Rich Barton
ZILLOW GROUPAbout Rich Barton
Richard N. Barton (age 57) is Zillow Group’s co-founder and Co-Executive Chairman since August 2024; he served as CEO from inception (2004) to 2010 and again from February 2019 to August 2024, and has been a director since inception . He holds a B.S. in General Engineering: Industrial Economics from Stanford University . Under his leadership, Zillow delivered 2024 revenue of $2.2B (+15% YoY) and executed key product initiatives and capital structure actions (settled 2024/2026 converts) . Shareholder pay-versus-performance disclosures show cumulative TSR from December 31, 2019 to December 31, 2024 of 161.19 (Class C) and 154.90 (Class A), versus peer group 158.48, alongside a 2024 net loss of $112M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zillow Group, Inc. | Co-Executive Chairman | Aug 2024–present | Board leadership, strategy oversight separate from CEO role |
| Zillow Group, Inc. | Chief Executive Officer | Feb 2019–Aug 2024; Dec 2004–Sep 2010 | Led pivot to super-app; product launches; improved growth |
| Zillow Group, Inc. | Executive Chairman | Sep 2010–Feb 2019 | Governance and strategic guidance through growth/m&A |
| Expedia, Inc. | President & CEO; Director | 1999–2003 | Built online travel leader after Microsoft spin-out |
| Benchmark | Venture Partner | Feb 2005–Sep 2018 | Early-stage tech investing; ecosystem ties |
| Glassdoor | Co-founder; Non-Executive Chairman | Jun 2007–Jun 2018 | Scaled jobs/data platform to successful exit |
External Roles
| Organization | Role | Years | Committee/Notes |
|---|---|---|---|
| Netflix, Inc. | Director | 2002–present | Audit Committee member |
| Qurate Retail, Inc. | Director | 2016–present | Nominating & Corporate Governance Committee |
| Altimeter Growth Corp | Director | Sep 2020–Dec 2021 | SPAC board service |
| Altimeter Growth Corp 2 | Director | Jan 2021–Mar 2022 | SPAC board service |
Fixed Compensation
| Metric | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Base Salary | 702,647 | 768,705 | 797,951 |
| Bonus | — | — | — |
| All Other Compensation | 22,683 | 23,082 | 28,136 |
| Total | 11,503,768 | 26,362,827 | 7,537,842 |
Notes:
- Zillow has no formal executive cash incentive program; compensation emphasizes equity .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Time-vested stock options (Class C) | N/A | N/A | N/A | Grants approved | 4-year quarterly vest; 1/16 each quarter; strike at grant-date close |
| Time-vested RSUs | N/A | N/A | N/A | Not granted to Barton in 2024 | 4-year quarterly vest; 1/16 each quarter |
2024 Grants (Barton):
- 207,270 stock options granted March 7, 2024, exercise price $55.94, vests 1/16 quarterly over 4 years .
Peer/Process:
- Committee uses Compensia, Comptryx, and Radford data; does not target specific percentiles; equity choice program allows RSU/option mix (3:1 conversion) but Barton’s 2024 award was options-only .
Equity Ownership & Alignment
| Holding (as of Mar 24, 2025) | Shares | % of Class | Voting Power Impact |
|---|---|---|---|
| Class A Common | 4,194,265 | 7.5% | 1 vote/share |
| Class B Common | 3,763,725 | 60.5% of Class B | 10 votes/share |
| Class C Capital | 9,230,414 | 5.0% | Non-voting |
| Total Voting Power | — | — | 33.2% |
Options/near-term vest:
- Class C options exercisable within 60 days counted in beneficial ownership: 2,638,328 shares .
- Trusts/vehicles include Barton Ventures II LLC, Barton Descendants’ Trust, The Barton Foundation, and RNB Z GRAT of May 2024; specific dispositive/voting powers disclosed .
Hedging/Pledging:
- Hedging prohibited absent pre-approval; pledging prohibited except limited pre-approved non-margin loans with demonstrated capacity to repay; policy applies to directors/officers .
