Jeremy Wacksman
ZILLOW GROUPAbout Jeremy Wacksman
Jeremy Wacksman (age 48) is Zillow Group’s Chief Executive Officer (CEO) and a Class II director, appointed effective August 7, 2024. He joined Zillow in 2009 and previously served as COO (2021–2024), President (2019–2021), and CMO (2015–2018); prior roles include Xbox/mobile product and marketing at Microsoft. He holds a B.S. in Engineering (Purdue) and an MBA (Kellogg/Northwestern) . In 2024, Zillow achieved 15% revenue growth to $2.2B, while Company TSR (December 31, 2019 base) reached 154.9 (Class A) and 161.2 (Class C) by year-end 2024; the Company reported a 2024 net loss of $112 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Zillow Group | Chief Executive Officer; Director (Class II) | Aug 2024–Present | Leads platform strategy across Residential, Rentals, Mortgages; Board oversight and CEO execution separated from Co-Executive Chairmen . |
| Zillow Group | Chief Operating Officer | Feb 2021–Aug 2024 | Ran day-to-day operations; execution on growth initiatives; equity-heavy pay co-aligned with shareholder value . |
| Zillow Group | President; President, Zillow Brand & Co-Head Zillow Offers | 2018–2021 | Led brand and iBuying period; transitioned to platform strategy post-Offers wind-down . |
| Zillow Group | Chief Marketing Officer; VP Marketing & Product Mgmt | 2009–2018 | Scaled consumer audience and brand leadership; multi-year equity awards reflect retention focus . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company boards disclosed for Wacksman . |
Fixed Compensation
| Component | 2024 details | Notes |
|---|---|---|
| Base salary | $793,068 actual paid; base set to $825,000 after Aug 2024 CEO promotion | 2024 adjustments: +$29,975 in Feb and +$45,649 in Aug on promotion . |
| Target bonus % | Not disclosed | Zillow has not established a formal cash incentive program for executive officers . |
| Other compensation | $32,056 | 401(k) match and de minimis perquisites (e.g., paid parking, small tax gross-ups on certain tickets) . |
Performance Compensation
Zillow emphasizes equity over cash; the Compensation Committee uses discretion and does not set formal financial performance metrics or weightings for NEO pay decisions .
- 2024 equity awards for Wacksman (Annual + Promotion): | Grant date | Instrument | Shares | Exercise price | Vesting start and cadence | Grant-date fair value ($) | |---|---|---:|---:|---|---:| | 03/07/2024 | RSU | 75,000 | — | 1/16 quarterly starting 05/15/2024 | 4,195,500 | | 03/07/2024 | Option | 75,000 | $55.94 | 1/16 quarterly starting 05/15/2024 (typical 10-yr term) | 2,428,628 | | 08/08/2024 | RSU | 61,993 | — | 1/16 quarterly starting 11/13/2024 | 3,062,454 | | 08/08/2024 | Option | 185,976 | $49.40 | 1/16 quarterly starting 11/13/2024 (typical 10-yr term) | 5,151,721 |
Additional signal on grant timing: the Company flags the 8/8/2024 CEO promotion option grant with a 16.5% stock price change around disclosure, highlighting process transparency for grants around material events .
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2024 vesting and exercises (liquidity cadence): | Metric | 2024 quantity | 2024 value realized ($) | |---|---:|---:| | RSUs vested (Class C) | 54,385 | 3,084,435 | | Options exercised (Class C) | 5,242 | 103,583 | | Options exercised (Class A) | 2,621 | 58,767 |
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Program features:
- Equity choice program (options vs RSUs, 3:1 option-to-RSU conversion) .
- Historical 2022 option repricing for eligible employees (excluded Board/CEO/Executive Chairman). Wacksman’s 2022 compensation includes $3,070,580 incremental fair value from repricing, a potential governance red flag for some investors .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (as of 3/24/2025) | 468 Class A shares; 1,447,532 Class C shares; total voting power “*” (<1%) . |
| Within 60 days (composition) | 18,402 Class C options exercisable; 1,428,429 Class C RSUs scheduled to vest within 60 days (subset of above) . |
| Options outstanding snapshot | Multiple tranches across 2017–2024 with 10-year terms; 2024 tranches include 14,062/60,938 (exercisable/unexercisable) at $55.94 and 11,623/174,353 at $49.40 . |
| Pledging/hedging | Company policy prohibits hedging and pledging without GC approval; no pledges disclosed for Wacksman . |
| Ownership guidelines | The Board has not adopted formal stock ownership guidelines for NEOs . |
Employment Terms
Executive Severance Plan (Tier 1 for CEO):
- Cash severance: six months of base salary.
