Amy Bohutinsky
ZILLOW GROUPAbout Amy C. Bohutinsky
Independent director of Zillow Group (ZG) since October 2018; age 50. Former Zillow Group COO (2015–2019) and CMO (2011–2015), now Strategic Advisor to TCV (since June 2019). Current ZG board term expires at the 2026 Annual Meeting; serves on Compensation Committee and Nominating & Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zillow Group, Inc. | Chief Operating Officer | Aug 2015 – Jan 2019 | Operational leadership during growth and product expansion |
| Zillow Group, Inc. | Chief Marketing Officer | Mar 2011 – Aug 2015 | Brand building; product and consumer marketing |
| Zillow Group, Inc. | VP Marketing & Communications | Sep 2010 – Mar 2011 | Comms and marketing leadership |
| Zillow Group, Inc. | VP Communications | Aug 2008 – Sep 2010 | Corporate communications |
| Zillow Group, Inc. | Director of Communications | Aug 2005 – Aug 2008 | Early-stage brand and communications |
| Hotel Tonight, Inc. (private) | Director | Aug 2014 – Apr 2019 | Travel-tech governance |
| Avvo, Inc. (private) | Director | Jun 2014 – Mar 2018 | Marketplace governance |
| Modsy (Pencil and Pixel, Inc., private) | Director | Sep 2020 – Jul 2022 | Online interior design platform oversight |
| The Gap, Inc. (public) | Director | Nov 2018 – Sep 2020 | Public board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duolingo, Inc. (public) | Director | Jun 2020 – present | Audit, Risk & Compliance Committee; Chair, Nominating & Corporate Governance Committee |
| Wealthsimple (private) | Director | May 2024 – present | Fintech governance |
| UnitedMasters (private) | Director | Nov 2021 – present | Music distributor governance |
Board Governance
- Committee assignments: Compensation (member) and Nominating & Governance (member). Not a chair .
- Independence: Board determined she meets SEC/Nasdaq independence standards .
- Attendance and engagement: 2024 attendance 73% of aggregate Board/committee meetings due to missing a joint meeting of the Board, Compensation, and Nominating & Governance committees (all other directors were 100%) — a notable engagement shortfall for the year .
- Board structure: Three standing committees; all independent; independent directors meet periodically in executive sessions .
- Risk oversight: Committees oversee compensation risk (incl. clawback), governance, sustainability, and ERM coordination .
Fixed Compensation (Director)
| Component | 2024 Amount/Detail | Notes |
|---|---|---|
| Annual cash retainer | $0 | ZG does not pay cash to directors; only reimburses reasonable meeting expenses . |
| Annual equity RSU grant | $322,729 | Grant-date fair value under NED Equity Program; March 1, 2024 . |
| Annual equity RSUs (shares) | 5,652 | Standard RSU count for 2024 annual grant; subject to director election for options in 25% increments . |
| Options grant (2024) | $0 | No new options to Bohutinsky in 2024; program shifted to RSU default . |
| Unvested RSUs at 12/31/24 | 1,413 shares | Outstanding unvested RSUs . |
| Committee fees/meeting fees | $0 | Not paid . |
Performance Compensation
- Directors do not receive performance-based cash bonuses; equity awards are time-based (quarterly vesting), with no explicit financial/ESG performance metrics tied to director compensation .
Other Directorships & Interlocks
- TCV relationships: Bohutinsky is Strategic Advisor to TCV and receives cash and indirect economic interests/value in certain TCV fund investments. TCV funds have invested in ZG; several ZG insiders have invested in TCV funds. Board reviewed these relationships and still deemed her independent; relationships not required to be disclosed under Item 404 .
- Network overlaps: ZG director Jay Hoag is TCV Founding GP and Compensation Committee Chair; both he and Bohutinsky serve on Comp Committee. Board documented other director overlaps (e.g., Netflix, TripAdvisor, Qurate) among other directors; no disclosable related-party transactions for Bohutinsky beyond noted TCV advisory relationship .
Expertise & Qualifications
- Prior Zillow executive leadership (COO/CMO), real estate industry, brand building, corporate strategy, operational management .
