Lloyd Frink
ZILLOW GROUPAbout Lloyd Frink
Co-founder of Zillow Group; currently Co-Executive Chairman and President. Age 60; BA in Economics from Stanford. Career spans Microsoft (founding Expedia team) and Expedia leadership (SVP Supplier Relations), with long-tenured executive and board service at Zillow since 2004 . Company performance in 2024: revenue $2,236M (+15% YoY) and Adjusted EBITDA $498M (+27% YoY); net loss improved to $(112)M; pay-versus-performance TSR values reported for Class C at 161.19 and Class A at 154.90 (SEC methodology) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zillow Group | Co‑Executive Chairman and President | Co‑Executive Chairman since Aug 2024; President since Feb 2005 | Co‑founder; executive leadership; corporate/product strategy; mobile/internet expertise; governance |
| Zillow Group | Executive Chairman | Feb 2019 – Aug 2024 | Oversight of strategy, long‑term value creation |
| Zillow Group | Vice Chairman | Mar 2011 – Feb 2019 | Senior leadership; governance |
| Zillow Group | Chief Strategy Officer | Sep 2010 – Mar 2011 | Strategy formulation and execution |
| Zillow Group | Treasurer | Dec 2009 – Mar 2011 | Capital stewardship |
| Zillow Group | Vice President | Dec 2004 – Feb 2005 | Early operational leadership |
| Expedia | SVP, Supplier Relations | 2003 – 2004 | Managed air, hotel, car, destination services, content, merchandising, partner marketing |
| Microsoft | Founding Expedia team; Group Program Manager | 1988 – 1999 (GPM 1991–1995 & 1997–1999) | Product/program leadership; internet platform development |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| JustEatTakeAway.com (formerly GrubHub, Inc.) | Director | Since 2013 | Public online/mobile food‑ordering company |
| Stanford University | Education | BA Economics | Credential |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 689,736 | — | — | 8,435,300 | 30,558 | 9,155,594 |
| 2023 | 742,437 | — | — | 20,280,480 | 23,757 | 21,046,674 |
| 2024 | 775,604 | — | — | 6,711,755 | 30,173 | 7,517,532 |
Base salary planning for 2024:
| Name | Dec 2023 Base ($) | 2024 Increase ($) | 2024 Base ($) | % Increase |
|---|---|---|---|---|
| Lloyd D. Frink | 749,376 | 29,975 | 779,351 | 4.00% |
Notes:
- No annual cash bonus disclosed; program emphasizes equity grants (options/RSUs) without formulaic financial metric targets .
Performance Compensation
2024 plan-based equity awards (grant and vesting):
| Name | Grant Date | Security | RSUs (#) | Options (#) | Exercise Price ($/sh) | Grant-Date FV ($) | Vesting Terms |
|---|---|---|---|---|---|---|---|
| Lloyd D. Frink | 03/07/2024 | Class C | — | 207,270 | 55.94 | 6,711,755 | Options vest over 4 years; 1/16 vested May 15, 2024 and 1/16 quarterly thereafter, continued service required |
Outstanding equity awards at 12/31/2024 (selected):
| Grant Date | Title | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 03/07/2024 | Class C | 38,863 | 168,407 | 55.94 | 03/07/2034 |
| 03/07/2023 | Class C | 377,343 | 485,157 | 41.75 | 03/07/2033 |
| 03/07/2022 | Class C | 67,500 | — | 49.57 | 03/07/2032 |
| 03/07/2022 | Class C | 185,625 | 84,375 | 49.57 | 03/07/2032 |
| 03/05/2021 | Class C | 248,798 | 16,587 | 135.16 | 03/05/2031 |
| 03/06/2020 | Class C | 300,000 | — | 49.35 | 03/06/2030 |
| 03/01/2019 | Class C | 233,718 | — | 40.36 | 03/01/2029 |
| 03/07/2018 | Class C | 182,100 | — | 53.95 | 03/07/2028 |
| 03/07/2017 | Class C | 163,980 | — | 35.16 | 03/07/2027 |
| 03/28/2016 | Class C | 200,000 | — | 22.41 | 03/28/2026 |
Option exercises and RSU vesting in 2024:
| Security | Shares Exercised (#) | Value Realized on Exercise ($) | RSUs Vested (#) | Value Realized on Vesting ($) |
|---|---|---|---|---|
| Class C Capital | 200,000 | 7,713,658 | — | — |
| Class A Common | 50,000 | 939,560 | — | — |
Program features:
- Equity choice program; quarterly vesting over four years typical for annual/promotion grants; options at grant-date market price; clawback policy overseen by Compensation Committee .