- COBRA: six months of premium equivalent.
- Equity: 12 months vesting acceleration on time-based awards (or full acceleration if termination on/after a Company Transaction when awards aren’t assumed).
- Option exercise window: up to 24 months post-termination (Tier 1) .
Estimated payout values for Wacksman (as of 12/31/2024):
| Scenario | Cash severance ($) | Option accel. ($) | RSU accel. ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|
| Without cause/for good reason | 412,500 | 4,790,903 | 4,479,062 | 17,804 | 9,700,269 |
| CoC – awards not assumed (full accel.) | — | 9,386,235 | 11,243,826 | — | 20,630,061 |
| CoC + qualifying termination | 412,500 | 9,386,235 | 11,243,826 | 17,804 | 21,060,365 |
Governance protections:
- Clawback policy aligned to Dodd-Frank and SOX for CEO/CFO .
- Insider trading policy prohibits short sales; hedging/pledging requires prior approval .
Board Governance
- Board service: Appointed Class II director effective Aug 7, 2024; standing for election at 2025 AGM; not designated to audit/compensation/nominating committees (those are fully independent) .
- Leadership structure: Co-Executive Chairmen (Barton, Frink) are separate from the CEO role; independent directors meet in executive session, mitigating CEO-director dual-role concerns .
- Board activity: 2024—Board met 5 times; committees met regularly; incumbents’ attendance was generally 100% (one exception noted) .
- Say-on-pay (advisory): 2024 approval ~78%; Company engaged with investors post-vote .
Company Performance Context (for pay-for-performance)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | 1,958,000,000* | 1,945,000,000* | 2,236,000,000* |
| EBITDA | 21,000,000* | -170,000,000* | -98,000,000* |
Values marked with an asterisk (*) were retrieved from S&P Global.
Zillow highlighted 2024 milestones: national launch of AI-powered Zillow Showcase, Apple Vision Pro “Zillow Immerse,” credit-building rental payments, Realtor.com multifamily partnership expansion, and the acquisition of Virtual Staging AI; visits reached 9.3B with a monthly high of 241M unique users; management reported 15% revenue growth to $2.2B and settled 2024 and 2026 converts .
Compensation Structure Analysis
- Mix and risk: High equity mix with quarterly vesting supports retention but increases predictable selling windows (potential supply around vest dates) .
- Metric usage: No formal financial performance metrics or weighting for NEO pay (discretionary, market and role-based sizing) .
- Grant practices: Committee oversight with a formal cadence; one flagged grant timing instance disclosed for 2024 CEO promotion options .
- 2022 option repricing: Company-wide for eligible employees (excluding Board/CEO/Executive Chairman); Wacksman benefited—investors often treat repricing as a governance caution .
- Peer benchmarking & advisor: Compensia advised; 2024 peer set included AppFolio, Frontdoor, GoDaddy, Guidewire, among others .
Performance & Track Record (selected highlights)
- Product and growth initiatives during leadership tenure include Showcase, Immerse, rental credit reporting, and partnerships; Company reported double-digit revenue growth in 2024 .
- Pay vs Performance disclosure: The Company reports TSR and net loss; it does not tie NEO compensation outcomes to specific financial measures in its pay decisions .
Investment Implications
- Alignment and supply: Heavy equity with quarterly vesting plus significant unvested RSUs (and new 2024 CEO promotion grants) imply ongoing, scheduled supply that can be monitored for trading impact; 2024 saw 54,385 RSUs vest and modest option exercises by Wacksman .
- Retention and downside protection: The Severance Plan’s 12-month equity acceleration and six months’ cash/COBRA support retention, particularly through potential strategic events; however, change-in-control acceleration terms can amplify dilution in event-driven scenarios .
- Governance watch items: 2022 option repricing (benefiting Wacksman) and the flagged 2024 promotion grant timing merit continued oversight; absence of NEO stock ownership guidelines is atypical for large caps and could be strengthened to enhance alignment .
- Strategy and execution: 2024 strategic initiatives (AI productization, partnerships, and new revenue features) coincided with revenue growth but negative EBITDA; equity-heavy pay concentrates value realization in long-term stock performance, reinforcing execution risk/reward .
Board service history, committee roles, and dual-role implications: Wacksman is CEO and a director (Class II) since Aug 7, 2024; he is not on board committees, which are composed entirely of independent directors. The separation of the CEO role from the Co-Executive Chairmen mitigates CEO/Chair duality concerns and supports independent oversight .
Notes:
- All data points and statements are sourced from Zillow Group’s 2025 and 2024 DEF 14A proxy statements and an 8-K regarding officer changes, as cited in-line.