DEF 14A of Costar Group, Inc., Apr 26, 2024

DEF 14A of Costar Group, Inc.

Filed Apr 26, 2024 · FY20230001193125-24-117787

Open on EDGAR

  1. Voting

    | | 59 | Employment Agreements and Arrangements | | | 60 | Outstanding Equity Awards at 2023 Fiscal Year-End | | | 62 | Option Exercises and Stock Vested in 2023 | | | 62 | Non-Qualified Deferred Compensation in 2023 | | | 62 | Potential Payments Upon Termination or Change of Control | | | 63 | Termination and Change of Control Provisions Pursuant to Employment Agreements | | | 64 | Change of Control Provisions under the Company’s 2007 Plan and 2016 Plan | | | 65 | Company-Wide Severance Policy | | | 65 | Delinquent Section 16(a) Reports | | | 65 | Equity Compensation Plan Information | | | 66 | Pay Ratio | | | 67 | Pay Versus Performance | | 70 | Stock Ownership Information | | | 72 | Other Information | | | | 72 | Attending the Annual Meeting of Stockholders | | | 72 | Notice of Business to Come Before the Annual Meeting | | | 72 | Voting Information | | | 74 | Multiple Stockholders Sharing the Same Address | | | 74 | Stockholder Proposals and Nominations for Directors for the 2025 Annual Meeting of Stockholders | | A-1 | Appendix A - Information Regarding Non-GAAP Financial Measures | |

  2. Our Board of Directors

    Our Board of Directors The below summarizes information about our director nominees and their Board committee assignments. Our director nominees possess a range of diverse skills, experiences, backgrounds, and viewpoints that we believe are essential to an effective Board. Detailed information about each director nominee’s qualifications, skills, experiences, and expertise can be found beginning on page 17.

  3. 2024 Director Nominees

    2024 Director Nominees

  4. 2024 Director Nominees

    | | NAME | AGE(1) | DIRECTOR SINCE | OTHER PUBLIC COMPANY BOARDS | AC | CC | NCGC | | | Andrew C. Florance Founder, President, and Chief Executive Officer, CoStar Group, Inc | 60 | 1987 | 0 | | | | | | Michael R. Klein Chairman, CoStar Group, Inc.; Vice Chairman, Tutor Perini Corporation | 81 | 1987 | 1 | | ☐ | l | | | Angelique G. Brunner Founder and Chief Executive Officer, EB5 Capital | 52 | 2023 | 0 | ¡ | | | | | John W. Hill Founder and Chief Executive Officer, J Hill Group | 69 | 2012 | 0 | ☐ | | | | | Laura Cox Kaplan Adjunct Professor, American University; former Principal, PricewaterhouseCoopers | 54 | 2016 | 0 | | | l | | | Robert W. Musslewhite Former Chief Executive Officer, Definitive Healthcare Corp. | 54 | 2019 | 1 | | | | | | Christopher J. Nassetta Chief Executive Officer and President, Hilton Worldwide Holdings Inc. | 61 | 2002 | 1 | | l | ☐ | | | Louise S. Sams Former EVP & General Counsel, Turner Broadcasting System, Inc. | 66 | 2019 | 2 | l | | |

  5. 2024 Director Nominees

    (1) Age as of April 1, 2024 AC = Audit Committee CC = Compensation Committee NCGC = Nominating and Corporate Governance Committee lMember ☐Chair ¡ Nominated

  6. 2024 Director Nominees

    | | 2024 PROXY STATEMENT 8 |

  7. Director Nominee Experience Highlights

    Director Nominee Experience Highlights Our director nominees have a diversity of skills and experiences, including some or significant experience in the following:

  8. Director Nominee Experience Highlights

    | | COMMERCIAL REAL ESTATE | | PUBLIC COMPANY GOVERNANCE | | GLOBAL BUSINESS | | | FINANCIAL ACCOUNTING AND REPORTING | | LEGAL, PUBLIC POLICY, AND REGULATORY | | BUSINESS DEVELOPMENT AND M&A | | | TALENT MANAGEMENT AND EXECUTIVE COMPENSATION | | MARKETING AND SALES | | RISK MANAGEMENT | | | SENIOR MANAGEMENT AND LEADERSHIP | | CYBERSECURITY AND DATA PRIVACY | | ESG AND CLIMATE |

  9. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS In connection with Mr. Glosserman’s decision not to seek re-election to the Board, the Board fixed the number of directors constituting the Board at eight, effective as of the Annual Meeting. At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated eight of the current directors for reelection, all of whom were last elected at the 2023 Annual Meeting of Stockholders, except for Ms. Brunner, who was appointed to the Board in August 2023. Each director elected at the Annual Meeting will serve until the next Annual Meeting of Stockholders or until his or her successor is elected and qualified. We know of no reason why any nominee would be unable to serve. If any nominee becomes unable to serve prior to the Annual Meeting, the Board may reduce the size of the Board or designate substitute nominees, and proxies that do not withhold authority to vote for directors will be voted for such substitute nominees. In no event may proxies be voted for a greater number of persons than the number of nominees named. We did not receive any stockholder nominations for directors in connection with the Annual Meeting.

  10. ELECTION OF DIRECTORS

    | | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES |

  11. ELECTION OF DIRECTORS

    | | 2024 PROXY STATEMENT 12 |

  12. Director Nominees

    Director Nominees

  13. Director Nominees

    | Founder, President, and Chief Executive Officer, CoStar Group, Inc. Director Since: 1987 Age: 60 | EXPERIENCE Mr. Florance founded the Company in 1987. As President and CEO of the Company, Mr. Florance has directed the Company’s successful expansion from start-up, to its initial public offering in July 1998, to its market leading position today. In his role, Mr. Florance manages an international service platform that includes the United States, United Kingdom, France, Spain, Germany, Canada, and several other countries throughout Asia Pacific and Latin America. While leading CoStar, he has identified, negotiated, and closed more than 30 acquisitions across six countries. QUALIFICATIONS As the founder of the Company, Mr. Florance brings to the Board significant knowledge and understanding of the real estate and information services industries, unique expertise on the Company’s products and services, and extensive leadership experience. Over his tenure with the Company, Mr. Florance has served as the CEO and has been actively involved in all facets of the Company’s business, including developing the Company’s products and services, identifying | and developing markets for the Company’s products and services and identifying and integrating acquisition targets. This experience enables Mr. Florance to make significant contributions to the Company’s business development and strategy. EDUCATION B.A. (Economics), Princeton University Notable Affiliations and Recognitions • Board of Visitors, Virginia Commonwealth University • Governing Board, Management Leadership for Tomorrow • Honorary Doctorate, Virginia Commonwealth University Other Public Company Directorships • None Other Public Company Directorships in the Past Five Years • None |

  14. Director Nominees

    | Chairman, CoStar Group, Inc.; Vice Chairman, Tutor Perini Corporation Director Since: 1987 Age: 81 Independent Committees • Compensation (Chair) • NCGC | EXPERIENCE Mr. Klein has been the Chairman of our Board since 1987. Mr. Klein also currently serves as Vice Chairman of the board of directors of Tutor Perini Corporation, a publicly traded construction company. Mr. Klein additionally has over three decades of service as a corporate and securities lawyer specializing incorporate financings and mergers and acquisitions. QUALIFICATIONS Mr. Klein has been on our Board since the Company’s inception and has extensive knowledge of the commercial real estate, information services and technology industries, as well as the Company’s products, services and business strategies. Mr. Klein also brings to the Board extensive experience through his service over the past 30 years on the boards of directors of several public companies, privately-held businesses and non-profit organizations, including in the roles of Chairman and Lead Director. Mr. Klein’s experience as a founder, director and/ or investor in those entities enables him to contribute significantly to the oversight and governance of the Company. | EDUCATION B.B.A., University of Miami; J.D., University of Miami; L.L.M., Harvard University Notable Affiliations and Recognitions • Director and Secretary, American Himalayan Foundation • Trustee, Aspen Institute • Chairman, Board of Trustees, Aspen Music Festival and School • Founder and Chairman, Global Warming Mitigation Project • Chairman and Founder, Gun Violence Archive • Director, NAACP Legal Defense and Education Fund • Trustee, The Shakespeare Theatre Company • Director, ThinkFood Group, LLC Other Public Company Directorships • Tutor Perini Corporation Other Public Company Directorships in the Past Five Years • None |

  15. Director Nominees

    | | 2024 PROXY STATEMENT 17 |

  16. Director Nominees

    | CEO and Founder, EB5 Capital Director Since: 2023 Age: 52 Independent Committees • Audit (Nominated) | EXPERIENCE Ms. Brunner is Founder and CEO of EB5 Capital, a $900 million investment firm raising capital for commercial real estate development projects in the United States for the EB-5 Immigrant Investor Program. Prior to founding her investment firm, Ms. Brunner worked in various aspects of finance at Fannie Mae and other companies, completing more than $3 billion in debt and equity transactions. Ms. Brunner previously served on the boards of directors of Chesapeake Lodging Trust, a formerly publicly traded lodging real estate investment trust, and Cushman & Wakefield, a publicly traded commercial real estate services company. QUALIFICATIONS Through her current and previous experiences, Ms. Brunner has gained over 25 years of experience in the finance, real estate development and the commercial real estate industry. | EDUCATION B.A. (Urban Policy), Brown University; M.P.A., Princeton University Notable Affiliations and Recognitions • Climate Leadership Certified, Corporate Climate Strategy (July 2023) • Owner, BWI Westin Hotel • Advisor, Trade Advisory Committee on Africa • Advisor, EOP, U.S. Trade Representative • Executive Board Member, Marriott – Sorenson Center for Hospitality Leadership, Howard University School of Business • Member, The Real Estate Roundtable • Industry Membership Chair, EB-5 Investment Coalition • Council member, Urban Land Institute, U.S. Chamber of Commerce and Real Estate Executive Council • Board of Governors, Watson Institute for International & Public Affairs, Brown University Other Public Company Directorships • None Other Public Company Directorships in the Past Five Years • Cushman & Wakefield • Chesapeake Lodging Trust Corporation |

  17. Director Nominees

    | Founder and Chief Executive Officer of J Hill Group Director Since: 2012 Age: 69 Independent Committees • Audit (Chair) | EXPERIENCE Mr. Hill is Founder and CEO of J Hill Group, a professional services practice specializing in assisting clients in improving their management operations, which he started in 2012. He served as the Chief Financial Officer of the City of Detroit, Michigan on a personal services contract from 2013 to 2018. Prior to starting his consulting practice, from 2004 to 2012, Mr. Hill served as CEO of Federal City Council, a non-profit, non-partisan organization dedicated to improving the Nation’s Capital. Mr. Hill has previously served in multiple other executive and financial leadership positions, including as CEO of In2Books, Inc. and as a Partner at Andersen, LLP. QUALIFICATIONS Through his current and previous positions, Mr. Hill has gained over 40 years of experience in accounting, auditing and financial matters, as well as significant management expertise. As a result of his | extensive experience, Mr. Hill brings to the Board valuable financial knowledge and executive management experience. EDUCATION B.S. (Accounting), University of Maryland Notable Affiliations and Recognitions • Certified Public Accountant • Honorary Trustee, The Shakespeare Theater Company • Director, Step Afrika! • Board Chair, National Minority AIDS Council Other Public Company Directorships • None Other Public Company Directorships in the Past Five Years • Chesapeake Lodging Trust Corporation |

