DEF 14A of Costar Group, Inc., Apr 30, 2025

DEF 14A of Costar Group, Inc.

Filed Apr 30, 2025 · FY20240001193125-25-107493

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors The below summarizes information about our director nominees and their Audit, Compensation, and Nominating and Corporate Governance Board committee assignments. Our director nominees possess a broad range of 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 18.

  2. 2025 Director Nominees

    2025 Director Nominees The table below provides current membership information for each of the Audit, Compensation, and Nominating and Corporate Governance Board Committees.

  3. 2025 Director Nominees

    | | Florance | Sams | Berisford | Brunner | Glaser | Hill | McCarthy | Musslewhite | | Audit | | ✔ | | ✔ | | ✔ (Chair) | | | | Compensation | | ✔ | | | | ✔ | | ✔ (Chair) | | Nominating and Corporate Governance | | ✔ (Chair) | | | | ✔ | | ✔ | | The table below provides expected membership information for each of the Board Committees, effective immediately following the Annual Meeting. | | | | | | | | | | | Florance | Sams | Berisford | Brunner | Glaser | Hill | McCarthy | Musslewhite | | Audit | | ✔ | | ✔ | ✔ | ✔ (Chair) | | | | Compensation | | | ✔ | ✔ | | | | ✔ (Chair) | | Nominating and Corporate Governance | | ✔ (Chair) | | | ✔ | | ✔ | |

  4. 2025 Director Nominees

    | | 2025 PROXY STATEMENT 8 |

  5. Director Nominee Experience Highlights

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

  6. 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 | | CORPORATE RESPONSIBILITY AND SUSTAINABILITY |

  7. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated all eight of the current directors for reelection, all of whom were last elected at the 2024 Annual Meeting of Stockholders, except for Mr. Berisford, Ms. Glaser, and Ms. McCarthy who were appointed to the Board in April 2025. Ms. Glaser was recommended to the Company by a third-party search firm, and Mr. Berisford and Ms. McCarthy were recommended to the Company by security holders, as detailed in applicable support agreements with such security holders. 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.

  8. ELECTION OF DIRECTORS

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

  9. ELECTION OF DIRECTORS

    | | 2025 PROXY STATEMENT 14 |

  10. Board Composition

    Board Composition Our Nominating and Corporate Governance Committee reviews and assesses with the Board the Board’s membership criteria. These criteria include independence, judgment, integrity, ability to commit sufficient time and attention to the activities of the Board, absence of potential conflicts with the Company’s interests, business experience, skills and background, including an understanding of and experience with real estate, information services and technology industries, and finance and marketing expertise. In addition, the Nominating and Corporate Governance Committee evaluates the composition of the Board to assess the skills and experience that are currently represented on the Board, as well as the skills and experience that the Nominating and Corporate Governance Committee believes the Board will find valuable in the future, given the Company’s current standing and strategic plans. This evaluation enables the Nominating and Corporate Governance Committee to assess its effectiveness at achieving these Board membership objectives. We expect that our Board members will have a varied portfolio of skills, experiences and backgrounds and that each will contribute to the composition of the Board so that, collectively, the Board will possess the necessary skills, experience and background to oversee our business and affairs in light of the Company’s current standing and strategic plans. Below is a list of key skills and experience that our directors bring to our Board that we consider important in light of our current business and structure.

  11. Board Composition

    | | 2025 PROXY STATEMENT 15 |

  12. Board Composition

    | DIRECTOR SKILLS/EXPERIENCE | | | | | | | | | | Industry I Commercial Real Estate: Experience in the real estate, information services and technology industries areas is valuable in understanding our growth and development efforts, as well as the market segments in which we operate. | | | | | | | | | | Public Company Governance: Experience with reporting obligations, investor interaction, public company governance, knowledge and understanding of governance planning, and experience in encouraging management accountability and protecting stockholder interests. | | | | | | | | | | Global Business: Broad exposure to companies or organizations that have a significant global presence, including developing and managing business in markets around the world. | | | | | | | | | | Financial Accounting and Reporting: Experience in accounting or financial reporting, including understanding of internal controls; experience in overseeing such reporting and controls. | | | | | | | | | | Legal, Public Policy, and Regulatory: Expertise in compliance with applicable governmental regulations; experience in legal and regulatory matters, and corporate compliance and ethics policies; experience in managing the effects of government policies and regulations. | | | | | | | | | | Business Development and M&A: Expertise in and understanding of business development, strategic planning, and implementation; experience in leading strategy discussion at the board level; experience with developing and implementing strategies for growth, including mergers and acquisitions and divestitures. | | | | | | | | | | Talent Management and Executive Compensation: Broad experience in executive development, performance, and compensation; experience with HR processes and strategies and efforts to attract, motivate, and retain candidates for key positions; experience in talent development. | | | | | | | | | | Marketing and Sales: Experience with enhancing sales in existing markets; experience in developing new products and services and markets for growth; experience in marketing communication, brand strategy development, and advertising. | | | | | | | | | | Risk Management: Experience in the management of critical business and/or legal risk; understanding of risk management functions, including risk identification/classification, crisis management and similar functions; ability to think strategically about risk and provide oversight and advice relating to risk. | | | | | | | | | | Senior Management and Leadership: Experience as chief executive officer, president, chairman, or at similar leadership position in a large company or other large organization. | | | | | | | | | | Cybersecurity and Data Privacy: Experience in overseeing and managing cybersecurity and data privacy risks; history of leadership roles in cybersecurity risk management; degrees, certifications, or other background in cybersecurity. | | | | | | | | | | Corporate Responsibility and Sustainability: Experience in overseeing and managing Corporate Responsibility practices and initiatives; skills and knowledge in climate-related strategic planning, risk mitigation, and management; ability to provide oversight and advice relating to climate-related risks. | | | | | | | | |

  13. Board Composition

    VERY SKILLED/EXPERIENCED SOME SKILL/EXPERIENCE

  14. Board Composition

    | | 2025 PROXY STATEMENT 16 |

  15. Board Evaluation Process

    Board Evaluation Process The Nominating and Corporate Governance Committee identifies nominees for director, and considers recommendations from other members of the Board, officers and employees of CoStar and other sources that the Nominating and Corporate Governance Committee deems appropriate, which may include professional search firms. The Nominating and Corporate Governance Committee will also consider Board nominees suggested by stockholders if such recommendations are submitted timely, and include the required information specified in our By-Laws, as described under “Stockholder Proposals and Nominations for Directors for the 2026 Annual Meeting of Stockholders” below. The Company may require any proposed nominee to furnish other information as reasonably required to determine eligibility to serve as a director of the Company, including information regarding the proposed nominee’s independence. There is no difference in the manner by which the Nominating and Corporate Governance Committee evaluates prospective nominees for director based on the source from which the individual was first identified. When evaluating nominees for director, the Nominating and Corporate Governance Committee considers, among other things, an individual’s business experience and skills, background, independence, judgment, integrity and ability to commit sufficient time and attention to the activities of the Board, as well as the absence of any potential conflicts with the Company’s interests. If the nominee is a director standing for reelection, that individual’s past contribution, engagement and commitment to CoStar are also considered. The Nominating and Corporate Governance Committee evaluates the totality of the merits of each prospective nominee that it considers and does not establish minimum qualifications or attributes. Candidates are evaluated within the context of the perceived needs of the Board as a whole, so that the members of the Board, collectively, will possess the necessary skills, experience and background. John Berisford, Rachel Glaser, and Christine McCarthy, appointed in 2025, were identified through a rigorous director search process led by a special committee of the Board, leveraging an external search firm. The process included an extensive evaluation of candidates against key criteria such as industry expertise, technological acumen and leadership experience. The special committee conducted multiple rounds of review, interviews and deliberations to ensure that the selected directors would complement the Board’s existing strengths.