Ownership Guidelines:
- No formal executive stock ownership guidelines currently adopted .
Insider Selling Pressure (2025 YTD):
| Transaction Date | Type | Shares | Price ($) | Direct/Indirect | Post-Transaction Owned |
|---|---|---|---|---|---|
| 2025-08-14 | Sale (Class C) | 146,111 [insider-trades] | 85.1047 [insider-trades] | Indirect [insider-trades] | 856,917 [insider-trades] |
| 2025-08-14 | Sale (Class C) | 40,220 [insider-trades] | 84.0593 [insider-trades] | Indirect [insider-trades] | 1,003,028 [insider-trades] |
| 2025-08-14 | Sale (Class C) | 13,669 [insider-trades] | 85.4924 [insider-trades] | Indirect [insider-trades] | 843,248 [insider-trades] |
| 2025-08-15 | Sale (Class C) | 77,431 [insider-trades] | 85.5305 [insider-trades] | Direct [insider-trades] | 2,573,794 [insider-trades] |
| 2025-08-15 | Sale (Class C) | 22,569 [insider-trades] | 85.9347 [insider-trades] | Direct [insider-trades] | 2,551,225 [insider-trades] |
| 2025-08-15 | Sale (Class C) | 50,000 [insider-trades] | 85.7886 [insider-trades] | Direct [insider-trades] | 2,501,225 [insider-trades] |
Related Party Transactions:
- Company-chartered aircraft owned by Barton: $328,117 business travel expense in 2024 under approved agreements .
Employment Terms
| Term | Provision |
|---|---|
| Severance Plan eligibility | U.S. executives VP+; Tier 1 applies to CEO; Tier 2 to Execs titled Chief/President; benefits require release and ongoing confidentiality |
| Cash severance | 6 months base salary (Tier 1 & 2) |
| COBRA continuation | 6 months of premiums, includes estimated tax gross-up |
| Equity vesting on involuntary termination | Additional 12 months acceleration for time-based awards; options exercise window extended to up to 24 months (Tier 1) and 18 months (Tier 2) |
| Double-trigger (CoC) | Full vesting upon Involuntary Termination on or following a Company Transaction |
| Plan “change of control” | Defined across ownership, board majority change, or company transaction; unassumed awards fully vest; otherwise assumed awards continue |
| Clawback | Dodd-Frank-compliant recoupment policy; SOX clawback applies to CEO/CFO |
| Non-compete/Non-solicit | Executives must comply with applicable Confidentiality/Nonsolicitation/Noncompetition agreements (terms not detailed) |
Potential Payments (as of 12/31/2024):
| Scenario | Cash Severance ($) | Equity Accel ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause / for good reason | 400,433 | 11,831,368 (options) | 26,220 | 12,258,021 |
| Full acceleration in CoC (no assumption) | — | 25,447,637 (options) | — | 25,447,637 |
| Termination in connection with CoC | 400,433 | 25,447,637 (options) | 26,220 | 25,874,290 |
Board Governance
- Barton is a director and Co-Executive Chairman; Zillow separates Co-Executive Chairmen (Barton/Frink) from the CEO, with eight independent directors and independent committees; Barton is not listed as serving on standing Board committees at Zillow .
- Board leadership structure positions Co-Executive Chairmen to oversee governance and strategy while the CEO leads operations; Board affirms this separation is appropriate for oversight and risk management .
Director Compensation (Zillow Board):
- Executives (Barton/Frink/Wacksman) did not receive compensation for board service in 2024; non-employee directors are paid in equity under the NED Equity Program (no cash retainers) .
Committee Interlocks/Independence:
- Independence determinations identify eight independent directors; disclosures note overlaps: Barton and Hoag serve on Netflix’s board; Barton serves on Qurate’s board where Maffei is Executive Chairman; certain co-investments and fund interests are de minimis and evaluated in independence review .