  18. Director Nominees

    | | 2024 PROXY STATEMENT 18 |

  19. Director Nominees

    | Adjunct Professor, American University; former Principal, PricewaterhouseCoopers, LLP Director Since: 2016 Age: 54 Independent Committees • NCGC | EXPERIENCE Ms. Kaplan is the former Principal-in-Charge of Government, Regulatory Affairs and Public Policy for PricewaterhouseCoopers LLP (“PwC”). Ms. Kaplan served on PwC’s Global Public Policy and Regulatory Board, as Chair of the American Institute of Certified Public Accountants’ (AICPA) Federal Legislative Task Force and was a member of the Center for Audit Quality’s Executive Management Committee. Prior to joining PwC, Ms. Kaplan served in senior level positions at the SEC and the U.S. Department of the Treasury. Ms. Kaplan has been an adjunct professor at American University since 2017. QUALIFICATIONS Ms. Kaplan has more than 25 years of experience in communications, corporate governance, stakeholder engagement and public policy strategy. She lends her experience and voice publicly to a range of topics important to the public and private sectors, including career and talent development, the importance of developing a diversified workforce and the value of diversified teams, women’s leadership, | and corporate governance. As a result of her experience, Ms. Kaplan brings to the Board valuable leadership, management and corporate governance experience. EDUCATION B.A. (Journalism and Government), University of Texas at Austin; M.A. (Communications), American University Notable Affiliations and Recognitions • Director, The Policy Circle • Director, The Bush School of Government and Public Service at Texas A&M University • Director, Running Start • Creator and Host, “She Said/She Said Podcast,” She Said/She Said Media Other Public Company Directorships • None Other Public Company Directorships in the Past Five Years • None |

  20. Director Nominees

    | Former Chief Executive Officer, Definitive Healthcare Corp. Director Since: 2019 Age: 54 Independent | EXPERIENCE Mr. Musslewhite served as CEO of Definitive Healthcare from August 2022 to January 2024. Prior, Mr. Musslewhite served as the CEO of OptumInsight, Optum’s health services business connecting the health care system with services, analytics, and platforms designed to make clinical and administrative processes easier and more efficient, beginning in 2019. While at Optum, prior to leading OptumInsight, Mr. Musslewhite was CEO of Optum360, CEO of Optum Analytics and CEO of Advisory Board Research. Mr. Musslewhite joined Optum in 2017, following its acquisition of the Advisory Board Company where he served as CEO since 2008 and Chairman since 2013. Prior to joining The Advisory Board Company, Mr. Musslewhite was an Associate Principal with McKinsey & Company, a global management consulting firm, in the Washington, D.C., Amsterdam, and Dallas offices. | QUALIFICATIONS Through his current and previous positions, Mr. Musslewhite has gained over 20 years of experience in executive management and leadership, business operations and development, growth strategies, development of products and services and research and technology. EDUCATION B.A. (Economics), Princeton University; J.D., Harvard Law School Notable Affiliations and Recognitions • Director, Ascend Learning • Director, Iodine Software • Member, Economic Club of Washington, D.C. Other Public Company Directorships • None Other Public Company Directorships in the Past Five Years • Definitive Healthcare Corp. |

  21. Director Nominees

    | | 2024 PROXY STATEMENT 19 |

  22. Director Nominees

    | Chief Executive Officer and President, Hilton Worldwide Holdings Inc. Director Since: 2002 Age: 61 Independent Committees • Compensation • NCGC (Chair) | EXPERIENCE Mr. Nassetta is the President and CEO of Hilton Worldwide (f/k/a Hilton Hotels Corporation), a global hospitality company. He joined Hilton Worldwide in 2007. Prior to joining Hilton Worldwide, Mr. Nassetta was President and CEO of Host Hotels & Resorts, Inc. (f/k/a Host Marriott Corporation), a lodging REIT and owner of luxury and upscale hotels, from 2000 to 2007. Mr. Nassetta joined Host Hotels & Resorts, Inc. in 1995 as Executive Vice President and became Chief Operating Officer in 1997. Prior to joining Host Hotels & Resorts, Inc., Mr. Nassetta co-founded Bailey Capital Corporation in 1991, a real estate investment and advisory firm. Prior to founding Bailey Capital Corporation, he spent seven years at The Oliver Carr Company, ultimately serving as Chief Development Officer. QUALIFICATIONS Through his current and previous positions, Mr. Nassetta brings to the Board significant operational and business development experience, mergers and acquisition experience, public company board and management experience, leadership | experience and commercial real estate industry expertise. As a user of commercial real estate information, Mr. Nassetta also provides the Board with a client’s perspective on the Company’s business, including valuable insight into the potential “fit” of acquisition targets and the development and marketing of products and services. EDUCATION B.S. (Finance), University of Virginia Notable Affiliations and Recognitions • Member of the Executive Committee, World Travel & Tourism Council • Member, Real Estate Roundtable • Advisory Board Member, McIntire School of Commerce at University of Virginia • Member, Federal City Council • Member, Economic Club of Washington, D.C. Other Public Company Directorships • Hilton Worldwide Holdings Inc. Other Public Company Directorships in the Past Five Years • None |

  23. Director Nominees

    | Former EVP & General Counsel, Turner Broadcasting System, Inc. Director Since: 2019 Age: 66 Independent Committees • Audit | EXPERIENCE Ms. Sams was the Executive Vice President and General Counsel of Turner Broadcasting System, Inc. (“Turner”), a television and media conglomerate, from 2000 until 2019 and also served as the President of Turner Broadcasting System International, Inc. from 2003 until 2012. Prior to joining Turner in 1993 as a corporate attorney, she was an associate at White & Case LLP, specializing in mergers and acquisitions and securities law. Ms. Sams currently serves on the boards of directors of Loop Industries, Inc. and Rollins, Inc. QUALIFICATIONS Ms. Sams has over 25 years of experience as a media executive and over 34 years as a practicing attorney. As a result of her broad range of business and legal experience, Ms. Sams brings to the Board valuable business development, growth strategies, | risk management, corporate governance, technology, and mergers and acquisitions experience. EDUCATION B.A. (English), Princeton University; J.D., University of Virginia School of Law Notable Affiliations and Recognitions • Director, Princeton University • Director, High Museum of Art, Atlanta • Director, Westminster Schools • Director, Meals on Wheels, Atlanta Other Public Company Directorships • Loop Industries, Inc. • Rollins, Inc. Other Public Company Directorships in the Past Five Years • D&Z Media Acquisition Corp. |

  24. Director Nominees

    | | 2024 PROXY STATEMENT 20 |

  25. Director Compensation

    Director Compensation The Compensation Committee annually reviews director compensation for service on the Board and its committees and recommends director compensation and any changes to such compensation to the Board for approval. The Board annually reviews and approves director compensation based on the recommendations of the Compensation Committee. Directors who are also employees of the Company do not receive any additional compensation for service on the Board. The charts below show the percentage of our Chairman’s and all other directors’ compensation that is paid in stock as compared to cash to align their interests with those of our stockholders, and the following table shows the compensation we paid in 2023 to our non-employee directors.

  26. 2023 Director Compensation

    2023 Director Compensation

  27. 2023 Director Compensation

    | NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | TOTAL ($) | | Michael R. Klein, Chairman | $120,000 | $287,053 | $407,053 | | Angelique G. Brunner(3) | $25,000 | $250,030 | $275,030 | | Michael J. Glosserman | $50,000 | $277,001 | $327,001 | | John W. Hill | $50,000 | $280,045 | $330,045 | | Laura Cox Kaplan | $50,000 | $262,065 | $312,065 | | Robert W. Musslewhite | $50,000 | $250,030 | $300,030 | | Christopher J. Nassetta | $50,000 | $287,053 | $337,053 | | Louise S. Sams | $50,000 | $265,038 | $315,038 |

  28. 2023 Director Compensation

    | (1) Annual Retainers. This column shows the amount of cash compensation earned in 2023 for Board and Committee service. Annual cash retainers are paid to directors in biannual installments and to the Chairman in monthly installments. The Company also reimburses all directors for reasonable travel and out-of-pocket expenses incurred in connection with their duties as directors, including attendance at meetings. |

  29. 2023 Director Compensation

    | (2) Stock Awards. To align our non-employee directors’ annual compensation with stockholder interests, each non-employee director receives a restricted stock award for service on the Board and its committees. For service in 2023, non-employee directors received equity awards with the following grant date values: $250,000 for service on the Board (including the Chairman); $30,000 for service as Chair of the Audit Committee; $15,000 for service on the Audit Committee; $25,000 for service as Chair of the Compensation Committee; $12,000 for service on the Compensation Committee; $25,000 for service as Chair of the Nominating and Corporate Governance Committee; and $12,000 for service on the Nominating and Corporate Governance Committee. Annual equity awards are granted on or around the date of the first regular Board meeting following the date of the annual meeting of stockholders, are payable in the form of restricted stock, and vest in four equal annual installments, subject to continued service on the vesting date. The number of shares of restricted stock subject to each award is determined by dividing the total dollar amount by the closing price of the Company’s common stock on the date of grant. This column shows the aggregate grant date fair value of shares of restricted stock granted in 2023 to each non-employee director, computed in accordance with FASB Accounting Standards Codification Topic 718, “Compensation – Stock Compensation.” |

  30. 2023 Director Compensation

    | (3) Ms. Brunner began serving as a director on August 1, 2023, and the cash fees earned by her reflect a partial year of service. |

  31. 2023 Director Compensation

    | | 2024 PROXY STATEMENT 26 |

  32. 2023 Director Compensation

    | The following table shows the aggregate number of shares of unvested restricted stock held by each non-employee director as of December 31, 2023. Other than as set forth below, the non-employee directors did not hold any other outstanding equity awards at fiscal year-end. |

  33. 2023 Director Compensation

    | NAME | AGGREGATE SHARES OF UNVESTED RESTRICTED STOCK HELD AS OF 12/31/2023 | | Michael R. Klein, Chairman | 9,089 | | Angelique G. Brunner | 3,532 | | Michael J. Glosserman | 8,846 | | John W. Hill | 9,000 | | Laura Cox Kaplan | 8,359 | | Robert W. Musslewhite | 8,013 | | Christopher J. Nassetta | 9,111 | | Louise S. Sams | 8,502 |

  34. Executive Compensation Program Objectives

    | • | Maintain competitive compensation levels in order to attract, motivate and retain talented executives; and |

  35. Executive Compensation Policies and Practices

    | Structure executive compensation program with focus on achievement of Company performance goals. | Equity incentive compensation granted in 2023 consisted (based on grant date value at target) 45% of annual performance-based restricted stock (which vest ratably over three years after grant), 15% of stock options (which vest ratably over three years after grant), and 40% of long-term performance shares (which vest based on achievement of a three-year cumulative revenue goal and are subject to adjustment based on the Company’s TSR over the same period). | | Structure executive compensation program to include both long-term and short-term performance goals. | Awards under our equity incentive compensation program include a three-year performance metric for the long-term performance shares, and a one-year performance metric for the annual performance-based restricted stock and our annual incentive plan includes a one-year performance metric for cash incentive awards. | | Align executives’ interests with stockholders’ interests. | In order to even more closely align long-term incentives with stockholder results, our equity incentive compensation program provides for adjustment of the long-term performance shares issued to executives based on the Company’s TSR relative to the Russell 1000 index for performance shares granted prior to 2023 and measured against the S&P 500 for performance shares granted beginning February 2023. | | Structure annual and long-term incentive compensation so that payouts are based on different performance metrics. | The executive compensation program utilizes distinct performance metrics as follows: • Annual incentive plan – EBITDA and individual objectives • Annual performance-based restricted stock – net income • Performance shares – 3-year cumulative revenue goal, adjusted by the Company’s relative TSR (measured against the Russell 1000 index for performance shares granted prior to 2023, and beginning with 2023 performance awards, measured against the S&P 500 index). | | Structure executive compensation to motivate and reward performance and retain executives, but generally keep in line with median peer values. | Aggregate target value at grant date of equity compensation granted to executives in 2023 was generally targeted between the 50th and 75th percentiles of peer company data. | | Maintain robust executive compensation corporate governance policies. | The Company has executive and director stock ownership policies as follows: • CEO and President – 6X base salary • Other executive officers – 2X base salary • Non-employee directors – 5X annual, standard director cash retainer The Company has a clawback policy for cash and equity awards in the event of certain financial restatements. The Company maintains Principles of Corporate Governance. The Company prohibits directors, officers and employees from engaging in pledging and hedging transactions in Company stock. |