  16. Board Evaluation Process

    | | 2025 PROXY STATEMENT 17 |

  17. Director Nominees

    Director Nominees

  18. Director Nominees

    | Founder, President, and Chief Executive Officer, CoStar Group, Inc. Director Since: 1987 Age: 61 | EXPERIENCE Mr. Florance founded the Company in 1987. As President and Chief Executive Officer 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 Europe 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 Chief Executive Officer 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 • Board of Directors, American Real Estate Society • Governing Board, Management Leadership for Tomorrow • Member, Cathedral Chapter of the National Cathedral Other Public Company Directorships • None Other Public Company Directorships in the Past Five Years • None |

  19. Director Nominees

    | Board Chair, CoStar Group, Inc.; Former EVP & General Counsel, Turner Broadcasting System, Inc. Director Since: 2019 Age: 67 Independent Committees • Audit • Compensation • Nominating and Corporate Governance (Chair) | 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. (2021-2023) |

  20. Director Nominees

    | | 2025 PROXY STATEMENT 18 |

  21. Director Nominees

    | Former President of S&P Global Inc. Director Since: 2025 Age: 61 Independent | EXPERIENCE Mr. Berisford served as President of S&P Global Inc. from 2015 to 2022 and previously served as the company’s Executive Vice President of Human Resources. During his time at S&P Global Inc., Mr. Berisford was instrumental in creating and executing the company’s growth plan. Prior to joining S&P Global Inc., Mr. Berisford spent 22 years at PepsiCo, Inc., where he held several leadership roles. QUALIFICATIONS Mr. Berisford has a strong background as a seasoned business executive at well-established and profitable companies. Mr. Berisford brings to the Board his experience in business strategy, data and analytics acumen, and human resources, which will help the Board in overseeing the Company as it continues to diversify its business and innovate for the future. | EDUCATION B.A. (Political Science), West Liberty University M.A., West Virginia University Notable Affiliations and Recognitions • Member, National Association of Corporate Directors Other Public Company Directorships • Heidrick & Struggles International Inc. Other Public Company Directorships in the Past Five Years • Crisil Limited • S&P Global Ratings Europe Limited • Standard and Poor’s Financial Services Limited |

  22. Director Nominees

    | Chief Executive Officer and Founder, EB5 Capital Director Since: 2023 Age: 53 Independent Committees • Audit | EXPERIENCE Ms. Brunner is Founder and Chief Executive Officer 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) • Cleared Advisor, U.S. Trade Representative • Chair, Real Estate Committee • Council member, Urban Land Institute, U.S. Chamber of Commerce and Real Estate Executive Council • Governor, Watson Institute for International and Public Affairs, Brown University • Trustee, Brown University Other Public Company Directorships • None Other Public Company Directorships in the Past Five Years • Cushman & Wakefield • Chesapeake Lodging Trust Corporation |

  23. Director Nominees

    | | 2025 PROXY STATEMENT 19 |

  24. Director Nominees

    | Former Chief Financial Officer of Etsy, Inc. Director Since: 2025 Age: 63 Independent | EXPERIENCE Ms. Glaser most recently served as the Chief Financial Officer of Etsy, Inc. from 2017 to 2025. In that role, Ms. Glaser led Etsy’s strategic finance, corporate development, Tax and Treasury, Accounting, SEC reporting, Investor Relations, and other core functions. Previously, she was the Chief Financial Officer of Leaf Group Ltd., a company that owns and operates consumer media and marketplaces. Prior to that, she was the Chief Financial Officer of Move, Inc., the parent company of Realtor.com. Ms. Glaser also served as the Chief Operating and Financial Officer of MyLife.com, a subscription-based search business, and was the Senior Vice President of Finance for Yahoo! Inc. Prior to these roles, she held various finance and operations positions at The Walt Disney Company, including roles at Walt Disney Studios, Corporate Operations Planning group and in Disney Consumer Products. | QUALIFICATIONS Ms. Glaser is a seasoned executive with considerable financial expertise and relevant marketplace experience. In addition, Ms. Glaser brings to the Board significant public company, global business, business development and strategic planning experience. EDUCATION B.A. (Psychology), University of California, Berkeley M.B.A., University of Southern California Notable Affiliations and Recognitions • None Other Public Company Directorships • The New York Times Company Other Public Company Directorships in the Past Five Years • None |

  25. Director Nominees

    | Founder and Chief Executive Officer of J Hill Group Director Since: 2012 Age: 70 Independent Committees • Audit (Chair) • Compensation • Nominating and Corporate Governance | 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 Theatre Company • Director, Step Afrika! Other Public Company Directorships • None Other Public Company Directorships in the Past Five Years • Chesapeake Lodging Trust Corporation (2010-2019) |

  26. Director Nominees

    | | 2025 PROXY STATEMENT 20 |

  27. Director Nominees

    | Former Executive Vice President and Chief Financial Officer of The Walt Disney Company Director Since: 2025 Age: 69 Independent | EXPERIENCE Ms. McCarthy served as Executive Vice President and Chief Financial Officer of The Walt Disney Company from 2015 to 2023. Over her more than 20 years at The Walt Disney Company, she held positions of increasing responsibility, including Executive Vice President, Corporate Real Estate, Alliances and Treasurer, and Senior Vice President and Treasurer. Prior to joining The Walt Disney Company, Ms. McCarthy spent over 16 years in the banking industry, serving as Executive Vice President and Chief Financial Officer of Imperial Bancorp and holding various senior positions at First Interstate Bank. QUALIFICATIONS Ms. McCarthy’s qualifications to serve as a director include her extensive leadership, operations and strategic planning experience, which she gained through her prior executive and board experience at a wide array of companies. Ms. McCarthy’s more than 30 years of experience in finance, her executive | experience in real estate and her extensive understanding of complex financial analysis make her well qualified to serve as a director. EDUCATION B.A. (Biology), Smith College M.B.A, UCLA Anderson School of Management Notable Affiliations and Recognitions • Board Member, Smith College • Board Member, UCLA Anderson School of Management • Board Member, Los Angeles Philharmonic • Board Member, Westridge School • Board Member, Carnegie Institution for Science Other Public Company Directorships • Flutter Entertainment • Procter & Gamble Company Other Public Company Directorships in the Past Five Years • None |

  28. Director Nominees

    | Former Chief Executive Officer, Definitive Healthcare Corp. Director Since: 2019 Age: 55 Independent Committees • Compensation (Chair) • Nominating and Corporate Governance | EXPERIENCE Mr. Musslewhite served as CEO of Definitive Healthcare from August 2022 to January 2024, and was previously appointed as its President in October 2021. 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 • Member, Economic Club of Washington, D.C. • Director, Iodine Software • Director, IANS • Director, Ascend Learning Other Public Company Directorships • Cardinal Health Other Public Company Directorships in the Past Five Years • None |

  29. Director Nominees

    | | 2025 PROXY STATEMENT 21 |

  30. 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 for 2024 the percentage of our Board Chair’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 2024 to our non-employee directors who served the full year.

