CoStar Group adds new independent directors and forms capital allocation committee under agreements with D. E. Shaw and Third Point

CoStar Group, Inc. (NASDAQ: CSGP) announced the appointment of three new independent directors—Christine M. McCarthy, John Berisford, and Rachel C. Glaser—to its Board of Directors following agreements with major shareholders D. E. Shaw and Third Point. These appointments are part of broader governance initiatives, including the creation of a new capital allocation committee.

Key highlights:

- New appointments: McCarthy, Berisford, and Glaser joined the Board on April 6, 2025. McCarthy and Berisford were also appointed to the newly formed Capital Allocation Committee.

- Departures: Michael R. Klein (Chairman), Christopher J. Nassetta, and Laura C. Kaplan resigned from the Board. Louise S. Sams was appointed as the new Chairperson.

- Governance agreements: Under the terms of support agreements with D. E. Shaw and Third Point, the firms will support the new appointees and agree to a standstill period through mid-2026, during which they will refrain from activism and vote in line with Board recommendations.

- Capital Allocation Committee: Chaired by CEO Andrew Florance, the new committee will advise on capital structure, financial targets, and strategic investments across CoStar's portfolio, including Apartments.com, LoopNet, and Homes.com.

- Board compensation: New directors will receive a $50,000 annual cash retainer and a $250,000 restricted stock award vesting over four years.

CoStar emphasized that these steps support its strategic priorities and reflect a continued commitment to shareholder alignment and long-term value creation.