Compensation Structure Analysis
- Mix shift remains equity-heavy; Barton received options only in 2024, with time-based vesting (no cash bonus, no performance-based PSU metrics disclosed) .
- Company repriced employee options in Aug 2022 excluding Barton/Frink and directors—limiting repricing optics for Barton .
- Say-on-pay support was ~78% in 2024, indicating general shareholder acceptance of the program; management engaged with shareholders on compensation topics post-vote .
Performance & Track Record
- 2024 operational milestones: AI-powered Showcase, Apple Vision Pro Immerse, Realtor.com multifamily exclusivity, BuyAbility, touring agreements, Virtual Staging AI acquisition, and super-app Enhanced Markets expansion; 9.3B visits and 241M MAUs in July 2024; revenue +15% to $2.2B; settled 2024/2026 converts .
- Pay-versus-performance: CAP and TSR disclosed for CEOs; cumulative TSR since end-2019 shows Class C 161.19 and Class A 154.90 in 2024 vs peer group 158.48; Company reported 2024 net loss of $112M .
Risk Indicators & Red Flags
- Insider selling by Barton in Aug 2025 across direct and indirect holdings suggests periodic liquidity events; post-transaction ownership remained substantial [insider-trades].
- Related party aircraft charter agreements exist with Barton and Frink, approved per policy; 2024 spend was $328,117 (Barton) and $325,036 (Frink) .
- Hedging/pledging restrictions mitigate alignment concerns; any pledging requires pre-approval and non-margin structure .
Compensation Peer Group (Benchmarking risk)
- Peer set includes AppFolio, CoStar, DoorDash, Dropbox, Etsy, Expedia, Fortinet, Frontdoor, GoDaddy, Guidewire, Pinterest, Redfin, Robinhood, SoFi, Splunk, Take-Two, Tyler, Verisign, Workday, IAC; updated to reflect evolving business/market cap .
- Committee references peer data but does not target specific percentile levels .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote approval ~78%; Company conducts engagement and expects triennial say-on-pay frequency, with next frequency vote in 2027 .
Equity Award & Vesting Details (Barton focus)
| Grant Date | Instrument | Shares | Exercise Price | Initial Vest Date | Cadence |
|---|---|---|---|---|---|
| 03/07/2024 | Stock Options (Class C) | 207,270 | $55.94 | 05/15/2024 | 1/16 quarterly over 4 years |
| Historical | Multiple option grants | See outstanding awards table for tranches and expirations | Various | Various | Quarterly vest; certain 2023 grants vest 1/12 over 3 years |
Director Committee Roles and Dual-Role Implications
- At Zillow: Barton serves as Co-Executive Chairman and director; he is not listed on Audit/Compensation/Nominating committees, which are fully independent .
- Dual-role considerations: Separation of Chair(s) and CEO mitigates combined-role concerns; however, Board delegated equity grant authority to Co-Executive Chairmen for non-executive employees, warranting oversight attention on dilution and grant governance .
Investment Implications
- Alignment: Barton’s 33.2% total voting power and significant Class B holdings strongly align him with long-term outcomes, while hedging/pledging limits reduce misalignment risk .
- Incentives: Time-based options (no formal cash bonus/PSU metrics) concentrate on stock appreciation; pay-versus-performance and 78% say-on-pay support indicate investor tolerance for equity-heavy pay, but lack of explicit performance metrics may reduce pay-for-performance tightness .
- Retention/CoC: Severance plan provides 12-month acceleration and extended option exercise, and full acceleration on double-trigger CoC—supportive of retention but potentially value-accretive to executives in change-of-control scenarios .
- Trading signals: August 2025 insider sales at ~$84–$86 may signal personal liquidity/tax or price-level views; monitor subsequent Form 4s and blackout calendars for trend persistence [insider-trades].
- Governance: Co-Executive Chair structure with independent committees is a positive; delegated grant authority to Barton/Frink on non-exec awards should be watched for dilution discipline and equity expense trajectory (Company aims to reduce SBC in 2025) .