  31. 2024 Non-Employee Director Compensation

    2024 Non-Employee Director Compensation

  32. 2024 Non-Employee Director Compensation

    | NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | TOTAL ($) | | Michael R. Klein, Board Chair | $130,000 | $287,054 | $417,054 | | Angelique G. Brunner | $50,000 | $265,037 | $315,037 | | John W. Hill | $50,000 | $280,069 | $330,069 | | Laura Cox Kaplan | $50,000 | $262,076 | $312,076 | | Robert W. Musslewhite | $50,000 | $250,005 | $300,005 | | Christopher J. Nassetta | $50,000 | $287,054 | $337,054 | | Louise S. Sams | $50,000 | $265,037 | $315,037 | | Michael J. Glosserman(3) | $25,000(3) | — | — |

  33. 2024 Non-Employee Director Compensation

    | (1) Annual Retainers. This column shows the amount of cash compensation earned in 2024 for Board and committee service. Annual cash retainers are paid to directors in biannual installments and to the Chair 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. |

  34. 2024 Non-Employee 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 2024, non-employee directors received equity awards with the following grant date values: $250,000 for service on the Board (including the Board Chair); $30,000 for service as Chair of the Audit Committee; $15,000 for service on the Audit Committee; $25,000 for |

  35. 2024 Non-Employee Director Compensation

    | | 2025 PROXY STATEMENT 27 |

  36. 2024 Non-Employee Director Compensation

    | 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 2024 to each non-employee director, computed in accordance with FASB Accounting Standards Codification Topic 718, “Compensation – Stock Compensation.” |

  37. 2024 Non-Employee 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, 2024. Other than as set forth below, the non-employee directors did not hold any other outstanding equity awards at fiscal year-end. |

  38. 2024 Non-Employee Director Compensation

    | NAME | AGGREGATE SHARES OF UNVESTED RESTRICTED STOCK HELD AS OF 12/31/2024 | | Michael R. Klein, Board Chair | 9,525 | | Angelique G. Brunner | 6,140 | | John W. Hill | 9,337 | | Laura Cox Kaplan | 8,721 | | Robert W. Musslewhite | 8,335 | | Christopher J. Nassetta | 9,531 | | Louise S. Sams | 8,836 |

  39. 2024 Non-Employee Director Compensation

    | (3) Mr. Glosserman retired from the Board effective June 6, 2024. Mr. Glosserman received his biannual cash retainer in the amount of $25,000 on April 1, 2024. |

  40. Executive Compensation Program Objectives

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

  41. Executive Compensation Policies and Practices

    | Structure executive compensation program with focus on achievement of Company performance goals. | Equity incentive compensation granted in 2024 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 index for performance shares granted since 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 – three-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 2024 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: • Chief Executive Officer 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. |

  42. 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 2024 EBITDA and net income. We tie long-term pay to three-year cumulative revenue and relative TSR. We ask our independent compensation consultant (Willis Towers Watson) 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 generally 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 Messers. Florance, Wheeler and Lown, with employment agreements or offer letters that provide severance payments. 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 Chief Executive Officer, 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. |

  43. 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.

  44. Elements of Compensation

    | | COMPONENT | ROLE | HOW IT’S SET/LINKS TO PERFORMANCE | | FIXED | Base Salary | • To provide a consistent income stream • Comprise a low percentage of total compensation | • Reviewed annually in light of responsibilities, performance, internal pay equity, total compensation, and advice of the Compensation Committee’s independent 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 2024: 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 2024 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 |

  45. 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.

  46. 2024 Base Salaries

    2024 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 2024, the Compensation Committee conducted its annual review of NEO salaries and adjusted the base salaries of our NEOs between 4%-5%, except for Messrs. Florance and Wheeler, in each case to bring them in line with our peer group. Following the Compensation Committee’s review and adjustment (effective February 2024), the NEO salaries were as follows:

  47. 2024 Annual Cash Incentive Awards

    2024 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

  48. 2024 Annual Cash Incentive Awards

    | | 2025 PROXY STATEMENT 43 |

  49. 2024 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 2024, 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 2024 potential cash incentive award values at threshold, target and maximum, expressed as a percentage of his or her base salary.

  50. 2024 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% | 47.5% | 95.0% | 190.0% | | Christian M. Lown(1) | 35.0% | 65.0% | 47.5% | 95.0% | 190.0% | | Lisa C. Ruggles | 50.0% | 50.0% | 47.5% | 95.0% | 190.0% | | Frederick G. Saint | 40.0% | 60.0% | 50.0% | 100.0% | 200.0% | | Frank A. Simuro | 50.0% | 50.0% | 50.0% | 100.0% | 200.0% |

  51. 2024 Annual Cash Incentive Awards

    | (1) Mr. Lown’s weighting of individual goals were established in connection with the commencement of employment with the Company on July 1, 2024. |

  52. 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 Chief Executive Officer, who does not have individual goals. 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 2024 individual performance goals set by the Compensation Committee for each NEO other than the Chief Executive Officer and percentage of such goals achieved for each NEO are summarized in the table below.

  53. Individual Performance Goals and Achievement

    | | 2025 PROXY STATEMENT 44 |

  54. Individual Performance Goals and Achievement

    | NAME | 2024 INDIVIDUAL GOALS | % OF GOALS ACHIEVED | | Christian M. Lown | • Build best-in-class Finance operation scaled to CoStar’s requirements in U.S. and internationally • Ensure timely reporting for SEC financial filings • Drive efficiencies across CoStar • Identify, track and source M&A targets • Maintain and identify new opportunities for investor engagement | 200% | | Lisa C. Ruggles | • Create and manage to effective OKRs for each major division within Research function • Support Homes.com product through photography • Support CoStar Group international expansion • Build succession plan for key roles in Research function | 150% | | Frederick G. Saint | • Help Apartments.com achieve revenue, EBITDA margin, and contribution goals • Continue to recruit and fill key roles within the Apartments.com organization • Achieve continued growth in Apartments.com site traffic • Develop and launch targeted marketing campaigns • Achieve revenue and margin contribution goals for other marketplaces | 135% | | Frank A. Simuro | • Continue supporting monetization and growth of residential products • Oversee enhancements to CoStar Suite, CoStar Benchmark and Lender products • Achieve organic traffic growth on Apartments.com • Support customer experience improvements to LoopNet product | 200% |

  55. 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 2024 Annual Budget. The EBITDA goal is intended to reflect the Company’s expected investments and strategic initiatives. In 2024, 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, specifically increases in marketing expense and brand awareness campaigns, primarily relating to Homes.com. Given the anticipated investment in the residential marketplace business, the Compensation Committee believed that the EBITDA target goal was challenging to achieve. The Compensation Committee also determined that setting an EBITDA-based performance goal would incentivize management to further drive stockholder value.