  36. Executive Compensation Policies and Practices

    | • Pay for Performance. At least 80% of our NEOs’ target total compensation is performance-based and tied to performance metrics aligned with our short- and long-term objectives. We tie annual pay to objective performance metrics, including our fiscal year 2023 EBITDA and net income. We tie long-term pay to three-year cumulative revenue and relative TSR. We ask our independent compensation consultant to evaluate the alignment of pay and performance relative to our peer group. • Total Stockholder Return Metric and Stock Price Performance. We link executive compensation to stock price performance by factoring relative TSR in determining performance share payouts. Further, stock options and performance-based restricted stock are awarded annually, and the value of those awards to the executives is ultimately based on stock price performance. • Executive Stock Ownership Guidelines. Executives are expected to own shares of CoStar common stock with a value equal to at least two to six times base salary, depending on position. • Vesting Period on Equity Awards. Options and annual performance-based restricted stock vest ratably over three years. • Clawback Policy. In 2023, we adopted the Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) in accordance with the Nasdaq listing standards and Exchange Act Rule 10D-1, which applies to the Company’s current and former executive officers (as defined under Exchange Act Rule 10D-1). The Clawback Policy provides for the mandatory recovery (subject to limited exceptions) from current and former officers of incentive-based compensation that was erroneously received during the three years preceding the date that the Company is required to prepare an accounting restatement. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure. • Target Pay. We generally target each component of pay between the 50th and 75th percentiles of peer company data, except as may otherwise be appropriate to reflect promotions, tenure, new-hire needs, internal pay equity, and other circumstances. The Compensation Committee periodically reviews the compensation peer group and makes adjustments, when appropriate, to keep pay practices competitive and in line with investor expectations. • Limit Transactions Involving Company Stock. We prohibit executive officers from hedging Company stock or margining or pledging shares. | • Limited Employment Agreements. We do not provide our NEOs, with the exception of our CEO, with employment agreements that provide severance payments, medical or insurance benefits or other perquisites in the event the executive is terminated or resigns. Mr. Wheeler, our Chief Financial Officer, has employment terms pursuant to an offer letter that provide for a severance payment in the event he is terminated by the Company without cause or he resigns for good reason. A Company-wide severance policy provides minimal severance pay tied to tenure to executives who incur a qualifying termination of employment and is available generally to all salaried employees. • Limited Golden Parachute Gross-Up. We do not provide a 280G golden parachute excise tax gross up to any executive other than our CEO, who has had the provision in his employment agreement since 1998. • No Guaranteed Minimum Payouts. We do not have guaranteed minimum payment levels for executives’ cash incentives or performance-based equity awards. • No Repricings. Our stock incentive plans and Nasdaq listing standards prohibit us from repricing options without stockholder approval. |

  37. Elements of Compensation

    Elements of Compensation Each year, the Compensation Committee approves a compensation arrangement for each of the Company’s NEOs that specifies the NEO’s (i) base salary, (ii) annual cash incentive (bonus) potential based on a percentage of base salary subject to achievement of individual and/or corporate goals, and (iii) equity awards, including the annual performance-based restricted stock that is granted based on achievement of prior year corporate goals and stock options, both of which are subject to service-based vesting conditions, as well as performance-based restricted stock that vests based on achievement of predetermined, objective goals over a multi-year period. The following table summarizes each of these elements of our compensation program, as well as how each element is set and is linked to performance.

  38. Elements of Compensation

    | | COMPONENT | ROLE | HOW IT’S SET/LINKS TO PERFORMANCE | | FIXED | Base Salary | • To provide a consistent income • Comprise a low percentage of total compensation | • Reviewed annually in light of responsibilities, performance, internal pay equity, total compensation, and advice of the independent compensation consultant | | VARIABLE CASH | Annual Cash Incentive Compensation | • Rewards achievement of annual company financial goals and personal performance goals | • Variable based on the Company’s corporate performance and achievement of individual goals for the prior year • Key financial metric for fiscal 2023: EBITDA | | VARIABLE EQUITY | Stock Options | • Increase alignment with stockholders • Executive retention | • Potential value of awards increases or decreases with stock price • Vests over three years | | | Annual Performance-Based Restricted Stock | • Increase alignment with stockholders • Executive retention | • Based on company performance • Key financial metric for 2022: net income • Payout range is 0-200% based on achievement • Vests over three years | | | Performance Share Awards | • Rewards achievement of longer-term financial goals • Executive Retention • Value is based on achievement of three-year revenue growth goals and relative TSR | • Payout range is 0-200% of target award • Vests based on achievement of a three-year cumulative revenue performance goal, subject to adjustment +/-20% based on relative TSR • Key financial metric: cumulative three-year revenue | | OTHER | Other Compensation | • To allow executive officers to participate in other employee benefit plans | • Executives may participate in all other CoStar compensation and benefit programs on the same terms as other eligible employees |

  39. Performance Measures and Time Horizons

    Performance Measures and Time Horizons We use a combination of performance measures and service-based vesting conditions to foster and reward performance. The following chart summarizes the relevant performance measures and time frames used for our variable pay elements.

  40. 2023 Base Salaries

    2023 Base Salaries Base salaries provide a minimum, fixed level of cash compensation for the NEOs. Salary levels of the executive officers are reviewed annually by the Compensation Committee. In establishing salary levels, the Compensation Committee considers each executive’s individual responsibilities and performance, prior base salary and total compensation, the pay levels of similarly situated executives within the Company, market data on base salary and total compensation levels, including Willis Towers Watson peer group and survey data, and current market conditions. In 2023, the Compensation Committee conducted its annual review of NEO salaries and adjusted the base salaries of our NEOs between 2%-6%, except for Mr. Simuro, in each case to bring them in line with our peer group. Mr. Simuro’s base salary increased by 16% to bring him closer to the 75th percentile range for Chief Technology Officers in our peer group because our CEO and Compensation Committee believed that his institutional experience, value to the technology organization, and vital role in acquisitions and integration efforts warranted such increase. Following the Compensation Committee’s review and adjustment (effective February 2023), the NEO salaries were as follows:

  41. 2023 Annual Cash Incentive Awards

    2023 Annual Cash Incentive Awards The Compensation Committee administers an annual cash incentive program under which our NEOs may earn a cash incentive bonus based on a fixed target percentage of base salary during the fiscal year if individual and corporate performance objectives for the fiscal year are achieved. At the beginning of each year, the Compensation Committee establishes individual goals for each NEO, other than the Chief Executive Officer, based upon recommendations from our Chief Executive Officer, as well as Company financial goals that apply to all NEOs that are based upon recommendations

  42. 2023 Annual Cash Incentive Awards

    | | 2024 PROXY STATEMENT 42 |

  43. 2023 Annual Cash Incentive Awards

    from our Chief Executive Officer and our Chief Financial Officer. The Compensation Committee determines the target percentages of base pay for each NEO based on market and competitive conditions, peer company practices, and internal pay equity considerations. The Compensation Committee also determines the weighting of the various individual and Company financial goals, based upon position and functional accountability and responsibility, as well as recommendations from our Chief Executive Officer. The target percentages and weighting of the various individual and Company financial goals may vary among the NEOs and are subject to change from year to year. After the completion of each year, the Compensation Committee reviews individual and Company performance to determine the extent to which the goals were achieved and the actual cash bonuses to be paid to the NEOs. In the Compensation Committee’s view, the use of annual performance-based cash incentive bonuses creates a direct link between executive compensation and individual and corporate performance. Therefore, the annual performance-based cash incentive bonus is generally divided into two components, one tied to corporate performance and one tied to individual performance. As discussed in greater detail below, the Compensation Committee sets a threshold, target and maximum award for the corporate performance objectives. The annual performance-based cash incentive bonus provides each NEO with the potential to earn awards up to two times the amount of their target award value for exceptional performance as measured against metrics and goals, each of which is discussed below. If the maximum is achieved, the NEOs receive 200% credit for the corporate performance portion of the award. If the target is achieved, the NEOs receive 100% credit for the corporate performance portion of the award. If the threshold level of corporate performance is not reached, the NEO does not receive any amount in respect of that portion of the award. Achievement of the individual performance goals are subjective and executives can receive between 0% and 200% credit for that portion of the award. In February 2023, the Compensation Committee set the weighting of the various individual and Company financial goals, and the threshold, target, and maximum annual cash incentive awards for all NEOs based upon the NEO’s individual responsibilities, competitive practices, and internal pay equity considerations. The following table shows each NEO’s 2023 potential cash incentive award values at threshold, target and maximum, expressed as a percentage of his or her base salary.

  44. 2023 Annual Cash Incentive Awards

    | | WEIGHTING OF GOALS | | POTENTIAL AWARDS AS A PERCENTAGE OF BASE SALARY | | | | NAME | INDIVIDUAL GOALS | CORPORATE GOAL | THRESHOLD (50% OF TARGET) | TARGET | MAXIMUM (200% OF TARGET) | | Andrew C. Florance | 0.0% | 100.0% | 75.0% | 150.0% | 300.0% | | Scott T. Wheeler | 35.0% | 65.0% | 50.0% | 100.0% | 200.0% | | Lisa C. Ruggles | 50.0% | 50.0% | 42.5% | 85.0% | 170.0% | | Frederick G. Saint | 40.0% | 60.0% | 42.5% | 85.0% | 170.0% | | Frank A. Simuro | 50.0% | 50.0% | 50.0% | 100.0% | 200.0% |

  45. Individual Performance Goals and Achievement

    Individual Performance Goals and Achievement At the beginning of each year, the Compensation Committee establishes individual goals for each NEO other than the CEO. After the completion of each year, the Compensation Committee reviews individual performance to determine the extent to which the goals were achieved. The determination as to whether the individual performance goals have been achieved is subjective and executives can receive between 0% and 200% credit for that portion of the award. The applicable 2023 individual performance goals set by the Compensation Committee for each NEO other than the CEO and percentage of such goals achieved for each NEO are summarized in the table below.

  46. Individual Performance Goals and Achievement

    | | 2024 PROXY STATEMENT 43 |

  47. Individual Performance Goals and Achievement

    | NAME | 2023 INDIVIDUAL GOALS | % OF GOALS ACHIEVED | | Scott T. Wheeler | • Execute identified targets for acquisition and develop integration plans focused on efficiency of resources • Continue bolstering efficient sales operations and sales growth • Manage the ongoing development of Finance functions and placing key leadership • Maintain investor engagement through residential rollout | 200% | | Lisa C. Ruggles | • Deliver critical content research to support the Homes.com neighborhood and school page functions • Manage the ongoing development of US Research functions • Manage the expansion of CoStar and LoopNet in Europe • Hire senior level leadership to support key areas of Research | 175% | | Frederick G. Saint | • Help Apartments.com achieve revenue, EBITDA margin, and contribution goals • Grow Apartments.com site traffic to targeted levels • Continue to recruit and fill leadership roles within the Apartments.com organization with a focus on senior level leadership • Manage Apartments.com sales customer service program with a focus on NPS scores • Achieve revenue growth targets for other marketplaces | 200% | | Frank A. Simuro | • Support release of LoopNet International • Oversee release of CoStar Suite International, including hospitality data • Continue development of residential product, including Homes Pro features and proprietary content collection and display • Continue development of internal proprietary sales tools | 200% |

  48. Corporate Performance and Achievement

    Corporate Performance and Achievement For the corporate performance objectives, the Compensation Committee sets a threshold, target and maximum performance level. If the maximum level of corporate performance is achieved, the NEOs receive 200% credit for the corporate performance portion of the award. If the target level of corporate performance is achieved, the NEOs receive 100% credit for the corporate performance portion of the award. If the threshold level of corporate performance is achieved, the NEOs receive 50% credit for the corporate performance portion of the award. If the threshold level of corporate performance is not reached, the NEO does not receive any amount in respect of that portion of the award. Credit for performance between threshold and target and between target and maximum is determined by linear interpolation. The Compensation Committee approved a Company-wide financial goal for the annual cash incentive plan based on the Company’s achievement of EBITDA included in the Company’s 2023 Annual Budget. The EBITDA goal is intended to reflect the Company’s expected investments and strategic initiatives. In 2023, the Company’s EBITDA goal was lower than in the prior year to reflect the Company’s expected significant investment in its residential marketplace business, including product and content development and marketing expense. Given the anticipated investment in the residential marketplace business, the Compensation Committee believed that the EBITDA target goal was challenging to achieve. EBITDA is our GAAP-basis net income (loss) before interest (expense) income and other (expense) income, loss on debt extinguishment, income taxes, depreciation and amortization. The Compensation Committee also determined that setting an EBITDA-based performance goal would incentivize management to further drive stockholder value.

