Greg Maffei
Director at ZG
Board
About Gregory B. Maffei
Gregory B. Maffei (age 64) is an independent director of Zillow Group, serving on the Board since May 2005. He is Chairman, President and CEO of Liberty TripAdvisor Holdings; previously President and CEO of Liberty Broadband and Liberty Media (through Dec 2024), and CEO of Atlanta Braves Holdings (Dec 2022–Aug 2024). He holds a BA from Dartmouth College and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Media Corporation (incl. predecessor) | President & CEO; Director | May 2007–Dec 2024 | Led diversified media portfolio; capital markets and strategy leadership |
| Liberty Broadband Corporation | President & CEO; Director | Jun 2014–Dec 2024 | Telecom focus; public co. leadership |
| Atlanta Braves Holdings, Inc. | President & CEO; Director | Dec 2022–Aug 2024 | Sports and real estate holding company |
| Qurate Retail, Inc. | President & CEO (former) | Feb 2006–Mar 2018 | Oversaw large commerce platform; now Executive Chairman |
| GCI Liberty, Inc. | Director, President & CEO | Mar 2018–Dec 2020 | Led through combination with Liberty Broadband |
| Liberty Media Acquisition Corp | Director, President & CEO | Nov 2020–Dec 2022 | SPAC leadership |
| Pandora Media, Inc. | Chairman of the Board | Sep 2017–Feb 2019 | Governance oversight |
External Roles
| Company | Role | Since | Committees/Notes |
|---|---|---|---|
| Liberty TripAdvisor Holdings, Inc. | Chairman, President & CEO | Jun 2013 | Public holding company of online travel; executive leadership |
| Live Nation Entertainment, Inc. | Chairman of the Board | Feb 2011 | Chair; entertainment/e‑commerce |
| Sirius XM Holdings, Inc. | Chairman of the Board | Mar 2009 | Satellite radio |
| TripAdvisor, Inc. | Chairman; Comp Committee & Executive Committee member | Feb 2013 | Board Chair; committee roles |
| Qurate Retail, Inc. | Executive Chairman; Executive Committee member | Nov 2005 | Barton (ZG Co‑Exec Chair) also a director at Qurate |
| Charter Communications, Inc. | Director | May 2013 | Cable & broadband |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Maffei is independent under SEC/Nasdaq rules |
| Committee assignments | Audit Committee (Chair) |
| Financial expertise | Identified by the Board as an “audit committee financial expert” |
| Attendance (2024) | Board reports all incumbents had 100% attendance except one director (Bohutinsky at 73%); implies 100% for Maffei |
| Executive sessions | Independent directors meet periodically without management |
| Board structure | Co‑Executive Chairmen separate from CEO; three fully independent committees (Audit, Compensation, Nominating & Governance) |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer / meeting fees | $0 | Zillow pays no cash compensation to non‑employee directors; expenses reimbursed |
Performance Compensation
| 2024 Director Equity | RSU Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Gregory B. Maffei | — | 586,225 | 586,225 |
- Equity program: Effective Feb 13, 2024, the NED Equity Program grants an annual RSU award sized at $315,000 (with the ability to elect options at a 3:1 option-to-RSU conversion); grants on March 1 each year; directors may mix RSUs/options in 25% increments . No cash; aligns director pay with shareholder outcomes . As of 12/31/2024, Maffei held 109,859 unexercised options for Class C stock .
Other Directorships & Interlocks
| Relationship | Detail | Potential Governance Implication |
|---|---|---|
| TripAdvisor interlock | Maffei is TripAdvisor Chairman; Jay Hoag (ZG director) also serves as TripAdvisor director . Liberty TripAdvisor (where Maffei is CEO/Chair) held ~21.0% equity and 56.8% voting in TripAdvisor as of Apr 15, 2024 . | Concentrated influence at TRIP; overlapping board ties may raise interlock scrutiny (monitor recusal practices) |
| Qurate interlock | Maffei is Executive Chairman at Qurate; Rich Barton (ZG Co‑Exec Chair) is a Qurate director . | Cross‑board ties with ZG co‑founder; independence reviewed by ZG board |
| Netflix overlap (non‑Maffei) | Barton and Hoag both on Netflix board . | Not a direct Maffei interlock, but notable network density among ZG directors |
Expertise & Qualifications
- Finance, accounting, capital markets, corporate strategy, compliance/risk management; public media/communications sector experience .
- Audit Committee Chair and financial expert designation signal depth in financial oversight .
Equity Ownership
Beneficial ownership as of March 24, 2025.
| Security | Shares Beneficially Owned | Notes |
|---|---|---|
| Class A Common Stock | 316,485 | As reported in Security Ownership of Management |
| Class C Capital Stock | 738,857 | As reported in Security Ownership of Management |
| Options exercisable (Class C) | 109,859 | Exercisable within 60 days of Mar 24, 2025 |
| Total voting power | <1% | “Represents … total voting power that does not exceed 1%” for marked entries |
- Hedging/pledging policy: Short sales prohibited; hedging discouraged and requires pre‑approval; pledging prohibited except limited non‑margin exceptions with General Counsel approval .
- Director ownership guidelines: ZG has stock ownership guidelines for executives; no formal director ownership guideline disclosed in the proxy .
Insider Trading
| Date | Filing | Description |
|---|---|---|
| Mar 4, 2025 | Form 4 (Maffei) | Statement of changes in beneficial ownership; filer: Gregory B. Maffei |
Governance Assessment
-
Strengths
- Independent director; Audit Committee Chair and SEC-designated financial expert—positive for financial reporting oversight .
- 2024 attendance at 100% (boardwide except one director)—supports engagement .
- Equity‑only director pay; no cash retainers or meeting fees—strong alignment with shareholders; flexibility to take RSUs or options .
- Board maintains clawback policy compliant with Dodd-Frank; SOX clawbacks also applicable to CEO/CFO (broader control environment) .
-
Watch items / potential conflicts
- Interlocks: Maffei’s leadership roles at TripAdvisor and Qurate overlap with ZG directors Hoag (TRIP) and Barton (Qurate); Liberty TripAdvisor’s control stake in TRIP concentrates influence. The Board reviewed these relationships and still determined independence, but investors may scrutinize recusal practices on overlapping topics and monitor any related‑party transactions disclosures annually .
- Option concentration: As of YE 2024, Maffei held 109,859 unexercised Class C options; while equity alignment is positive, option-heavy mix can amplify risk preferences versus time‑vested RSUs .
-
Shareholder sentiment signal
- Say‑on‑pay (companywide NEOs) received ~78% support at 2024 AGM—acceptable but below typical “strong support” thresholds (>90%), suggesting room for continued engagement on pay design; board reports ongoing outreach .
Overall, Maffei brings deep financial and capital markets expertise with strong audit oversight credentials. Interlocks with other ZG directors via Qurate and TripAdvisor warrant continued monitoring, but the Board has explicitly evaluated these relationships in its annual independence review .