  56. Corporate Performance and Achievement

    The following graphic shows the threshold, target, and maximum EBITDA goals and payout percentages for 2024 performance, as well as the actual EBITDA and payout percentage determined by the Compensation Committee for 2024 performance (dollar amounts in millions).

  57. 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

  58. Equity Incentive Compensation

    | | 2025 PROXY STATEMENT 46 |

  59. Equity Incentive Compensation

    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.

  60. 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) |

  61. Equity Incentive Compensation

    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 a stock market 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 with performance periods starting before 2023, 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 had previously 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.

  62. 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. |

  63. 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. |

  64. 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). |

  65. 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

  66. Equity Incentive Compensation

    | | 2025 PROXY STATEMENT 47 |

  67. Equity Incentive Compensation

    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. All grants of equity awards to our NEOs made in 2024 were made under the Company’s 2016 Plan. Under 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:

  68. Annual Performance-Based Equity Incentive Awards Granted in 2024

    Annual Performance-Based Equity Incentive Awards Granted in 2024 In February 2023, the Compensation Committee set targets for the potential performance-based equity incentive award for each NEO, which were granted in 2024. 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 2023, the Compensation Committee established a net income goal for purposes of the performance-based equity incentive awards. In light of transaction expenses associated with the acquisition of OnTheMarket and recognizing the impact of expenses due to litigation to protect the Company’s intellectual property, the Compensation Committee adjusted the net income goal for 2023 to $366.967. The net income goal for 2023 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 2023 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.

  69. Annual Performance-Based Equity Incentive Awards Granted in 2024

    | | 2025 PROXY STATEMENT 48 |

  70. Annual Performance-Based Equity Incentive Awards Granted in 2024

    The following graphic shows the threshold, target, and maximum net income goals and payout percentages for 2023 performance, as well as the actual net income and payout percentage determined by the Compensation Committee for 2024 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. In February 2024, the Compensation Committee determined, based on the Company’s achievement of net income of $404.6 million in 2023, that achievement of the net income goal was 110.26% of the target. As a result, each NEO (other than Messrs. Lown and Wheeler) was awarded 200% of the target award set in February 2023. The table below shows the target award amount, extent of achievement, award value earned, and number of shares granted to each NEO in 2024. The shares granted to each NEO vest in three equal annual installments, subject to continued service. Because Mr. Wheeler notified the Company of his intent to retire in February 2024, he was not awarded performance-based shares.

  71. Annual Performance-Based Equity Incentive Awards Granted in 2024

    | NAME | 2023 PERFORMANCE- BASED TARGET EQUITY AWARD VALUE | EXTENT OF ACHIEVEMENT(1) | AWARD VALUE EARNED | SHARES GRANTED(2) | | Andrew C. Florance | $7,200,000 | 200% | $14,400,000 | 178,000 | | Lisa C. Ruggles | $1,125,000 | 200% | $2,250,000 | 27,800 | | Frederick G. Saint | $1,350,000 | 200% | $2,700,000 | 33,400 | | Frank A. Simuro | $2,475,000 | 200% | $4,950,000 | 61,200 |

  72. Annual Performance-Based Equity Incentive Awards Granted in 2024

    | (1) NEOs could receive between 0% and 200% credit for the net income goal, depending upon actual net income achieved in 2023. Credit for performance between target and maximum is determined by linear interpolation. For 2023, no credit was given for performance below target, and credit was capped at 200% of target. |

  73. Annual Performance-Based Equity Incentive Awards Granted in 2024

    | (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 ($80.94 for 2023), rounded to the nearest hundred shares. |

  74. Stock Option Awards Granted in 2024

    Stock Option Awards Granted in 2024 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.

  75. Stock Option Awards Granted in 2024

    | | 2025 PROXY STATEMENT 49 |

  76. Stock Option Awards Granted in 2024

    In February 2024, the Compensation Committee awarded stock options to each of the NEOs (other than Messrs. Lown and Wheeler). 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. Because Mr. Wheeler notified the Company of his intent to retire in February 2024, he was not awarded stock options for 2024.

  77. Stock Option Awards Granted in 2024

    | NAME | OPTION AWARD VALUES | SHARES UNDERLYING OPTION AWARDS(1) | | Andrew C. Florance | $2,400,000 | 90,500 | | Lisa C. Ruggles | $375,000 | 14,200 | | Frederick G. Saint | $450,000 | 17,000 | | Frank A. Simuro | $825,000 | 31,200 |

  78. Stock Option Awards Granted in 2024

    | (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 “2024 Summary Compensation Table” and the “Grants of Plan-Based Awards” table in this Proxy Statement. |

  79. 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 who was granted an award 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.

  80. 2024-2026 Performance Awards Granted in 2024

    | NAME | TARGET PERFORMANCE STOCK VALUE | MAXIMUM 3-YEAR PERFORMANCE- STOCK AWARD VALUES(1) | MAXIMUM SHARES (#) | | Andrew C. Florance | $6,400,000 | $15,360,000 | 189,840 | | Lisa C. Ruggles | $1,000,000 | $2,400,000 | 29,760 | | Frederick G. Saint | $1,200,000 | $2,880,000 | 35,760 | | Frank A. Simuro | $2,200,000 | $5,280,000 | 65,280 |

  81. 2024-2026 Performance Awards Granted in 2024

    | (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 “2024 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. |

  82. Settlement of 2021-2023 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 160.0% extent of achievement presented in the above table is rounded from the actual amount used to determine the number of shares vested). |

  83. Mr. Saint’s Relocation Equity Grant

    Mr. Saint’s Relocation Equity Grant In connection with Mr. Saint’s relocation to the Company’s Richmond, Virginia office, Mr. Saint received a restricted stock award with a grant date value of approximately $1,000,000 (the “Relocation RSA”). The Relocation RSA will vest in four equal installments on the 15th of the month during which each of the 1st, 2nd, 3rd, and 4th anniversaries of the grant date falls.

  84. Mr. Lown’s Sign-On Equity Grant

    Mr. Lown’s Sign-On Equity Grant In connection with Mr. Lown’s appointment as our Chief Financial Officer in July 2024, Mr. Lown received a restricted stock award with a grant date value of approximately $2,750,000 (the “Initial RSA”). The Initial RSA will vest in three equal annual installments on each of the 1st, 2nd, 3rd anniversaries of his start date.

  85. 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 2022, 2023 and 2024 are included in the 2024 Summary Compensation Table and the Matching RSUs granted to NEOs in March of 2024 are included in the Grants of Plan-Based Awards Table below.

