Angelique G. Brunner

About Angelique G. Brunner

Angelique G. Brunner, age 53, has served as an independent director of CoStar Group since 2023. She is Founder and CEO of EB5 Capital, with over 25 years of experience across finance and commercial real estate, including prior roles at Fannie Mae completing more than $3 billion in debt and equity transactions; she currently serves on CoStar’s Audit Committee and is designated as an “Audit Committee Financial Expert.” Education: B.A. in Urban Policy (Brown University) and M.P.A. (Princeton University). Prior public company boards include Cushman & Wakefield and Chesapeake Lodging Trust; current public company directorships: none .

Past Roles

External Roles

Board Governance

• Independence: Board determined Brunner is independent under Nasdaq Rule 5605(a)(2). The Board considered her role as CEO of a company that subscribes to CoStar services; payments to CoStar were less than 1% of CoStar’s consolidated gross annual revenues in each of the last three fiscal years, with services on arm’s‑length terms; independence not impaired .
• Committee memberships and roles:
  • Current (2024): Audit Committee member; Audit Chair is John W. Hill; each member independent and financially literate; Brunner qualifies as “Audit Committee Financial Expert” under SEC rules .
  • Expected post‑Annual Meeting (2025): Audit Committee member and Compensation Committee member; Compensation Chair is Robert W. Musslewhite; Nominating & Corporate Governance chaired by Louise S. Sams .
• Meeting attendance: In 2024, Board held 7 meetings; Audit held 4; Compensation held 1 meeting and 5 actions by written consent; Nominating & Corporate Governance held 1. Each director attended at least 75% of the aggregate Board and committee meetings during their service period .
• Governance practices: CoStar prohibits hedging and pledging by directors and officers; maintains director/ officer ownership requirements; majority voting standard in uncontested elections; proxy access; independent director executive sessions at Board meetings .

Fixed Compensation

Performance Compensation

• Outstanding equity at FY‑end: Brunner held 6,140 unvested restricted shares as of December 31, 2024; directors otherwise held no other outstanding equity awards at fiscal year‑end .
• 2025 Stock Incentive Plan governance features: minimum 1‑year vesting; no discounted options; no option/SAR repricing without shareholder approval; no tax gross‑ups; annual limit for non‑employee director awards generally $750,000; awards subject to clawback; no evergreen .
• Performance metrics: CoStar ties performance metrics to executive compensation (EBITDA, net income, 3‑year cumulative revenue, relative TSR); non‑employee director equity is time‑based restricted stock with no director‑specific performance metrics disclosed .

Other Directorships & Interlocks

• Related-party/Interlocks: Brunner is CEO of a company that subscribes to CoStar services; payments to CoStar less than 1% of CoStar’s consolidated revenues over the last three fiscal years; terms no less favorable than those available to unaffiliated third parties; independence affirmed by the Board .

Expertise & Qualifications

• 25+ years in finance, real estate development, and commercial real estate; senior leadership and capital-raising (EB‑5 program) .
• Financial accounting/reporting oversight; designated Audit Committee Financial Expert .
• ESG and climate strategy credential (Climate Leadership Certified) .
• Education: Brown University (B.A., Urban Policy); Princeton University (M.P.A.) .
• Industry/public policy affiliations across ULI, U.S. Chamber of Commerce, Real Estate Executive Council; academic governance at Brown .

Equity Ownership

• Director Stock Ownership Policy: Each non‑employee director must own CoStar stock equal to five times the standard annual cash retainer; all current directors are in compliance .
• Hedging/Pledging: Prohibited for directors and officers .

Governance Assessment

• Strengths

  • Independence affirmed despite external CEO role; related‑party exposure quantified and de‑minimis relative to CoStar revenues, with arm’s‑length terms .
  • Audit Committee Financial Expert designation enhances financial oversight credibility .
  • High equity alignment: majority of 2024 director compensation paid in stock ($265,037 stock vs. $50,000 cash), with multi‑year vesting; robust director ownership policy (5x cash retainer) and current compliance .
  • Strong equity plan guardrails (no repricing, minimum vesting, clawback, no gross‑ups) support investor-friendly practices .

• Watch items / Potential conflicts

  • External CEO role at a company subscribing to CoStar services—Board evaluated and found independence unimpaired; payments <1% of CoStar revenues (low materiality), but ongoing monitoring advisable for changes in scope/value .
  • Section 16(a) reporting: company disclosed late filing of seven Forms 4 for all seven non‑employee directors on Aug. 5, 2024 due to administrative error (annual restricted stock grants dated July 17, 2024); minor process lapse, not indicative of self‑dealing .

• Engagement & Attendance

  • Directors met at least the 75% attendance threshold across Board and committee meetings in 2024; Audit Committee met four times, indicating active oversight cadence .

• Compensation Alignment (Directors)

  • Time‑based restricted stock with committee‑linked grant values; no per‑meeting fees disclosed; equity vesting over four years promotes longer‑term alignment; no director options outstanding at FY‑end .

Overall, Brunner’s finance/real estate credentials and Audit Committee role (with financial expert status) strengthen board effectiveness; related‑party exposure is controlled and disclosed, ownership alignment is solid, and equity plan features reduce governance risk. Continued oversight of the EB5 Capital relationship and timely Section 16 compliance are prudent governance practices .