  49. Corporate Performance and Achievement

    The following graphic shows the threshold, target, and maximum EBITDA goals and payout percentages for 2023 performance, as well as the actual EBITDA and payout percentage determined by the Compensation Committee for 2023 performance (dollar amounts in millions). Performance Metric Threshold Goal Target Goal Maximum Goal Actual 2023 EBITDA $336.1 $420.2 $441.2 $430.4 Payout Percentage 50% 100% 200% 150%

  50. Equity Incentive Compensation

    Equity Incentive Compensation The Compensation Committee has designed the executive equity incentive compensation program to align executive incentives with long-term stockholder value and with a view toward executive retention. The Compensation Committee believes that equity-based compensation and executive ownership of the Company’s stock help support the Compensation Committee’s goal that the Company’s NEOs have a continuing stake in the long-term success of the Company. Each NEO was eligible to receive equity awards under the 2016 Plan. The Compensation Committee generally grants time-based restricted stock and/or stock options to each executive when he or she joins the Company or in connection with promotion to an executive position as an incentive to accept the position and become a member of the Company’s executive team. As set forth in more detail below, the Compensation Committee generally also makes annual grants of equity awards as part of the executive compensation program. Over the past few years, those grants have consisted of restricted stock and stock options. In support of stockholders’ belief that a greater portion of the equity awards should be long-term performance awards, the restricted stock portion of the annual grants consists of (i) an award that covers a number of shares of restricted stock determined based on the achievement of the prior year’s net income goal and is subject to time-based vesting following grant and (ii) a performance-based grant of restricted stock that vests based on achievement of a three-year cumulative revenue goal and is subject to adjustment based on the Company’s relative TSR over the three-year performance period. Under the program, target award values are determined at the time of grant.

  51. Equity Incentive Compensation

    | | 2024 PROXY STATEMENT 45 |

  52. Equity Incentive Compensation

    | | STOCK OPTIONS | PERFORMANCE-BASED RESTRICTED STOCK | PERFORMANCE SHARE PLAN | | % of Target Value | | | | | Grant Determination Process | Target value ranges by position | Target value ranges by position; actual grant set by previous year’s performance | Target value ranges by position | | Vesting / Performance Period | 3-year vesting | | 3-year performance cycle with vesting upon achievement and Compensation Committee certification | | Performance Goals | N/A | Net income for prior fiscal year; performance scale up to maximum of 200% | Multi-year goals—3-year cumulative revenue, plus relative TSR kicker (+/- 20% payout modifier) |

  53. Equity Incentive Compensation

    Stock Options Performance-Based Restricted Stock Performance Share Plan % of Target Value 15% 45% 40% Grant Determination Process Target value ranges by position Target value ranges by position; actual grant set by previous years performance Target value ranges by position Vesting / Performance Period 3-year vesting 3-year performance cycle with vesting upon achievement and Compensation Committee certification Performance Goals N/A Net income for prior fiscal year; performance scale up to maximum of 200% Multi-year goals - 3-year cumulative revenue, plus relative TSR kicker (+/- 20% payout modifier) The three-year performance shares vest based on long-term (i.e., multi-year) performance, which encourages executives to achieve sustained growth and provides a direct link in the long-term incentive plan to long-term revenue growth. The shares earned, if any, as a result of the Company’s three-year revenue relative to the revenue goal will be positively or negatively adjusted based on the Company’s three-year TSR relative to the three-year TSR of the companies included within the Russell 1000 index, in order to tie the value of the equity awards to the Company’s performance and appreciation of the Company’s stock price relative to the performance of other companies within the index. For purposes of legacy performance awards, the Compensation Committee chose the Russell 1000 index (which measures the performance of the large cap segment of the U.S. equity markets and represents approximately 90% of the U.S. market as measured by capitalization) in order to closely align the three-year performance goal with that of the U.S. equity market. The Compensation Committee determined that the Russell 1000 index would provide a comprehensive and unbiased barometer against which to compare the Company’s TSR. In September 2022, the Company was added to the S&P 500 index and, beginning with the performance awards granted in February 2023 for the 2023-2025 performance period, the Compensation Committee chose the S&P 500 index for purposes of comparing the Company’s three-year relative TSR. As explained below, the Compensation Committee decided to grant various types of equity awards because each type of award helps achieve some of the objectives of the executive compensation program.

  54. Equity Incentive Compensation

    | • | Restricted Stock: Restricted stock awards have value when they vest regardless of the stock price, so they have retention value even if the Company’s common stock price declines or stays flat from the grant date. |

  55. Equity Incentive Compensation

    | • | Performance Shares: Grants of performance shares that vest based on achievement of a long-term performance goal also provide a long-term (i.e., multi-year) performance measurement that encourages executives to achieve sustained growth, increases executives’ focus on longer-term financial goals and further links executives’ interests with those of our stockholders. |

  56. Equity Incentive Compensation

    | • | Options: Options have a performance-based element because the option holder realizes value only if the stockholders also realize value (i.e., if the price of the Company’s common stock has increased from the grant date at the time the option is exercised). |

  57. Equity Incentive Compensation

    The value of the annual equity compensation awards granted to our NEOs is based on a target award dollar amount and varies among NEOs by position depending upon individual responsibility and performance, external market and peer group practices, internal pay equity considerations, and, with respect to the annual performance-based restricted stock awards, achievement of the performance criteria as described below. Consistent with the program philosophy of aligning executive incentives with long-term stockholder value and with a view toward executive retention, the Compensation Committee has generally set the aggregate target equity compensation between the 50th and 75th percentiles of peer company data provided by its compensation consultant, where available, but retains discretion to set target award levels based on the considerations set forth above.

  58. Equity Incentive Compensation

    | | 2024 PROXY STATEMENT 46 |

  59. Equity Incentive Compensation

    All grants of equity awards to our NEOs made in 2023 were made under the Company’s 2016 Plan. Under the 2007 Plan and the 2016 Plan, recipients of restricted stock are entitled to receive all dividends and other distributions, if any, paid with respect to the common stock. The Compensation Committee will determine if any such dividends or distributions will be automatically reinvested in additional shares of restricted stock and subject to the same restrictions as the restricted stock or whether the dividend or distribution will be paid in cash. The below illustrates the performance periods and grant timing for each of our equity awards:

  60. Annual Performance-Based Equity Incentive Awards Granted in 2023

    Annual Performance-Based Equity Incentive Awards Granted in 2023 In February 2022, the Compensation Committee set targets for the potential performance-based equity incentive award for each NEO, which were granted in 2023. Each NEO had the potential to earn up to two times their annual performance-based restricted stock target award value for exceptional performance as measured against a net income goal. In February 2022, the Compensation Committee established a net income goal for purposes of the performance-based equity incentive awards. The net income goal for 2022 reflected the Company’s expected investments and strategic initiatives to support and sustain the long-term growth of the Company, including a significant strategic investment in increased marketing. The net income target for 2022 was set at a level the Compensation Committee believed was challenging given the profitability growth target expected to be achieved while continuing to make strategic investments. As a result of the investments made in the business and the performance of our management team, the Company achieved stronger than expected net new bookings, which together with management’s focus on operational efficiency and cost controls and management initiatives implemented during the year, resulted in stronger than forecasted earnings results.

  61. Annual Performance-Based Equity Incentive Awards Granted in 2023

    | | 2024 PROXY STATEMENT 47 |

  62. Annual Performance-Based Equity Incentive Awards Granted in 2023

    The following graphic shows the threshold, target, and maximum net income goals and payout percentages for 2022 performance, as well as the actual net income and payout percentage determined by the Compensation Committee for 2023 performance (dollar amounts in millions). From 80% to 100% of target net income, interpolation is 2.5% of target award for every tenth of a percent of achievement of target net income. From 100% to 105% of target net income, interpolation is 20.0% of target award for every tenth of a percent of achievement of target net income. Performance Metric Threshold Goal Target Goal Maximum Goal Actual 2022 Net Income $209.1 $261.4 $274.5 $369.5 Payout Percentage 50% 100% 200% 200% In February 2023, the Compensation Committee determined, based on the Company’s achievement of net income of $369.5 million in 2022, that achievement of the net income goal was 141.4% of the target. As a result, each NEO was awarded 200% of the target award set in February 2022. The table below shows the target award amount, extent of achievement, award value earned, and number of shares granted to each NEO in 2023. The shares granted to each NEO vest in three equal annual installments, subject to continued service.

  63. Annual Performance-Based Equity Incentive Awards Granted in 2023

    | NAME | 2022 PERFORMANCE- BASED TARGET EQUITY AWARD VALUE | EXTENT OF ACHIEVEMENT(1) | AWARD VALUE EARNED | SHARES GRANTED(2) | | Andrew C. Florance | $5,400,000 | 200% | $10,800,000 | 138,300 | | Scott T. Wheeler | $1,575,000 | 200% | $3,150,000 | 40,400 | | Lisa C. Ruggles | $900,000 | 200% | $1,800,000 | 23,100 | | Frederick G. Saint | $900,000 | 200% | $1,800,000 | 23,100 | | Frank A. Simuro | $1,575,000 | 200% | $3,150,000 | 40,400 |

  64. Annual Performance-Based Equity Incentive Awards Granted in 2023

    | (1) NEOs could receive between 0% and 200% credit for the net income goal, depending upon actual net income achieved in 2022. Credit for performance between target and maximum is determined by linear interpolation. For 2022, no credit was given for performance below target, and credit was capped at 200% of target. |

  65. Annual Performance-Based Equity Incentive Awards Granted in 2023

    | (2) The number of shares granted is determined by dividing the award value earned by the average fourth quarter price of the Company’s stock ($78.14 for 2022), rounded to the nearest hundred shares. |

  66. Stock Option Awards Granted in 2023

    Stock Option Awards Granted in 2023 The Compensation Committee supplements the NEOs’ annual restricted stock awards with an annual award of stock options. Annual option grants are also based on the target award values determined as of the date of grant and vest pro rata in annual installments over three years. The value actually awarded to each NEO is converted to the number of options based on our compensation consultant’s assessed value per option calculated using the Black-Scholes model. The exercise price for each option is equal to the closing price of the Company’s common stock on the date of grant, which is the date of approval by the Compensation Committee.

  67. Stock Option Awards Granted in 2023

    | | 2024 PROXY STATEMENT 48 |

  68. Stock Option Awards Granted in 2023

    In February 2023, the Compensation Committee awarded stock options to each of the NEOs. The table below sets forth the option award values and the number of shares of common stock underlying each option award for the option grants to the NEOs.