  86. Determining Executive Compensation

    Determining Executive Compensation The Compensation Committee annually establishes and reviews all forms of direct compensation for the Company’s NEOs, including base salaries, annual cash incentive bonuses, and both the terms and types of equity awards. As part of the compensation review process, the Compensation Committee annually reviews and approves each element and the mix of compensation that comprises each NEO’s total compensation package. Our independent compensation consultant and Chief Executive Officer make recommendations to the Compensation Committee for each element of compensation awarded to NEOs (including establishment of individual and corporate financial goals), but the Compensation Committee must approve each element of and any changes to an NEO’s compensation. The Compensation Committee may consider a number of factors in establishing or revising each NEO’s total compensation, including individual performance, the Company’s financial performance, external market and peer group practices, current compensation arrangements, internal 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 compensation consultant presented data from both the Company’s peer group, as discussed below, and from the Radford Executive Compensation Survey, specifically from a custom sample of Software Products and Real Estate Services companies with an annual revenue range of $1 to $5B. 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. In connection with the Compensation Committee’s executive compensation determinations in February 2024, 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 2024, including executives’ long-term incentives or equity compensation for 2024, 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,

  87. Determining Executive Compensation

    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 companies selected by proxy advisors. Willis Towers Watson recommended that Black Knight, Inc. and Splunk, Inc. be removed from the peer group because both companies were acquired and as such no longer met criteria for inclusion, and that Akamai Technologies, Inc. and PTC Inc. be added to the peer group based on criteria including revenue, net income, EBITDA, operating cash flow, and position in market capitalization. The following is the list of peer companies for 2024 approved by the Compensation Committee in December 2023 based upon the recommendations of Willis Towers Watson, as well as such companies’ revenue, net income, EBITDA, operating cash flow and market capitalization in 2024 (in millions):

  88. 2024 Peer Group Companies(1)

    2024 Peer Group Companies(1)

  89. 2024 Peer Group Companies(1)

    | ANSYS, Inc. | | Gartner, Inc. | | ServiceNow, Inc. | | | Revenue | $2,545 | Revenue | $6,267 | Revenue | $11,469 | | Net Income | $576 | Net Income | $1,254 | Net Income | $1,425 | | EBITDA | $936 | EBITDA | $1,388 | EBITDA | $1,829 | | Operating Cash Flow | $796 | Operating Cash Flow | $1,485 | Operating Cash Flow | $4,603 | | Spot Market Cap | $29,499 | Spot Market Cap | $37,369 | Spot Market Cap | $218,721 |

  90. 2024 Peer Group Companies(1)

    | Akamai Technologies, Inc | | MercadoLibre, Inc. | | TransUnion | | | Revenue | $3,991 | Revenue | $20,777 | Revenue | $4,258 | | Net Income | $505 | Net Income | $1,911 | Net Income | $284 | | EBITDA | $1,285 | EBITDA | $3,102 | EBITDA | $1,326 | | Operating Cash Flow | $1,519 | Operating Cash Flow | $6,705 | Operating Cash Flow | $836 | | Spot Market Cap | $14,369 | Spot Market Cap | $86,208 | Spot Market Cap | $18,069 |

  91. 2024 Peer Group Companies(1)

    | Equifax Inc. | | MSCI Inc. | | Tyler Technologies, Inc. | | | Revenue | $5,734 | Revenue | $2,922 | Revenue | $2,191 | | Net Income | $604 | Net Income | $1,109 | Net Income | $263 | | EBITDA | $1,760 | EBITDA | $1,742 | EBITDA | $452 | | Operating Cash Flow | $1,296 | Operating Cash Flow | $1,503 | Operating Cash Flow | $609 | | Spot Market Cap | $31,589 | Spot Market Cap | $47,024 | Spot Market Cap | $24,679 |

  92. 2024 Peer Group Companies(1)

    | FactSet Research Systems Inc. | | Paycom Software, Inc. | | Verisk Analytics, Inc. | | | Revenue | $2,254 | Revenue | $1,883 | Revenue | $2,882 | | Net Income | $537 | Net Income | $502 | Net Income | $951 | | EBITDA | $868 | EBITDA | $910 | EBITDA | $1,580 | | Operating Cash Flow | $662 | Operating Cash Flow | $534 | Operating Cash Flow | $1,144 | | Spot Market Cap | $18,245 | Spot Market Cap | $11,455 | Spot Market Cap | $38,894 |

  93. 2024 Peer Group Companies(1)

    | | 2025 PROXY STATEMENT 54 |

  94. 2024 Peer Group Companies(1)

    | Fair Isaac Corporation | | PTC Inc. | | Zillow Group, Inc. | | | Revenue | $1,775 | Revenue | $2,313 | Revenue | $2,236 | | Net Income | $513 | Net Income | $376 | Net Income | $112 | | EBITDA | $747 | EBITDA | $732 | EBITDA | $79 | | Operating Cash Flow | $705 | Operating Cash Flow | $802 | Operating Cash Flow | $428 | | Spot Market Cap | $48,475 | Spot Market Cap | $22,088 | Spot Market Cap | $17,101 |

  95. 2024 Peer Group Companies(1)

    | VeriSign, Inc. | | Workday, Inc. | | | Revenue | $1,575 | Revenue | $8,416 | | Net Income | $786 | Net Income | $526 | | EBITDA | $1,095 | EBITDA | $816 | | Operating Cash Flow | $937 | Operating Cash Flow | $2,461 | | Spot Market Cap | $19,889 | Spot Market Cap | $68,636 |

  96. 2024 Peer Group Companies(1)

    | (1) Peer financials were extracted from FactSet’s financial database and reflect FY2024 data. Market capitalization as of January 1, 2025. Summary statistics have been rounded. All financial information is in USD $Ms. |

  97. 2024 Peer Group Companies(1)

    In January 2025, the Compensation Committee, based on another peer group review conducted by Willis Towers Watson, determined that MercadoLibre, Inc. and ServiceNow, Inc. no longer met the peer group inclusion criteria, and replaced these companies with Docusign, Inc. and Autodesk, Inc., for the peer group companies for the 2025 performance year.

  98. 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 2024 executive compensation program, Willis Towers Watson provided the following services to the Compensation Committee:

  99. Independent Compensation Consultant

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

  100. Independent Compensation Consultant

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

  101. 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 |

  102. Independent Compensation Consultant

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

  103. Management

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

  104. Management

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

  105. Stockholder Outreach and Say-on-Pay Response

    quarterly press releases and conference calls that were recorded and made available on the Company’s website, as well as by participating in hundreds of in-person meetings and presentations at investor conferences. The Company also conducted hundreds of additional investor telephone calls throughout the year. The Company actively communicates and discusses 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 2024, approximately 92% 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 2024 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.

  106. 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.