- No formulaic weighting/targets (e.g., revenue, EBITDA, TSR) specified for executive pay decisions; committee relies on judgment and peer data .
Equity Ownership & Alignment
Beneficial ownership (as of March 24, 2025):
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Class C Shares | Class C % | Total Voting Power % |
|---|---|---|---|---|---|---|---|
| Lloyd D. Frink | 3,156,188 | 5.8% | 2,453,722 | 39.5% | 5,371,688 | 2.9% | 21.5% |
Policy alignment:
- Insider Trading Policy prohibits short sales, hedging, margin accounts, and pledging (limited exception requires General Counsel pre‑approval and demonstrated financial capacity) .
- Executives do not receive cash retainers for board service; director equity program applies to non‑employee directors only .
Employment Terms
Executive Severance Plan (Tier classification applies to Presidents; benefits contingent on release, and compliance with Confidentiality/Noncompete/Nonsolicit agreements):
- Six months base salary continuation; six months COBRA premium; 12 months additional vesting on time‑based equity; extended option exercise to 18 months (Tier 2); full vesting upon Involuntary Termination on or after a Company Transaction .
- Equity plans: single‑trigger full vesting if awards not assumed in a qualifying transaction; full vesting upon certain board control changes; otherwise assumed/substituted awards continue per plan .
Change‑of‑Control/Termination economics (as of 12/31/2024):
| Scenario | Cash Severance ($) | Option Acceleration ($) | RSU Acceleration ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause / for good reason | 389,676 | 9,555,493 | — | 19,798 | 9,964,967 |
| Full acceleration in CoC; awards not assumed | 389,676 | 20,785,922 | — | 19,798 | 20,785,922 (equity); cash/COBRA excluded in table’s “Full Accel” column |
| Termination in connection with CoC/Company Transaction | 389,676 | 25,848,070 | — | 19,798 | 26,257,544 |
Footnotes: amounts use $74.05 closing price at 12/31/2024; option values net of exercise price; COBRA includes estimated tax gross‑up; totals assume no 280G excise tax reductions .
Board Governance
- Board: 11 directors in three classes; Frink stands for election as Class II; co‑founder, Co‑Executive Chairman and President . 2025 shareholder votes: Frink received 90,754,279 “For” votes vs 7,153,391 “Against” .
- Committees: Audit (Maffei Chair), Compensation (Hoag Chair), Nominating & Governance (Stephenson Chair); all comprised of independent directors under Nasdaq/SEC rules .
- Delegated authority: Board authorizes Frink (as Co‑Executive Chairman/President) alongside CEO, Co‑Executive Chairman Barton, and CPO to grant equity awards to non‑executive employees under the 2020 Plan, subject to limitations .
- Director compensation: Executive directors (Barton, Frink, Wacksman) receive no compensation for board service; non‑employee directors compensated via equity (RSUs/options) under NED Equity Program; no cash retainers .
Related Party Transactions
- Aircraft charter: Company charters an aircraft owned by an entity controlled by Frink via EJM Charter Agreement #1 and a Time Sharing Agreement; 2024 business travel expense recognized: $325,036; arrangements approved under Related Person Transaction Policy .
Investment Implications
- High equity alignment and influence: Frink’s combined Class A/C ownership plus Class B super‑voting shares confer 21.5% total voting power, aligning incentives but concentrating control .
- Continuous vesting cadence and large unexercised option base create ongoing potential supply; 2024 exercises totaled 250,000 shares with $8.65M value realized, indicating active option monetization and possible selling pressure in windows .
- Pay design is equity‑heavy with no formal financial metric targets or annual bonuses, relying on committee judgment; investors should monitor grant sizes, dilution, and vesting schedules rather than short‑term KPI gating .
- Severance/change‑of‑control terms include 12 months acceleration and generous equity vesting in certain scenarios; double/single‑trigger mechanics can materially increase realized pay in transactions, affecting deal negotiations and retention risk calculus .
- Governance mitigants: independent compensation committee and clawback policy; but dual executive‑chair role plus delegated grant authority warrants attention to independence and control dynamics in compensation and equity issuance .
- Related party aircraft charter is modest in dollar terms but a governance flag to monitor for scope and terms over time .