  69. Stock Option Awards Granted in 2023

    | NAME | OPTION AWARD VALUES | SHARES UNDERLYING OPTION AWARDS(1) | | Andrew C. Florance | $1,800,000 | 73,400 | | Scott T. Wheeler | $525,000 | 21,400 | | Lisa C. Ruggles | $300,000 | 12,300 | | Frederick G. Saint | $300,000 | 12,300 | | Frank A. Simuro | $525,000 | 21,400 |

  70. Stock Option Awards Granted in 2023

    | (1) The number of shares subject to the options granted is determined by dividing the option award value by our compensation consultant’s assessed value per option calculated using the Black-Scholes model, rounded up to the nearest 100 shares. The amounts reported in this table under “Option Award Values” differ from the grant date fair values for these awards reported in the “2023 Summary Compensation Table” and the “Grants of Plan-Based Awards” table in this Proxy Statement. |

  71. Multi-Year Performance-Based Equity Incentive Awards

    Multi-Year Performance-Based Equity Incentive Awards Each year, the Compensation Committee awards the NEOs shares of restricted stock subject to vesting based on achievement of a three-year cumulative revenue goal and adjustment based on the Company’s achievement of TSR relative to TSR of companies within a defined peer group over the same three-year period. Each NEO has the potential to earn up to two times his or her three-year performance stock target award value for exceptional performance as measured against the pre-established revenue goal, plus up to an additional 20% based on the Company’s relative TSR over the same three-year period. NEOs can receive between 0% and 200% credit for the revenue component of their three-year performance stock award, depending on actual, cumulative revenue achieved over the three-year performance period. Credit for performance between threshold performance (95% of target revenue) and target performance and between target performance and maximum performance (102% of target revenue) is determined by linear interpolation. No credit is given for performance below the threshold level of performance and credit is capped at 200% of target. For performance at threshold performance (95% of target revenue), the NEOs receive 50% of target performance shares. After the number of earned performance shares is determined based on the cumulative revenue for the three-year period, the TSR modifier may increase or decrease the number of shares earned by up to 20%. Shares are reduced by 20% if relative TSR performance is at or below the threshold level of performance (25th percentile). Shares are increased by 20% if relative TSR performance is at or above the maximum level of performance (75th percentile). There is no adjustment to the number of shares at target (50th percentile). Adjustments are made between threshold level of performance and target level of performance and between target level of performance and maximum level of performance by linear interpolation.

  72. 2023-2025 Performance Awards Granted in 2023

    | NAME | TARGET PERFORMANCE STOCK VALUE | MAXIMUM 3-YEAR PERFORMANCE- STOCK AWARD VALUES(1) | MAXIMUM SHARES (#) | | Andrew C. Florance | $4,800,000 | $11,520,000 | 147,600 | | Scott T. Wheeler | $1,400,000 | $3,360,000 | 43,200 | | Lisa C. Ruggles | $800,000 | $1,920,000 | 24,720 | | Frederick G. Saint | $800,000 | $1,920,000 | 24,720 | | Frank A. Simuro | $1,400,000 | $3,360,000 | 43,200 |

  73. 2023-2025 Performance Awards Granted in 2023

    | (1) The amounts reported in this table under “Maximum 3-year Performance Stock Award Values” differ from the grant date fair values for these awards reported in the “2023 Summary Compensation Table” and the “Grants of Plan-Based Awards” table in this Proxy Statement, which are computed in accordance with FASB ASC Topic 718 pursuant to SEC rules. |

  74. Settlement of 2020-2022 Performance Awards

    Settlement of 2020-2022 Performance Awards In February 2020, the Compensation Committee granted the maximum number of shares achievable for the 2020-2022 performance period to each of the NEOs, subject to the above-described vesting provisions. At the time of grant, the Compensation Committee set a three-year aggregate revenue target for 2020-2022 of $5,855 million. In February 2023, the Compensation Committee evaluated the Company’s performance against the 2020-2022 aggregate revenue target. For the 2020-2022 performance period, aggregate revenue was $5,785 million, and the Compensation Committee determined that the Company’s TSR over the same period was 10.1%, which it determined was at 63% percentile of the Russell 1000 TSR. As a result, the Compensation Committee determined the achievement of the 2020-2022 performance awards as follows: Actual / Target = % of Target Level of Performance Resulting Payout (as % of Target Number of Shares) X TSR Modifier = % of Target Award Vesting $5,785M $5,855M 98.8 % 88.1 % 110.4 % 97.2 % From 100% to 102%, interpolation is 5% payout for each additional tenth of a percent of target Shares are increased by 20% if TSR performance is at or above the 75% percentile of TSR of the Russell 1000

  75. Settlement of 2020-2022 Performance Awards

    | (1) As noted above, the maximum number of shares of restricted stock subject to the three-year performance award are granted at the beginning of the performance period. Upon determination of the extent of achievement by the Compensation Committee, restrictions are removed from the shares deemed vested and the remainder of the shares under the original award are forfeited to the Company. Amounts vested were determined by multiplying the target award by the extent of achievement (the 97.2% extent of achievement presented in the above table is rounded from the actual amount used to determine the number of shares vested). |

  76. Management Stock Purchase Plan

    Management Stock Purchase Plan The MSPP provides selected key employees of the Company and its subsidiaries, including the NEOs, the opportunity to defer a portion of their cash incentive compensation and to align management and stockholder interests through awards of DSUs under the MSPP and awards of Matching RSUs under the 2016 Plan (or a successor plan). Participants can elect to defer up to 100% of their annual incentive bonus or commissions that may be earned during the calendar year. On the day the bonus would have otherwise been paid, the Company will award to the participant DSUs covering a number of shares of common stock having an aggregate fair market value on that date equal to the amount of the annual cash incentive for the prior calendar year that the participant elected to be deferred under the MSPP. On the same date the DSUs are awarded, the participant will receive a grant of Matching RSUs covering a number of shares of common stock equal to 100% of the DSUs granted. The DSUs issued under the MSPP will be fully vested at grant and will be settled as soon as practicable following the earliest to occur of (i) the fourth anniversary of the date of grant; (ii) the participant’s death; (iii) the participant’s disability; (iv) the participant’s separation from service from the Company; or (v) a change in control (as defined in the MSPP) of the Company. Matching RSUs will vest four years after the date of grant, subject to the participant’s continued employment through that date, or upon a change in control of the Company that occurs prior to such date (as defined in the MSPP). If the participant’s employment terminates for any reason before the Matching RSUs vest, they will be forfeited. In accordance with SEC rules, the Matching RSUs granted in March of 2021, 2022 and 2023 are included in the 2023 Summary Compensation Table and the Matching RSUs granted to NEOs in March of 2023 are included in the Grants of Plan-Based Awards Table below.

  77. Determining Executive Compensation

    pay equity considerations and long-term potential to enhance stockholder value. Particular factors considered by the Compensation Committee with respect to each element of executive compensation are discussed below. Historically, the Compensation Committee has retained Willis Towers Watson as its independent compensation consultant to assist the Compensation Committee in gathering comparison data and to provide the Compensation Committee with information about trends in compensation among comparable companies based on factors such as market capitalization, annual revenues, earnings, operating cash flow, and business focus and operations. The Compensation Committee believes that comparing the compensation of each of the Company’s NEOs with executives in comparable positions at these peer companies supports the Compensation Committee’s goal that the total compensation provided to the Company’s NEOs be set at an appropriate level to attract, reward and retain top performers over the long term. In general, the Compensation Committee currently believes that compensation is competitive if it falls within +/- 10% of the targeted market position for base salary, within +/- 15% of the targeted market position for total cash compensation and within +/- 20% of the targeted market position for total direct compensation based on peer company data provided by its compensation consultant. The peer company data was created by the compensation consultant using a 75% weighting of data from the Company’s peer group discussed below and a 25% weighting of data from published survey data. The Compensation Committee did not review the individual companies in the published survey data, which was comprised of Willis Towers Watson’s 2022 Tech, Media, and Gaming Industry Executive Compensation Report, Willis Towers Watson’s 2022 General Industry Executive Compensation Report, Radford’s 2022 Executive Compensation Survey—Global Tech Custom Cut ($1B - $2.99B in revenue) and Mercer’s 2022 Executive Compensation Survey. In addition to peer company data, the Compensation Committee reviews individual responsibility and performance, prior compensation, external market and competitive practices (including available general industry executive compensation data), and internal pay equity considerations when setting each NEO’s compensation. The Compensation Committee assesses each element of the compensation program within the whole, however, and may target certain elements of executive compensation at different levels. While the Compensation Committee generally sets target compensation between the 50th and 75th percentile of peer company data, one or more elements of the compensation program may be higher or lower depending on the Company’s current goals, individual achievement and internal pay equity considerations. In addition, changes to different or particular elements of an executive’s compensation, changes in publicly available peer group data or significant changes to peer practices may result in total target compensation being higher or lower than the 50th and 75th percentile of peer group data. For example, data for a President, Marketplaces can change more often due to changes in peer group companies reporting data for such a position. As a result, Mr. Saints’ compensation elements may fall outside of the 50th and 75th percentile of peer company data due to changes in the number of peer group companies reporting for such position. In connection with the Compensation Committee’s executive compensation determinations in February 2023, the Compensation Committee engaged Willis Towers Watson to review and recommend revisions to the Company’s competitive peer group and to update its review and competitive assessment of the Company’s executive compensation program based on the peer group. The Compensation Committee’s decisions regarding executive compensation for 2023, including executives’ long-term incentives or equity compensation for 2023, were based on Willis Towers Watson’s recommendations. Willis Towers Watson reported directly to the Compensation Committee when performing the executive compensation studies and, at the direction of the Compensation Committee chair, also worked directly with the Company’s management to develop materials and proposals with respect to NEO compensation. Willis Towers Watson’s recommended peer companies culminated from review of peer companies included in the Research and Consulting GICS code, as well as peer companies previously selected by CoStar, peers selected by proxy advisors, other peers with similar business models and those referenced by analysts, in each case to which size screening criteria were applied. Willis Towers Watson screened these peers by considering companies with revenue, net income, EBITDA, operating cash flow, and market cap between 50% and 250% of CoStar’s. The potential peer list was further refined based on the number of criteria met through the size screening, similar business model or focus, peers of current peers, and peer

  78. Determining Executive Compensation

    companies selected by proxy advisors. Willis Towers Watson recommended that Citrix Systems, which had been acquired and would no longer be a public company, be removed from the peer group, and that Equifax, Inc. and Paycom Software, Inc. be added to the peer group based on criteria including revenue, net income, EBITDA, operating cash flow, and number of employees. As a result, the following is the list of peer companies for 2023 approved by the Compensation Committee in December 2022 based upon the recommendations of Willis Towers Watson:

  79. 2023 Peer Group Companies

    2023 Peer Group Companies

  80. 2023 Peer Group Companies

    | • ANSYS, Inc. • BlackKnight, Inc. • Equifax, Inc. • FactSet Research Systems Inc. • Fair Isaac Corp. | • Gartner, Inc. • Mercadolibre, Inc. • MSCI Inc. • Paycom Software, Inc. • ServiceNow, Inc. | • Splunk, Inc. • TransUnion • Tyler Technologies, Inc. • VeriSign, Inc. | • Verisk Analytics, Inc. • Workday, Inc. • Zillow Group, Inc. |

  81. Independent Compensation Consultant

    Independent Compensation Consultant Willis Towers Watson is engaged by and reports to the Compensation Committee, and occasionally meets with management to discuss compensation initiatives and issues. The Compensation Committee reviewed an assessment of the independence of, and any potential conflicts of interest raised by, Willis Towers Watson’s work for the Compensation Committee by considering, among other things, the factors prescribed by the SEC and Nasdaq, and concluded that Willis Towers Watson is independent and there are no such conflicts of interest. For purposes of the Company’s 2023 executive compensation program, Willis Towers Watson provided the following services to the Compensation Committee:

  82. Independent Compensation Consultant

    | • | Reviewed the Company’s peer group; |

  83. Independent Compensation Consultant

    | • | Provided the Compensation Committee with a compensation analysis with respect to the competitiveness of the Company’s executive compensation programs; |