  107. Equity Grant Practices

    | | 2025 PROXY STATEMENT 56 |

  108. Termination and Change of Control Provisions

    Termination and Change of Control Provisions Except for Messrs. Florance and Lown, each of, whom has termination provisions in his respective employment agreement or offer letter 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. Mr. Wheeler retired effective June 14, 2024, and upon his retirement, Mr. Wheeler received his accrued base salary and accrued, vested benefits, but did not receive other severance payments or benefits. 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 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, Lown, Saint, and Simuro and Ms. Ruggles, of the rights triggered under the 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.

  109. Termination and Change of Control Provisions

    | | 2025 PROXY STATEMENT 57 |

  110. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  111. 2024 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 | 2024 | $1,000,000 | $30,335,765 | $2,857,085 | $3,000,000 | $201,110(3) | $37,393,960 | | | 2023 | $997,000 | $23,225,988 | $2,119,231 | $2,250,000 | $583,961 | $29,176,180 | | | 2022 | $971,962 | $13,454,822 | $2,071,602 | $2,549,300 | $372,828 | $19,420,514 | | Christian M. Lown Chief Financial Officer | 2024 | $253,846 | $2,750,035 | — | $525,355 | $11,274 | $3,540,510 | | Scott T. Wheeler Former Chief Financial Officer | 2024 | $328,447 | — | — | —(2) | $16,017(3) | $344,464 | | | 2023 | $569,708 | $7,312,473 | $617,818 | $963,125 | $17,981 | $9,481,105 | | | 2022 | $535,892 | $5,197,575 | $672,147 | $919,020 | $15,422 | $7,340,056 | | Lisa C. Ruggles Senior Vice President, Global Operations | 2024 | $571,154 | $4,746,973 | $448,294 | $955,938 | $31,997(3) | $6,754,356 | | | 2023 | $545,293 | $3,671,620 | $355,101 | $759,688 | $240,941 | $5,572,643 | | | 2022 | $514,877 | $3,193,059 | $461,718 | $706,384 | $46,200 | $4,922,238 | | Frederick G. Saint President, Marketplaces | 2024 | $571,154 | $6,703,685 | $536,690 | $1,000,500 | $151,326(3) | $8,963,355 | | | 2023 | $546,985 | $3,671,620 | $355,101 | $794,750 | $17,590 | $5,386,046 | | | 2022 | $527,262 | $2,997,097 | $461,718 | $721,344 | $16,322 | $4,723,743 | | Frank A. Simuro Chief Technology Officer | 2024 | $622,961 | $10,430,806 | $984,984 | $1,260,000 | $18,367(3) | $13,317,118 | | | 2023 | $587,446 | $6,418,808 | $617,818 | $1,050,000 | $44,917 | $8,718,989 | | | 2022 | $512,493 | $3,728,252 | $461,718 | $829,440 | $16,322 | $5,548,225 |

  112. 2024 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 2022, 2023 and 2024, 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, 2022 – December 31, 2024 for the 2022 grants; January 1, 2023 – December 31, 2025 for the 2023 grants; and January 1, 2024 – December 31, 2026 for the 2024 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 2024 are described in Note 17 to the audited financial statements in the 2024 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. |

  113. 2024 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 2024 performance, see the “2024 Annual Cash Incentive Program” discussion within the section titled “Compensation Discussion and Analysis” of this Proxy Statement. 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 2023 cash incentive compensation were issued in March 2024. |

  114. 2024 Summary Compensation Table

    | NAME | MSPP CONTRIBUTION ($) | DSUs AWARDED (#) | | Scott T. Wheeler | $940,429 | 10,654 |

  115. 2024 Summary Compensation Table

    | In December 2022, Mr. Wheeler elected to defer a portion of his 2023 cash incentive compensation for performance in 2023 under the MSPP. The Company issued the DSUs related to that election in March 2024. Mr. Wheeler did not receive annual cash incentive compensation for performance in 2024 due to his retirement. The matching RSUs issued to Mr. Wheeler forfeited upon his retirement. 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. |

  116. 2024 Summary Compensation Table

    | | 2025 PROXY STATEMENT 60 |

  117. 2024 Summary Compensation Table

    | (3) For Mr. Florance, his respective amount for the year ended December 31, 2024 included (i) a 401(k) Plan employer matching contribution in the amount of $13,800, (ii) $119,535 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, 2024, (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 Company in the amount of $6,840 and a $5,619 tax gross up on the value of that trip, and (v) Company-paid premiums for long-term disability insurance. |

  118. 2024 Summary Compensation Table

    | For Messrs. Wheeler and Simuro and for Ms. Ruggles, each of their respective amounts for the year ended December 31, 2024 included a 401(k) Plan employer matching contribution in the amount of $13,800. For Mr. Lown, his respective amount for the year ended December 31, 2024 included (i) a 401(k) Plan employer matching contribution in the amount of $10,154. |

  119. 2024 Summary Compensation Table

    | For Mr. Saint, his respective amount for the year ended December 31, 2024 included (i) a 401(k) Plan employer matching contribution in the amount of $13,800, (ii) a relocation grant of $66,420 and a $54,564 tax gross up on the value of that relocation grant, which the Company provides to any employee with a relocation grant, and (iii) a trip Mr. Saint attended with other Company employees to recognize the contributions of high-performing employees to the Company in the amount of $5,921 and a $4,864 tax gross up on the value of that trip. |

  120. 2024 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. |

  121. 2024 Grants of Plan-Based Awards

    2024 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, 2024, as well as non-equity incentive plan awards for the year ended December 31, 2024.

  122. 2024 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 | | | | | | | | | | 2/22/2024 | | | | 31,640 | 79,100 | 189,840 | | | | $15,656,105(7) | | | 2/22/2024 | | | | | | | 178,000 | | | $14,679,660 | | | 2/22/2024 | | | | | | | | 90,500 | $82.47 | $2,857,085 | | Christian M. Lown | | $261,250 | $522,500 | $1,045,000 | | | | | | | | | | 7/1/2024 | | | | | | | 37,223 | | | $2,750,035 | | Lisa C. Ruggles | | $273,125 | $546,250 | $1,092,500 | | | | | | | | | | 2/22/2024 | | | | 4,960 | 12,400 | 29,760 | | | | $2,454,307(7) | | | 2/22/2024 | | | | | | | 27,800 | | | $2,292,666 | | | 2/22/2024 | | | | | | | | 14,200 | $82.47 | $448,294 | | Frederick G. Saint | | $287,500 | $575,000 | $1,150,000 | | | | | | | | | | 2/22/2024 | | | | 5,960 | 14,900 | 35,760 | | | | $2,949,127(7) | | | 2/22/2024 | | | | | | | 33,400 | | | $2,754,498 | | | 7/26/2024 | | | | | | | 12,738 | | | $1,000,060 | | | 2/22/2024 | | | | | | | | 17,000 | $82.47 | $536,690 | | Frank A. Simuro | | $315,000 | $630,000 | $1,260,000 | | | | | | | | | | 2/22/2024 | | | | 10,880 | 27,200 | 65,280 | | | | $5,383,642(7) | | | 2/22/2024 | | | | | | | 61,200 | | | $5,047,164 | | | 2/22/2024 | | | | | | | | 31,200 | $82.47 | $984,984 | | Scott T. Wheeler | — | — | — | — | — | — | — | — | — | — | — |

