Independent
Tenure on this board
4.8 yrs
Also a director at
Zillow Group Inc (ZG)
3 nominees · 3 ballot items.
Elect three Class II directors (Amy Bohutinsky, Bonnie Ross, Jim Shelton); Ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026; Advisory (non-binding) approval of the compensation of the named executive officers (Say-on-Pay).
Elect Amy Bohutinsky, Bonnie Ross and Jim Shelton as Class II directors to serve three-year terms expiring in 2029.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related compensation tables and narrative in the Proxy Statement.
This advisory proposal asks stockholders to vote to approve the overall 2025 compensation of the Company’s named executive officers as presented in the Compensation Discussion and Analysis and the executive compensation tables. Management seeks this non-binding approval to obtain shareholder feedback and validate its pay practices, which emphasize equity-based, long-term alignment—most NEO pay is delivered as RSUs and founders receive multi-year performance-based PSUs. The Board has determined to hold say-on-pay votes annually and the Compensation Committee uses market peer data and an independent consultant to set pay. The Company argues its pay program aligns with stockholders by making long-term equity performance the predominant driver of realized compensation and by using multi-year performance conditions for founder awards. The Board’s recommendation in favor emphasizes recent strong company performance (revenue, bookings, net income growth) and the Compensation Committee’s conclusion that pay supported retention and performance objectives. Because the vote is advisory, it does not change contractual rights, but the Board and Compensation Committee state they will consider the vote results in future decisions. Analysts should note governance context: the company’s founder is CEO and chair, founder PSUs are large and tied to sustained stock-price hurdles, and pay practices (no guaranteed bonuses, limited perquisites, clawback policy) are positioned to mitigate misalignment risks. The principal evaluation for a sophisticated investor is whether the disclosed pay design and governance processes sufficiently tie realized payouts to sustainable long-term value rather than short-term stock movements.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BAILLIE GIFFORD CO | 5.6% | 2,625,538 | $259M |
| 2 | BlackRock, Inc. | 5.1% | 2,371,858 | $234M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 1,723,132 | $170M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.5% | 1,632,650 | $161M |
| 5 | FIL Ltd | 3.5% | 1,612,832 | $159M |
| 6 | TWO SIGMA INVESTMENTS, LP | 3.0% | 1,395,544 | $138M |
| 7 | FEDERATED HERMES, INC. | 2.7% | 1,244,176 | $123M |
| 8 | BANK OF AMERICA CORP /DE/ | 2.6% | 1,218,851 | $120M |
| 9 | BlackRock, Inc. | 2.6% | 1,195,582 | $118M |
| 10 | STATE OF MICHIGAN RETIREMENT SYSTEM | 2.6% | 1,193,307 | $118M |
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