  84. Independent Compensation Consultant

    | • | Conducted a market study of executive compensation practices to help ensure that the Company’s compensation programs are reasonable and competitive; and |

  85. Independent Compensation Consultant

    | • | Conducted an assessment of potential risk factors associated with the design and administration of the Company’s executive compensation programs. |

  86. Management

    | • | The CEO is responsible for conducting an annual performance evaluation of each of the other NEOs; and |

  87. Management

    | • | Based on performance and competitive benchmarking reports, the CEO makes recommendations to the Compensation Committee for the compensation of the other NEOs. |

  88. Stockholder Outreach and Say-on-Pay Response

    with investors our progress towards stated strategic initiatives, as well as expected investments and the rationale and expected returns on those investments. CoStar annually offers stockholders the opportunity to cast an advisory vote on our executive compensation program. This annual vote is known as the “say-on-pay” proposal. At our annual meeting of stockholders held in 2023, approximately 88% of the votes cast were voted in favor of the say-on-pay proposal covering our executive compensation program. The Compensation Committee values stockholder feedback and endeavors to respond to stockholders’ concerns about the Company’s executive compensation practices. The Company regularly communicates with its stockholders to better understand their opinions on its business strategy and objectives and to obtain feedback regarding other matters of investor interest, such as executive compensation. Many of the current program features are a result of the Company proactively reaching out to stockholders to discuss the Company’s executive compensation program. For instance, in response to previous stockholder discussions, the Compensation Committee implemented and approved a long-term performance component within the executive compensation program; distinct financial metrics for the annual awards of cash incentives, performance-based restricted stock and the three-year performance-based restricted stock awards; the executive stock ownership policy; and the clawback policy. In light of the high level of stockholder support, the Compensation Committee did not make any changes to the executive compensation program directly as a result of the 2023 say-on-pay vote. The Compensation Committee carefully considers any feedback the Company receives as part of its annual review of our executive compensation program. The Compensation Committee has determined the basic structure of our executive compensation program, which continues to include significant changes previously made in response to stockholder feedback. The next page sets out highlights of the design of the current executive compensation program and the Company’s corporate policies.

  89. Equity Grant Practices

    Equity Grant Practices The Company does not have any program, plan or practice to time equity awards in coordination with the release of material non-public information, nor does the Company time the release of material nonpublic information for the purpose of affecting the value of executive compensation.

  90. Equity Grant Practices

    | | 2024 PROXY STATEMENT 54 |

  91. Termination and Change of Control Provisions

    Termination and Change of Control Provisions Except for Messrs. Florance and Wheeler, each of whom has termination provisions in his respective employment agreement or employment terms as described in more detail below in the section titled “Potential Payments Upon Termination or Change of Control” of this Proxy Statement, the Company is not obligated to provide significant severance or termination payments to NEOs. All Company employees are employed at will and, unless specified otherwise by an employment agreement, CoStar is not liable to pay severance but has chosen to adopt a severance policy as described in more detail below to apply only in limited circumstances. The Company may choose to pay severance outside of the severance policy in its sole discretion and may amend, alter or discontinue the severance policy at any time. Similarly, except for Mr. Florance, who negotiated change of control provisions in his employment agreement, the Company does not provide significant cash payments to NEOs upon a change of control or other similar significant corporate event. However, in order to protect the rights granted under the 2007 Plan and 2016 Plan, including the Matching RSUs to be issued when DSUs are awarded under the MSPP, the form of grant agreement provides for acceleration of vesting of stock and option grants and rights to exercise stock options upon certain significant events, including a change of control, as described in more detail below (except in the event that the awards are assumed or substitute grants are awarded pursuant to the terms of the grant). Those rights do not discriminate in scope, terms or operation in favor of NEOs of the Company and are available generally to all employees who participate in those plans. Details of the potential termination payments for Messrs. Florance, Wheeler, Saint, and Simuro and Ms. Ruggles, of the rights triggered under the 2007 Plan and 2016 Plan in the case of a significant corporate event and potential payments under the Company-wide severance policy are set out below in the section titled “Potential Payments Upon Termination or Change of Control” in this Proxy Statement.

  92. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  93. 2023 Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | STOCK AWARDS(1) ($) | OPTION AWARDS(1) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(2) ($) | ALL OTHER COMPENSATION(3) ($) | TOTAL ($) | | Andrew C. Florance Chief Executive Officer and President | 2023 | $997,000 | $23,225,988 | $2,119,231 | $2,250,000 | $583,961(3) | $29,176,180 | | | 2022 | $971,962 | $13,454,822 | $2,071,602 | $2,549,300 | $372,828 | $19,420,514 | | | 2021 | $905,769 | $16,703,568 | $2,007,200 | $2,405,000 | $142,804 | $22,164,341 | | Scott T. Wheeler Chief Financial Officer | 2023 | $569,708 | $7,312,473 | $617,818 | $963,125 | $17,981(3) | $9,481,105 | | | 2022 | $535,892 | $5,197,575 | $672,147 | $919,020 | $15,422 | $7,340,056 | | | 2021 | $503,000 | $6,207,582 | $652,340 | $867,000 | $13,355 | $8,243,277 | | Lisa C. Ruggles Senior Vice President, Global Operations | 2023 | $545,293 | $3,671,620 | $355,101 | $759,688 | $240,941(3) | $5,572,643 | | | 2022 | $514,877 | $3,193,059 | $461,718 | $706,384 | $46,200 | $4,922,238 | | | 2021 | $479,615 | $3,929,659 | $426,530 | $784,000 | $12,924 | $5,632,728 | | Frederick G. Saint President, Marketplaces | 2023 | $546,985 | $3,671,620 | $355,101 | $794,750 | $17,590(3) | $5,386,046 | | | 2022 | $527,262 | $2,997,097 | $461,718 | $721,344 | $16,322 | $4,723,743 | | | 2021 | $503,000 | $4,139,100 | $476,710 | $840,990 | $12,773 | $5,972,573 | | Frank A. Simuro Chief Technology Officer | 2023 | $587,446 | $6,418,808 | $617,818 | $1,050,000 | $44,917(3) | $8,718,989 | | | 2022 | $512,493 | $3,728,252 | $461,718 | $829,440 | $16,322 | $5,548,225 |

  94. 2023 Summary Compensation Table

    | (1) This column shows the aggregate grant date fair value of the awards granted in the years shown, computed in accordance with FASB ASC Topic 718 pursuant to SEC rules, including the grant date fair value of the maximum number of shares that could be earned pursuant to the three-year performance-based restricted stock awards granted in 2021, 2022 and 2023, which vest based on achievement of a three-year cumulative revenue goal for the three-year period commencing January 1 of the year of grant and running through December 31 of the third year following the date of grant (i.e., January 1, 2021 – December 31, 2023 for the 2021 grants; January 1, 2022 – December 31, 2024 for the 2022 grants; and January 1, 2023 – December 31, 2025 for the 2023 grants) and are subject to adjustment based on the Company’s relative TSR over the respective three-year performance period. These amounts reflect the Company’s accounting expense and do not necessarily correspond to the actual value that will be realized by the NEOs. Additional information regarding the size of the awards is set forth in the notes to the “Grants of Plan Based Awards” and “Outstanding Equity Awards” tables. Assumptions used in calculating the fair value for awards granted in 2023 are described in Note 17 to the audited financial statements in the 2023 Annual Report. For additional information on the stock awards, see the “Equity Incentive Compensation” discussion within the section titled “Compensation Discussion and Analysis” of this Proxy Statement. |

  95. 2023 Summary Compensation Table

    | (2) This amount represents the annual cash incentive earned under the Company’s annual incentive bonus plan based on the achievement of individual and/or Company financial goals. These bonuses are awarded and paid in the year following the year for which performance was measured. For additional information regarding the annual cash incentives paid for 2023 performance, see the “2023 Annual Cash Incentive Program” discussion within the section titled “Compensation Discussion and Analysis” of this Proxy Statement. In addition, this amount includes a deferral in the amount set forth in the table below for those NEOs who elected to defer a portion of their 2023 cash incentive compensation under the MSPP. Under the terms of the MSPP, a participant may elect to defer a stated portion of his or her cash incentive compensation award into DSUs. The Company then matches these DSUs with a grant of Matching RSUs under the 2016 Plan. The DSUs and Matching RSUs awarded pursuant to the NEOs’ elections with respect to their 2022 cash incentive compensation were issued in March 2023. For additional information regarding the MSPP, see the “Management Stock Purchase Plan” discussion within the section titled “Compensation Discussion and Analysis” of this Proxy Statement. |

  96. 2023 Summary Compensation Table

    | NAME | MSPP CONTRIBUTION ($) | DSUs AWARDED (#) | | Andrew C. Florance | $1,274,586 | 18,922 | | Scott T. Wheeler | $893,665 | 13,267 |

  97. 2023 Summary Compensation Table

    | (3) For Mr. Florance, his respective amount for the year ended December 31, 2023 included (i) a 401(k) Plan employer matching contribution in the amount of $13,200, (ii) $226,751 of incremental costs associated with personal use of the Company aircraft by Mr. Florance and guests accompanying Mr. Florance during the year ended December 31, 2023, (iii) a Company paid housing allowance of $48,000 related to a non-primary residence to facilitate Mr. Florance’s frequent travel to our Richmond, Virginia office, (iv) a trip Mr. Florance attended with other Company employees to recognize the contributions of high-performing employees to the |

  98. 2023 Summary Compensation Table

    | | 2024 PROXY STATEMENT 57 |

  99. 2023 Summary Compensation Table

    | Company in the amount of $13,666 and a $10,389 tax gross up on the value of that trip, and (v) the costs of providing security services during the year ended December 31, 2023 to Mr. Florance for risks arising from his employment with the Company of $160,596 and a tax gross up on this benefit of $104,196. |

  100. 2023 Summary Compensation Table

    | For Messrs. Wheeler and Saint, each of their respective amounts for the year ended December 31, 2023 included a 401(k) Plan employer matching contribution in the amount of $13,200. |

  101. 2023 Summary Compensation Table

    | For Ms. Ruggles, her respective amount for the year ended December 31, 2023 included (i) a 401(k) Plan employer matching contribution in the amount of $13,200 and (ii) the costs of providing security services during the year ended December 31, 2023 to Ms. Ruggles for risks arising from her employment with the Company of $123,115 and a tax gross up on this benefit of $101,138. |

  102. 2023 Summary Compensation Table

    | For Mr. Simuro, his respective amount for the year ended December 31, 2023 included (i) a 401(k) Plan employer matching contribution in the amount of $13,200, and (ii) a trip Mr. Simuro attended with other Company employees to recognize the contributions of high-performing employees to the Company in the amount of $16,013 and a $11,227 tax gross up on the value of that trip. |

  103. 2023 Summary Compensation Table

    | For purposes of the “Summary Compensation Table,” we determined the incremental cost associated with personal use of the Company aircraft by calculating an hourly variable rate for variable costs such as fuel and hourly engine program costs for the aircraft and multiplied that result by the hours flown for personal use, then added one-time, variable costs incurred while using the corporate aircraft for personal use, such as catering and crew travel expenses. Since the aircraft is used primarily for business travel, the calculation does not include the fixed costs that do not change based on usage, such as crew salaries, hangar storage costs and cost of maintenance not related to personal use trips. |

  104. 2023 Summary Compensation Table

    | All Other Compensation for each of Mr. Florance and Ms. Ruggles increased in 2023 largely due to the costs of providing security services during the year ended December 31, 2023. These security services were provided in response to specific security concerns and were provided at the direction of the Board. |

  105. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following Grants of Plan-Based Awards table provides additional information about stock and option awards granted to our NEOs during the year ended December 31, 2023, as well as non-equity incentive plan awards for the year ended December 31, 2023.