  123. 2024 Grants of Plan-Based Awards

    | | 2025 PROXY STATEMENT 61 |

  124. 2024 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 2024. The actual cash payments made in 2025 for 2024 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 2024 is described more fully in the section titled “Compensation Discussion and Analysis—2024 Annual Cash Incentive Awards” within this Proxy Statement. |

  125. 2024 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 2024 under the Company’s 2016 Plan, which vest based on achievement of a three-year cumulative revenue goal for the period from January 1, 2024 through December 31, 2026 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. |

  126. 2024 Grants of Plan-Based Awards

    | (3) Amounts shown in this column represent restricted stock and restricted stock unit awards granted to the NEOs in 2024, including grants on February 22, 2024 in respect of achievement of 2023 net income goals. The closing prices of the Company’s common stock on February 22, 2024, July 1, 2024, and July 26, 2024 were $82.47, $88.27, $73.88, and $78.51, respectively. These awards were granted under the Company’s 2016 Plan. |

  127. 2024 Grants of Plan-Based Awards

    | (4) Amounts shown in this column represent stock options granted to the NEOs in 2024 under the Company’s 2016 Plan that vest in three equal annual installments after the date of grant. |

  128. 2024 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. |

  129. 2024 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 2024 Annual Report. |

  130. 2024 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, 2026 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 2024 Annual Report. |

  131. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table summarizes the equity awards we have made to our NEOs that are outstanding as of December 31, 2024.

  132. Outstanding Equity Awards at 2024 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 | 80,000 | | $91.98 | 2/17/2031 | | | | | | | 2/16/2022 | 67,600 | 33,800 | $67.29 | 2/15/2032 | | | | | | | 2/14/2023 | 24,466 | 48,934 | $76.78 | 2/13/2033 | | | | | | | 2/22/2024 | — | 90,500 | $82.47 | 2/21/2034 | | | | | | | | | | | | 321,356(4a) | $23,005,876 | | | | | | | | | | | | 440,640 | $31,545,418 | | Christian M. Lown | | — | — | | | 37,223(4b) | $2,664,795 | — | $0 | | Scott T. Wheeler | | — | — | | | —(4c) | — | — | — | | 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 | 17,000 | | $91.98 | 2/17/2031 | | | | | | | 2/16/2022 | 15,066 | 7,534 | $67.29 | 2/15/2032 | | | | | | | 2/14/2023 | 4,100 | 8,200 | $76.78 | 2/13/2033 | | | | | | | 2/22/2024 | — | 14,200 | $82.47 | 2/21/2034 | | | | | | | | | | | | 56,010(4d) | $4,009,756 | | | | | | | | | | | | 77,520 | $5,549,657 | | 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 | 19,000 | | $91.98 | 2/17/2031 | | | | | | | 2/16/2022 | 15,066 | 7,534 | $67.29 | 2/15/2032 | | | | | | | 2/14/2023 | 4,100 | 8,200 | $76.78 | 2/13/2033 | | | | | | | 2/22/2024 | — | 17,000 | $82.47 | 2/21/2034 | | | | | | | | | | | | 68,705(4e) | $4,918,591 | | | | | | | | | | | | 83,520 | $5,979,197 |

  133. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | 2025 PROXY STATEMENT 63 |

  134. Outstanding Equity Awards at 2024 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 | 17,000 | | $91.98 | 2/17/2031 | | | | | | | 2/16/2022 | 15,066 | 7,534 | $67.29 | 2/15/2032 | | | | | | | 2/14/2023 | 7,133 | 14,267 | $76.78 | 2/13/2033 | | | | | | | 2/22/2024 | — | 31,200 | $82.47 | 2/21/2034 | | | | | | | | | | | | 114,432(4f) | $8,192,187 | | | | | | | | | | | | 131,520 | $9,415,517 |

  135. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) The dates of grant of each NEO’s stock option awards outstanding as of December 31, 2024 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. |

  136. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) Market value based on the closing price of the Company’s common stock as of December 31, 2024 of $71.59 per share, the last trading day of 2024. |

  137. Outstanding Equity Awards at 2024 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 2024 are for the period from January 1, 2024 through December 31, 2026 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 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. |

  138. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4a) As of December 31, 2024, Mr. Florance held (i) 32,234 shares of restricted stock, which vest in their entirety on March 1, 2025, (ii) 92,200 shares of restricted stock, which vest in their entirety on February 15, 2025 and 2026, (iii) 18,922 shares of restricted stock, which vest in equal installments on March 15, 2027, and (iv) 178,000 shares of restricted stock units, which vest in equal installments on March 1, 2025, 2026, and 2027. |

  139. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4b) As of December 31, 2024, Mr. Lown held 37,223 shares of restricted stock, which vest in equal installments on July 1, 2025, 2026, and 2027. |

  140. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4c) As of December 31, 2024, Mr. Wheeler held no shares of restricted stock. |

  141. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4d) As of December 31, 2024, Ms. Ruggles held (i) 2,230 shares of restricted stock, which vest in their entirety on March 15, 2025, (ii) 25 shares of restricted stock, which vest in their entirety on June 1, 2025, (iii) 7,167 shares of restricted stock, which vest in their entirety on March 1, 2025, (iv) 3,388 shares of restricted stock, which vest in their entirety on March 15, 2026, (v) 15,400 shares of restricted stock units, which vest in equal installments on February 15, 2025 and 2026, and (vi) 27,800 shares of restricted stock units, which vest in equal installments on March 1, 2025, 2026, and 2027 . |

  142. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4e) As of December 31, 2024, Mr. Saint held (i) 7,167 shares of restricted stock, which vest in their entirety on March 1, 2025, (ii) 15,400 shares of restricted stock, which vest in equal installments on February 15, 2025 and 2026, (iii) 33,400 shares of restricted stock, which vest in equal installments on March 1, 2025, 2026, and 2027, and (iv) 12,738 shares of restricted stock, which vest in equal installments on August 1, 2025, 2026, 2027, and 2028. |

  143. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4f) As of December 31, 2024, Mr. Simuro held (i) 6,490 shares of restricted stock, which vest in their entirety on March 15, 2025, (ii) 7,167 shares of restricted stock, which vest in their entirety on March 1, 2025, (iii) 12,641 shares of restricted stock, which vest in their entirety on March 15, 2026, (iv) 26,934 shares of restricted stock units, which vest in equal installments on February 15, 2025 and 2026, and (v) 61,200 shares of restricted stock units, which vest in equal installments on March 1, 2025, 2026, and 2027. |

  144. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | 2025 PROXY STATEMENT 64 |

  145. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 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, 2024.