- Education: BA in Journalism and Mass Communication, Washington & Lee University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Class C) | 154,944 shares | Includes options and RSUs within 60 days of 3/24/25; <1% of class . |
| Options exercisable within 60 days | 149,292 shares | A portion (105,884) originated from equity awards during her prior employment before board appointment . |
| Unvested RSUs (12/31/24) | 1,413 shares | Outstanding unvested RSUs . |
| Voting securities held | None | No Class A or B reported for Bohutinsky . |
| Shares pledged as collateral | None disclosed | ZG policy prohibits margin accounts/pledging, with rare GC-approved exceptions; hedging strongly discouraged . |
| Outstanding shares (context) | Class C 183,217,863; Class A 51,874,170; Class B 6,217,447 | As of 3/24/25 . |
Insider Trades (ZG)
| Date | Type | Shares | Price | Holding After | Source |
|---|---|---|---|---|---|
| 2024-09-18 | Sale + Option Exercise (Sale+OE) | 20,625 | $67.23 | 5,652 | (http://openinsider.com/Z) |
| 2025-03-04/05 | Form 4 filed (details in SEC PDF) | — | — | — | (https://d18rn0p25nwr6d.cloudfront.net/CIK-0001617640/24699f58-4841-4ddd-9a45-30e9a1f314b6.pdf) |
Note: GuruFocus summary corroborates 9/18/2024 sale and 5,652 share holding residual, and tracks DUOL trades separately; refer to SEC Form 4s for definitive details .
Compensation Committee Analysis
- Composition: Jay C. Hoag (Chair), Amy C. Bohutinsky, April Underwood — all independent and non-employee per Nasdaq/SEC definitions .
- Consultant: Compensia engaged; no other services to ZG; used peer groups and survey data (Radford/Comptryx) to inform executive comp decisions .
- Interlocks: None involving ZG executive officers over past three years; no compensation committee interlocks arose in 2024 .
- Clawback: Compensation committee administers Incentive Compensation Recoupment Policy aligned with Dodd-Frank and exchange standards; SOX clawback applies to CEO/CFO .
Director Compensation Mix (Trend Signals)
| Year | RSU Award (fair value) | Options Award (fair value) | Notes |
|---|---|---|---|
| 2024 | $322,729 | $0 | Shift to RSU-centric director compensation under the NED Equity Program; directors could elect options in increments but Bohutinsky took RSUs in 2024 . |
| 12/31/24 holdings | Unvested RSUs: 1,413 | Unexercised options: 149,292 | Options largely legacy from prior employment; RSUs reflect ongoing director grants . |
Related Party Transactions & Conflicts Review
- TCV linkage: As Strategic Advisor to TCV, Bohutinsky receives cash and indirect economic interests/value tied to certain TCV funds’ investments; TCV funds invested in ZG historically; multiple ZG insiders invested in TCV funds. Board assessed and concluded independence; relationships not disclosable under Item 404 (de minimis commitments and advisory nature) .
- No loans or direct related-party transactions disclosed involving Bohutinsky; no hedging/pledging disclosed .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay for named executive officers received ~78% “For” votes; board engaged shareholders post-vote and reviews compensation approach periodically .
Governance Assessment
- Strengths: Independent director with deep operational and brand experience; dual committee membership (Compensation; Nominating & Governance); alignment through equity-only director pay; oversight frameworks (risk, clawback, hedging/pledging limits) support governance quality .
- Watch items and RED FLAGS:
- Attendance shortfall: 73% in 2024 due to missing a joint Board/committee meeting; merits monitoring for future engagement consistency .
- TCV advisory role: Ongoing compensated relationship and indirect economics with a fund complex that has invested in ZG; while board deems independence and Item 404 non-disclosure, this is a network interlock worth monitoring (perceived conflicts risk) — especially given TCV GP Jay Hoag chairs Compensation Committee where Bohutinsky serves .
- Insider equity concentration: Significant legacy options from prior employment (149,292 exercisable), with non-voting Class C exposure; alignment is equity-based but lacks voting power influence; no pledging/hedging disclosed .
Overall, investor confidence signals are mixed: strong qualifications and independence determinations, equity-aligned compensation, and robust committee governance offset by 2024 attendance gap and TCV-linked interlocks requiring continued oversight .