  106. 2023 Grants of Plan-Based Awards

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(3) (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS(4) (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS(5) ($/SH) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(6) | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | Andrew C. Florance | | $750,000 | $1,500,000 | $3,000,000 | | | | | | | | | | 2/14/2023 | | | | 24,600 | 61,500 | 147,600 | | | | $11,332,728(7) | | | 2/14/2023 | | | | | | | 138,300 | | | $10,618,674 | | | 2/14/2023 | | | | | | | | 73,400 | $76.78 | $2,119,058 | | | 3/15/2023 | | | | | | | 18,922 | | | $1,274,586 | | Scott T. Wheeler | | $287,500 | $575,000 | $1,150,000 | | | | | | | | | | 2/14/2023 | | | | 7,200 | 18,000 | 43,200 | | | | $3,316,896(7) | | | 2/14/2023 | | | | | | | 40,400 | | | $3,101,912 | | | 2/14/2023 | | | | | | | | 21,400 | $76.78 | $617,818 | | | 3/15/2023 | | | | | | | 13,267 | | | $893,665 | | Lisa C. Ruggles | | $233,750 | $467,500 | $935,000 | | | | | | | | | | 2/14/2023 | | | | 4,120 | 10,300 | 24,720 | | | | $1,898,002(7) | | | 2/14/2023 | | | | | | | 23,100 | | | $1,773,618 | | | 2/14/2023 | | | | | | | | 12,300 | $76.78 | $355,101 | | Frederick G. Saint | | $233,750 | $467,500 | $935,000 | | | | | | | | | | 2/14/2023 | | | | 4,120 | 10,300 | 24,720 | | | | $1,898,002(7) | | | 2/14/2023 | | | | | | | 23,100 | | | $1,773,618 | | | 2/14/2023 | | | | | | | | 12,300 | $76.78 | $355,101 | | Frank A. Simuro | | $300,000 | $600,000 | $1,200,000 | | | | | | | | | | 2/14/2023 | | | | 7,200 | 18,000 | 43,200 | | | | $3,316,896(7) | | | 2/14/2023 | | | | | | | 40,400 | | | $3,101,912 | | | 2/14/2023 | | | | | | | | 21,400 | $67.29 | $617,818 |

  107. 2023 Grants of Plan-Based Awards

    | | 2024 PROXY STATEMENT 58 |

  108. 2023 Grants of Plan-Based Awards

    | (1) Amounts shown in these columns are possible amounts payable under the Company’s annual executive cash incentive plan for 2023. The actual cash payments made in 2024 for 2023 performance under the Company’s annual executive cash incentive plan are reported in the Summary Compensation Table above. The Company’s annual executive cash incentive plan in effect for 2023 is described more fully in the section titled “Compensation Discussion and Analysis—2023 Annual Cash Incentive Awards” within this Proxy Statement. |

  109. 2023 Grants of Plan-Based Awards

    | (2) Amounts shown in these columns are the possible number of shares that may vest pursuant to the three-year performance-based restricted stock awards granted in February 2023 under the Company’s 2016 Plan, which vest based on achievement of a three-year cumulative revenue goal for the period from January 1, 2023 through December 31, 2025 and are subject to adjustment based on the Company’s relative TSR over the three-year performance period. See “Compensation Discussion and Analysis—Multi-Year Performance-Based Equity Incentive Awards” for a description of the material terms of these awards. |

  110. 2023 Grants of Plan-Based Awards

    | (3) Amounts shown in this column represent restricted stock and restricted stock unit awards granted to the NEOs in 2023, including (a) grants on February 14, 2023 in respect of achievement of 2022 net income goals and (b) restricted stock units granted on March 15, 2023 in connection with the Company’s MSPP. The closing prices of the Company’s common stock on February 14, 2023 and March 15, 2023 were $76.78 and $67.36, respectively. These awards were granted under the Company’s 2016 Plan. |

  111. 2023 Grants of Plan-Based Awards

    | (4) Amounts shown in this column represent stock options granted to the NEOs in 2023 under the Company’s 2016 Plan that vest in three equal annual installments after the date of grant. |

  112. 2023 Grants of Plan-Based Awards

    | (5) The exercise price is the closing price of our common stock on the date of grant, as reported on Nasdaq. |

  113. 2023 Grants of Plan-Based Awards

    | (6) The amounts shown in this column represent the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718 pursuant to SEC rules. For a discussion of the assumptions used in calculating the fair value of each equity award see Note 17 to the audited financial statements in the 2023 Annual Report. |

  114. 2023 Grants of Plan-Based Awards

    | (7) Amount shown represents the grant date fair value computed in accordance with FASB ASC Topic 718 pursuant to SEC rules of the maximum number of shares that could be earned pursuant to the three-year performance-based restricted stock awards, which vest based on achievement of a three-year cumulative revenue goal for the period from January 1, 2024 through December 31, 2025 and are subject to adjustment based on the Company’s relative TSR over the three-year performance period. For a discussion of the assumptions used in calculating the fair value of each equity award see Note 17 to the audited financial statements in the 2023 Annual Report. |

  115. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table summarizes the equity awards we have made to our NEOs that are outstanding as of December 31, 2023.

  116. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | OPTION AWARDS(1) | | | | | STOCK AWARDS | | | | | NAME | GRANT DATE(1) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(2) (#) | | Andrew C. Florance | 3/2/2017 | 346,000 | | $20.49 | 3/1/2027 | | | | | | | 2/28/2018 | 310,000 | | $34.21 | 2/27/2028 | | | | | | | 2/7/2019 | 222,000 | | $39.82 | 2/6/2029 | | | | | | | 2/6/2020 | 162,000 | | $66.65 | 2/5/2030 | | | | | | | 2/18/2021 | 53,330 | 26,670 | $91.98 | 2/17/2031 | | | | | | | 2/16/2022 | 33,800 | 66,750 | $67.29 | 2/15/2032 | | | | | | | 2/14/2023 | — | 73,400 | $76.78 | 2/13/2033 | | | | | | | | | | | | 251,029(4a) | $21,937,424 | | | | | | | | | | | | 344,400 | $30,097,116 | | Scott T. Wheeler | 2/7/2019 | 42,670 | | $39.82 | 2/6/2029 | | | | | | | 2/6/2020 | 51,000 | | $66.65 | 2/5/2030 | | | | | | | 2/18/2021 | 17,330 | 8,670 | $91.98 | 2/17/2031 | | | | | | | 2/16/2022 | 10,966 | 21,934 | $67.29 | 2/15/2032 | | | | | | | 2/14/2023 | — | 21,600 | $76.78 | 2/13/2033 | | | | | | | | | | | | 115,471(4b) | $10,091,011 | | | | | | | | | | | | 107,760 | $9,417,146 | | Lisa C. Ruggles | 2/28/2018 | 21,670 | | $34.21 | 2/27/2028 | | | | | | | 2/7/2019 | 38,000 | | $39.82 | 2/6/2029 | | | | | | | 2/6/2020 | 33,000 | | $66.65 | 2/5/2030 | | | | | | | 2/18/2021 | 11,330 | 5,670 | $91.98 | 2/17/2031 | | | | | | | 2/16/2022 | 7,533 | 15,067 | $67.29 | 2/15/2032 | | | | | | | 2/14/2023 | — | 12,300 | $76.78 | 2/13/2033 | | | | | | | | | | | | 50,202(4c) | $4,387,153 | | | | | | | | | | | | 69,360 | $6,061,370 | | Frederick G. Saint | 2/7/2019 | 45,000 | | $39.82 | 2/6/2029 | | | | | | | 2/6/2020 | 33,000 | | $66.65 | 2/5/2030 | | | | | | | 2/18/2021 | 12,660 | 6,340 | $91.98 | 2/17/2031 | | | | | | | 2/16/2022 | 7,533 | 15,067 | $67.29 | 2/15/2032 | | | | | | | 2/14/2023 | — | 12,300 | $76.78 | 2/13/2033 | | | | | | | | | | | | 44,434(4d) | $3,883,087 | | | | | | | | | | | | 71,760 | $6,271,106 |

  117. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | 2024 PROXY STATEMENT 60 |

  118. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | OPTION AWARDS(1) | | | | | STOCK AWARDS | | | | | NAME | GRANT DATE(1) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(2) (#) | | Frank A. Simuro | 2/28/2018 | 22,420 | | $34.21 | 2/27/2028 | | | | | | | 2/7/2019 | 38,000 | | $39.82 | 2/6/2029 | | | | | | | 2/6/2020 | 33,000 | | $66.65 | 2/5/2030 | | | | | | | 2/18/2021 | 11,330 | 5,670 | $91.98 | 2/17/2031 | | | | | | | 2/16/2022 | 7,533 | 15,067 | $67.29 | 2/15/2032 | | | | | | | 2/14/2023 | — | 21,400 | $76.78 | 2/13/2033 | | | | | | | | | | | | 86,045(4e) | $7,519,473 | | | | | | | | | | | | 87,840 | $7,676,338 |

  119. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) The dates of grant of each NEO’s stock option awards outstanding as of December 31, 2023 are set forth in the table above. Each option awards vest one-third annually, with awards granted between the 1st and 15th of any month vesting on the 15th day of the month during which the anniversary of the grant falls, assuming continued employment and awards granted between the 16th day of the month and the end of the month vesting on the 1st day of the month following during which the anniversary of the grant falls, assuming continued employment. |

  120. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) Market value based on the closing price of the Company’s common stock as of December 29, 2023 of $87.39 per share, the last trading day of 2023. |

  121. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Represents the maximum number of shares that could be earned pursuant to the three-year performance-based restricted stock awards, which vest based on achievement of a three-year cumulative revenue goal. The revenue goal for the grants made in 2023 are for the period from January 1, 2023 through December 31, 2025 and the awards are subject to adjustment based on the Company’s relative TSR over the three-year performance period. The revenue goal for the grants made in 2022 are for the period from January 1, 2022 through December 31, 2024 and the awards are subject to adjustment based on the Company’s relative TSR over the three-year performance period. The revenue goal for the grants made in 2021 are for the period from January 1, 2021 through December 31, 2023 and the awards are subject to adjustment based on the Company’s relative TSR over the three-year performance period. |

  122. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4a) As of December 31, 2023, Mr. Florance held (i) 29,340 shares of restricted stock, which vest in their entirety on March 1, 2024, (ii) 64,467 shares of restricted stock, which vest in equal installments on March 1, 2024 and 2025, (iii) 138,300 shares of restricted stock, which vest in equal installments on February 15, 2024, 2025, and 2026, and (iv) 18,922 shares of restricted stock units, which vest in their entirety on March 15, 2027. |

  123. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4b) As of December 31, 2023, Mr. Wheeler held (i) 9,670 shares of restricted stock, which vest in their entirety on March 1, 2024, (ii) 20,867 shares of restricted stock, which vest in equal installments on March 1, 2024 and 2025, (iii) 40,400 shares of restricted stock, which vest in equal installments on February 15, 2024, 2025, and 2026, (iv) 8,640 shares of restricted stock units, which vest in their entirety on March 15, 2024, (v) 7,990 shares of restricted stock units, which vest in their entirety on March 15, 2025, (vi) 14,637 shares of restricted stock units, which vest in their entirety on March 15, 2026, and (vii) 13,267 shares of restricted stock units, which vest in their entirety on March 15, 2027. |

  124. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4c) As of December 31, 2023, Ms. Ruggles held (i) 6,340 shares of restricted stock, which vest in their entirety on March 1, 2024, (ii) 14,334 shares of restricted stock, which vest in equal installments on March 1, 2024 and 2025, (iii) 50 shares of restricted stock, which vest in equal installments on June 1, 2024 and 2025, (iv) 23,100 shares of restricted stock, which vest in equal installments on February 15, 2024, 2025, and 2026, (v) 760 shares of restricted stock units, which vest in their entirety on March 15, 2024, (vi) 2,230 shares of restricted stock units, which vest in their entirety on March 15, 2025, and (vii) 3,388 shares of restricted stock units, which vest in their entirety on March 15, 2026. |

  125. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4d) As of December 31, 2023, Mr. Saint held (i) 7,000 shares of restricted stock, which vest in their entirety on March 1, 2024, (ii) 14,334 shares of restricted stock, which vest in equal installments on March 1, 2024 and 2025, and (iii) 23,100 shares of restricted stock, which vest in equal installments on February 15, 2024, 2025, and 2026. |

  126. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4e) As of December 31, 2023, Mr. Simuro held (i) 6,340 shares of restricted stock, which vest in their entirety on March 1, 2024, (ii) 14,334 shares of restricted stock, which vest in equal installments on March 1, 2024 and 2025, (iii) 40,400 shares of restricted stock, which vest in equal installments on February 15, 2024, 2025, and 2026, (iv) 5,840 shares of restricted stock units, which vest in their entirety on March 15, 2024, (v) 6,490 shares of restricted stock units, which vest in their entirety on March 15, 2025, and (vi) 12,641 shares of restricted stock units, which vest in their entirety on March 15, 2026. |

  127. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | 2024 PROXY STATEMENT 61 |

  128. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following Option Exercises and Stock Vested table provides information about the value realized by the NEOs on option award exercises and stock award vesting during the year ended December 31, 2023.