  146. Option Exercises and Stock Vested in 2024

    | 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 | — | $0 | 170,073 | $14,394,002 | | Christian M. Lown | — | $0 | — | $0 | | Scott T. Wheeler | 122,736 | $4,245,111 | 54,369 | $4,604,869 | | Lisa C. Ruggles | — | $0 | 35,632 | $3,020,644 | | Frederick G. Saint | — | $0 | 37,867 | $3,210,498 | | Frank A. Simuro | — | $0 | 41,373 | $3,493,347 |

  147. Option Exercises and Stock Vested in 2024

    | (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. |

  148. Non-Qualified Deferred Compensation in 2024

    Non-Qualified Deferred Compensation in 2024

  149. Non-Qualified Deferred Compensation in 2024

    | 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 | $0 | — | — | — | $1,354,626 | | Scott T. Wheeler | $940,429 | — | — | — | $0(3) | | Christian M. Lown | — | — | — | — | $0 | | Lisa C. Ruggles | $0 | — | — | — | $402,193 | | Frederick G. Saint | $0 | — | — | — | $0 | | Frank A. Simuro | $0 | — | — | — | $1,369,588 |

  150. Non-Qualified Deferred Compensation in 2024

    | (1) These contributions were made by deferring a portion of the 2023 annual cash incentive award under our MSPP and represent the value of DSUs purchased in 2024 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 2023 in accordance with SEC rules because they represent a portion of the annual cash incentive award earned for 2023 performance that would have been paid out in 2024 if the deferral election had not been made. |

  151. Non-Qualified Deferred Compensation in 2024

    | (2) Represents the value of the DSUs held as of December 31, 2024, multiplied by $71.59, the closing stock price of our common stock on December 31, 2024, the last trading day in December 2024. |

  152. Non-Qualified Deferred Compensation in 2024

    | (3) Mr. Wheeler’s outstanding DSUs were settled prior to December 31, 2024. |

  153. 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.”

  154. Potential Payments Upon Termination or Change of Control

    | | 2025 PROXY STATEMENT 65 |

  155. Potential Payments Upon Termination or Change of Control

    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.

  156. 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 Chief Executive Officer. 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, 2024, based on our payroll records. As permitted by SEC rules under a de minimis exemption, we excluded 249 employees, consisting of all employees located in France (90 employees), Germany (63 employees), Spain (39 employees), Singapore (19 employees), China (12 employees), Indonesia (9 employees), Australia (5 employees), Colombia (4 employees), Japan (4 employees), United Arab Emirates (3 employees), and Italy (1 employee), who in the aggregate represented less than 5% of our 6,554 employees as of December 31, 2024. The application of the de minimis exceptions results in an employee population of 6,305 including the Chief Executive Officer. We identified the median compensated employee using annual base salary determined as of December 31, 2024, cash bonus paid in fiscal 2024 and annual equity awards granted during fiscal 2024, 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.

  157. Pay Ratio

    | | 2025 PROXY STATEMENT 69 |

  158. Pay Ratio

    The 2024 total compensation of the median compensated of all our employees who were employed as of December 31, 2024, other than our Chief Executive Officer, Andrew Florance, was $118,800; Andrew Florance’s 2024 total compensation was $37,393,960, which were each calculated in accordance with SEC rules applicable to the Summary Compensation Table. The ratio of these amounts was approximately 1-to-315.

  159. 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 Chief Executive Officer 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 37. The following table sets forth information concerning the compensation of our NEOs and our financial performance for each of the five years in the period ended December 31, 2024:

  160. 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 MILLIONS) | EBITDA ($ IN MILLIONS) | | | | | | | TOTAL SHAREHOLDER RETURN ($) | PEER GROUP TOTAL SHAREHOLDER RETURN (2) ($) | PEER GROUP TOTAL SHAREHOLDER RETURN (3) ($) | | | | 2024 | $37,393,960 | $8,220,790 | $8,229,951 | $2,855,473 | $119.66 | $118.76 | $121.05 | $138.7 | $123.0 | | 2023 | $29,176,180 | $28,622,960 | $7,289,696 | $7,416,214 | $146.06 | $112.65 | $119.55 | $374.7 | $389.8 | | 2022 | $19,420,514 | $16,180,113 | $5,633,566 | $4,583,956 | $129.17 | $101.00 | $102.47 | $369.5 | $582.7 | | 2021 | $22,164,341 | $11,430,937 | $6,616,193 | $3,506,869 | $132.09 | $137.09 | $133.08 | $292.6 | $565.0 | | 2020 | $21,304,754 | $43,421,540 | $5,349,361 | $2,432,888 | $154.48 | $95.75 | $116.09 | $227.1 | $406.1 |

  161. Pay Versus Performance

    | (1) The amounts shown represent CAP to our Principal Executive Officer (“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: |

  162. Pay Versus Performance

    | YEAR | PEO | NON-PEO NEOS | | 2024 | Andrew C. Florance | Christian M. Lown, Scott Wheeler, Lisa C. Ruggles, Frederick G. Saint, and Frank A. Simuro | | 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 |

  163. Pay Versus Performance

    | | 2025 PROXY STATEMENT 70 |

  164. 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:

  165. Pay Versus Performance

    | ADJUSTMENTS | PEO | | | | | | | | | | | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the 2024 Summary Compensation Table for Applicable Year | -$ | 33,192,850 | -$ | 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 | | 22,403,392 | | 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 | | 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 | -$ | 13,423,536 | | 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 | -$ | 4,960,176 | -$ | 2,414,259 | -$ | 6,890,122 | -$ | 2,873,898 | | 2,198,107 | | Total Adjustments | -$ | 29,173,170 | -$ | 553,220 | -$ | 3,240,401 | -$ | 10,733,404 | | 22,116,786 |

  166. Pay Versus Performance

    | | 2025 PROXY STATEMENT 71 |

  167. Pay Versus Performance

    | ADJUSTMENTS | AVERAGE NON-PEO NEOS | | | | | | | | | | | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the 2024 Summary Compensation Table for Applicable Year | -$ | 5,320,293 | -$ | 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 | | 4,751,991 | | 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 | | 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 | -$ | 1,899,128 | | 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 | -$ | 463,526 | -$ | 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 | -$ | 2,443,522 | | 0 | | 0 | | 0 | -$ | 5,870,328 | | Total Adjustments | -$ | 5,374,478 | | 126,518 | -$ | 1,049,610 | -$ | 3,109,324 | -$ | 2,916,473 |

  168. 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 Composite 1500 Real Estate Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The Company changed its peer group in its 2024 Form 10-K as it believes the S&P Composite 1500 Real Estate Index provides a more accurate, diverse, and useful measure to the Company’s performance. 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. |

  169. Pay Versus Performance

    | (3) The peer group referenced for purposes of the TSR comparison is the group of companies included in the S&P 500 Internet Services and Infrastructure Index. |

  170. Pay Versus Performance

    | | 2025 PROXY STATEMENT 72 |

  171. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  172. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2024:

  173. Pay Versus Performance Tabular List

    | (1) Revenue; |

  174. Pay Versus Performance Tabular List

    | (2) EBITDA; |

  175. Pay Versus Performance Tabular List

    | (3) Relative TSR; and |

  176. Pay Versus Performance Tabular List

    | (4) Net Income. |

  177. 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 .

  178. Pay Versus Performance Tabular List

    | | 2025 PROXY STATEMENT 73 |