  129. Option Exercises and Stock Vested in 2023

    | NAME | OPTION AWARDS | | STOCK AWARDS | | | | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING(1) ($) | | Andrew C. Florance | 360,530 | $21,087,230 | 144,896 | $10,762,349 | | Scott T. Wheeler | — | — | 46,355 | $3,440,482 | | Lisa C. Ruggles | — | — | 30,582 | $2,268,473 | | Frederick G. Saint | — | — | 31,227 | $2,313,830 | | Frank A. Simuro | 58,810 | $3,187,853 | 30,557 | $2,266,488 |

  130. Option Exercises and Stock Vested in 2023

    | (1) Reflects the product of the number of shares acquired upon vesting multiplied by the closing price of our common stock on the trading day immediately preceding the vesting date. |

  131. Non-Qualified Deferred Compensation in 2023

    Non-Qualified Deferred Compensation in 2023

  132. Non-Qualified Deferred Compensation in 2023

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($)(1) | REGISTRANT CONTRIBUTIONS IN LAST FISCAL YEAR ($) | AGGREGATE EARNINGS IN LAST FISCAL YEAR ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FISCAL YEAR END ($)(2) | | Andrew C. Florance | $1,274,586 | — | — | — | $1,653,594 | | Scott T. Wheeler | $893,665 | — | — | — | $3,891,826 | | Lisa C. Ruggles | $0 | — | — | — | $557,373 | | Frederick G. Saint | — | — | — | — | $0 | | Frank A. Simuro | $0 | — | — | — | $2,182,216 |

  133. Non-Qualified Deferred Compensation in 2023

    | (1) These contributions were made by deferring a portion of the 2022 annual cash incentive award under our MSPP and represent the value of DSUs purchased in 2023 based on the closing share price of our common stock on the purchase date. All of the amounts shown in this column were included as compensation in the “Summary Compensation Table” for 2022 in accordance with SEC rules because they represent a portion of the annual cash incentive award earned for 2022 performance that would have been paid out in 2023 if the deferral election had not been made. |

  134. Non-Qualified Deferred Compensation in 2023

    | (2) Represents the value of the DSUs held as of December 31, 2023, multiplied by $87.39, the closing stock price of our common stock on December 29, 2023, the last trading day in December 2023. |

  135. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control This section discusses the incremental compensation that would be payable by the Company to each NEO in the event of a change of control of the Company or a termination of the NEO’s employment with the Company for various reasons described below, sometimes referred to herein as a “triggering event.” The actual amounts that would be paid upon a NEO’s termination of employment or change of control can only be determined at the time of the applicable event. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event and the Company’s stock price.

  136. Potential Payments Upon Termination or Change of Control

    | | 2024 PROXY STATEMENT 62 |

  137. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K. For these purposes, we identified our employee population as of December 31, 2023 based on our payroll records. As permitted by SEC rules under a de minimis exemption, we excluded 243 employees, consisting of all employees located in France (93 employees), Germany (57 employees), Spain (41 employees), Singapore (20 employees), China (9 employees), Indonesia (9 employees), Australia (5 employees), Colombia (4 employees), Japan (2 employees), United Arab Emirates (2 employees), and Italy (1 employee), who in the aggregate represented less than 5% of our 6,196 employees as of December 31, 2023. The application of the de minimis exceptions results in an employee population of 5,953 including the Chief Executive Officer. We identified the median compensated employee using annual base salary determined as of December 31, 2023, cash bonus paid in fiscal 2023 and annual equity awards granted during fiscal 2023, as well as sales incentive compensation and overtime pay, which we annualized for any employee who did not work for the entire year. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The 2023 total compensation of the median compensated of all our employees who were employed as of December 31, 2023, other than our CEO, Andrew Florance, was $109,250; Andrew Florance’s 2023 total compensation was $29,176,180, which were each calculated in accordance with SEC rules applicable to the Summary Compensation Table. The ratio of these amounts was 1-to-267.

  138. Pay Ratio

    | | 2024 PROXY STATEMENT 66 |

  139. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, we are providing the information below to illustrate the relationship between the SEC-defined compensation actually paid (“CAP”) and various measures used to gauge the Company’s financial performance in conformance with Item 402(v) of Regulation S-K. CAP is calculated in accordance with Item 402(v) of Regulation S-K and differs from compensation shown in the Summary Compensation Table for the CEO and other NEOs. See below for a reconciliation of the total compensation shown in the Summary Compensation Table to CAP. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, see the Compensation Discussion and Analysis section beginning on page 36. The following table sets forth information concerning the compensation of our NEOs and our financial performance for each of the three years in the period ended December 31, 2023:

  140. Pay Versus Performance

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($) | COMPENSATION ACTUALLY PAID TO PEO (1) ($) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO (1) NEOS ($) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME ($ IN 000S) | EBITDA ($ IN 000S) | | | | | | | TOTAL SHAREHOLDER RETURN ($) | PEER GROUP TOTAL SHAREHOLDER RETURN (2) ($) | | | | 2023 | $29,176,180 | $28,622,960 | $7,289,696 | $7,416,214 | $146.06 | $119.55 | $374,670 | $389,819 | | 2022 | $19,420,514 | $16,180,113 | $5,633,566 | $4,583,956 | $129.17 | $102.47 | $369,453 | $582,655 | | 2021 | $22,164,341 | $11,430,937 | $6,616,193 | $3,506,869 | $132.09 | $133.08 | $292,564 | $564,981 | | 2020 | $21,304,754 | $43,421,540 | $5,349,361 | $2,432,888 | $154.48 | $116.09 | $227,128 | $406,146 |

  141. Pay Versus Performance

    | (1) The amounts shown represent CAP to our PEO and the average CAP to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |

  142. Pay Versus Performance

    | YEAR | PEO | NON-PEO NEOS | | 2023 | Andrew C. Florance | Scott T. Wheeler, Lisa C. Ruggles, Frederick G. Saint and Frank A. Simuro | | 2022 | Andrew C. Florance | Scott T. Wheeler, Lisa C. Ruggles, Frederick G. Saint and Frank A. Simuro | | 2021 | Andrew C. Florance | Scott T. Wheeler, Lisa C. Ruggles and Frederick G. Saint | | 2020 | Andrew C. Florance | Scott T. Wheeler, Lisa C. Ruggles, Frederick G. Saint and Matthew F.W. Linnington |

  143. Pay Versus Performance

    | | 2024 PROXY STATEMENT 67 |

  144. Pay Versus Performance

    CAP to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  145. Pay Versus Performance

    | ADJUSTMENTS | PEO | | | | | | | | | | 2023 | | 2022 | | 2021 | | 2020 | | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the 2023 Summary Compensation Table for Applicable Year | -$ | 25,345,219 | -$ | 15,526,424 | -$ | 18,710,768 | -$ | 18,492,242 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable Year that Remain Unvested as of Applicable Year End, determined as of Applicable Year End | | 24,240,807 | | 18,416,210 | | 14,435,844 | | 20,330,911 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable Year that Vested during Applicable Year, determined as of Vesting Date | | 0 | | 3,551 | | 0 | | 0 | | Increase/deduction for Awards Granted during Prior Year(s) that were Outstanding and Unvested as of Applicable Year End, determined based on change in ASC 718 Fair Value from Prior Year End to Applicable Year End | | 2,965,451 | | 756,384 | -$ | 3,584,582 | | 18,080,010 | | Increase/deduction for Awards Granted during Prior Year(s) that Vested During Applicable Year, determined based on change in ASC 718 Fair Value from Prior Year End to Vesting Date | -$ | 2,414,259 | -$ | 6,890,122 | -$ | 2,873,898 | | 2,198,107 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior Year(s) that were Forfeited during Applicable Year, determined as of Prior Year End | | 0 | | 0 | | 0 | | 0 | | Total Adjustments | -$ | 553,220 | -$ | 3,240,401 | -$ | 10,733,404 | | 22,116,786 |

  146. Pay Versus Performance

    | ADJUSTMENTS | AVERAGE NON-PEO NEOS | | | | | | | | | | 2023 | | 2022 | | 2021 | | 2020 | | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the 2023 Summary Compensation Table for Applicable Year | -$ | 5,755,090 | -$ | 4,293,321 | -$ | 5,277,307 | -$ | 4,670,083 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable Year that Remain Unvested as of Applicable Year End, determined as of Applicable Year End | | 5,567,668 | | 4,567,643 | | 3,840,076 | | 3,667,266 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable Year that Vested during Applicable Year, determined as of Vesting Date | | 0 | | 0 | | 301 | | 530 | | Increase/deduction for Awards Granted during Prior Year(s) that were Outstanding and Unvested as of Applicable Year End, determined based on change in ASC 718 Fair Value from Prior Year End to Applicable Year End | | 738,930 | | 183,671 | -$ | 849,736 | | 3,382,952 | | Increase/deduction for Awards Granted during Prior Year(s) that Vested During Applicable Year, determined based on change in ASC 718 Fair Value from Prior Year End to Vesting Date | -$ | 424,990 | -$ | 1,507,603 | -$ | 822,658 | | 573,190 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior Year(s) that were Forfeited during Applicable Year, determined as of Prior Year End | | 0 | | 0 | | 0 | -$ | 5,870,328 | | Total Adjustments | | 126,518 | -$ | 1,049,610 | -$ | 3,109,324 | -$ | 2,916,473 |

  147. Pay Versus Performance

    | (2) Pursuant to SEC rules, the TSR amounts assume an initial investment of $100 on December 31, 2019. As permitted by SEC rules, the peer group referenced for purposes of the TSR comparison is the group of companies included in the S&P 500 Internet Services & Infrastructure Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described in the “Determining Executive Compensation” section of this Proxy Statement. |

  148. Pay Versus Performance

    | | 2024 PROXY STATEMENT 68 |

  149. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  150. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures u se d by us to link com p ensation actually paid to our NEOs for the fiscal year ended December 31, 2023:

  151. Pay Versus Performance Tabular List

    | (1) Revenue; |

  152. Pay Versus Performance Tabular List

    | (2) EBITDA; |

  153. Pay Versus Performance Tabular List

    | (3) Relative TSR; and |

  154. Pay Versus Performance Tabular List

    | (4) Net Income. |

  155. Pay Versus Performance Tabular List

    These measures reflect the key metrics used for measuring performance under our annual cash and equity incentive compensation plans and multi-year performance-based equity incentive awards.

  156. Pay Versus Performance Tabular List

    | | 2024 PROXY STATEMENT 69 |