Christian Lown
COSTAR GROUPAbout Christian Lown
Christian M. Lown is Chief Financial Officer of CoStar Group, appointed effective July 1, 2024; age 55 as of April 1, 2025. He previously served as EVP & CFO at Freddie Mac (2020–2024) and Navient (2017–2020), after 11 years at Morgan Stanley culminating as Managing Director in the Financial Institutions Group co-leading Global FinTech and North America Banks/Diversified Finance practices. He holds a B.A. in International Relations from University of Lynchburg and an MBA from the University of Virginia Darden School of Business. CoStar’s executive pay design links annual incentives to EBITDA and net income, and long-term incentives to three-year cumulative revenue and a relative TSR modifier, aligning incentives with growth and shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Freddie Mac | EVP & Chief Financial Officer | 2020–2024 | Led accounting, capital oversight, sustainability, controls, IR, FP&A, procurement, tax . |
| Navient Corporation | EVP & Chief Financial Officer | 2017–2020 | Led finance at a major student loan servicer . |
| Morgan Stanley | Managing Director, Financial Institutions Group | 11 years (ended 2017) | Co-led Global FinTech and North America Banks/Diversified Finance practices; M&A and capital markets leadership . |
Fixed Compensation
| Item | FY 2024 | Notes |
|---|---|---|
| Base Salary ($) | $550,000 | Set at appointment; annual base established in July 2024 . |
| Target Bonus (% of Salary) | 95% | Maximum 190% of salary; prorated for 2024 . |
| Actual Cash Bonus ($) | $525,355 | 190% of salary achievement, prorated for partial year; individual and corporate goals both achieved at 200% . |
| Goal Weighting (Individual/Corporate) | 35% / 65% | Established in Feb 2024; Lown’s individual goals set at commencement . |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout Mechanism | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | Corporate EBITDA | 65% | Threshold/Target/Max set by Comp Committee | 200% achievement (max) for 2024 | Up to 200% of target; Lown earned 190% of salary, prorated | Cash paid; determined in Feb 2025 . |
| Annual Cash Incentive | Individual goals | 35% | Subjective scorecard | 200% achievement | Up to 200% of target | Cash paid; determined in Feb 2025 . |
| Annual Performance-Based RS | Net Income | — | One-year performance metric | Not detailed by individual; corporate program uses net income | Shares vest based on 0–200% payout range | Vests ratably over 3 years . |
| Performance Share Awards (PSUs) | 3-year cumulative revenue + relative TSR modifier | — | 0–200% of target | PSU vesting for earlier cycle example at 160% for NEOs; Lown not in 2021–2023 cycle | Adjusted ±20% by relative TSR vs S&P 500 (for awards since 2023) | Vests after 3-year performance period . |
| 2024 Grants | Grant Date | Shares/Units (#) | Type | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Initial RSA | 7/1/2024 | 37,223 | Restricted Stock | $2,750,035 | Equal annual installments on 7/1/2025, 7/1/2026, 7/1/2027 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 134,823 shares as of April 1, 2025; includes restricted stock subject to vesting restrictions . |
| Ownership as % of Shares Outstanding | ~0.03% (calculated from 134,823 shares and 421,762,323 outstanding shares ). |
| Vested vs Unvested | As of 12/31/2024, unvested restricted stock of 37,223 related to initial RSA; beneficial total as of 4/1/2025 includes additional restricted stock . |
| Options | None outstanding for Lown as of 12/31/2024 . |
| Stock Ownership Guidelines | Executives: 2x base salary; holding requirement until thresholds met; all executive officers in compliance as of 12/31/2024 . |
| Hedging/Pledging | Prohibited; no current director or officer has pledged shares . |
Employment Terms
| Term | Detail |
|---|---|
| Start Date | July 1, 2024; CFO and principal accounting officer . |
| Employment Type | At-will; offer letter governs severance and restrictive covenants . |
| Severance (without cause) | If termination within 12 months of start: 12 months base salary + 12 months Company-paid COBRA; after 12 months: 6 months base + 6 months COBRA; subject to release . |
| Non-Compete/Non-Solicit | One-year post-termination restrictions . |
| Change-of-Control Treatment | Under 2016 Plan, options and stock grants accelerate on change of control (unless assumed/substituted); Lown’s change-of-control value equals intrinsic value of unvested restricted stock ($2,664,795 as of 12/31/2024 at $71.59/share) . |
| Bonus Proration | 2024 annual cash incentive prorated for partial-year service . |
| Clawback | Company-wide policy compliant with Nasdaq Rule 10D-1; mandatory recovery of erroneously awarded incentive comp over prior 3 years . |
| Tax Gross-Up | No 280G excise tax gross-up (only CEO has legacy provision) . |
Insider Transactions and Vesting/Selling Pressure
| Date | Form 4 Type | Shares | Price | Nature | Shares Following |
|---|---|---|---|---|---|
| 2024-07-01 (filed 2024-07-03) | A (grant) | 37,223 | — | Initial restricted stock grant per offer letter | Not fully shown; initial RSA disclosure aligns with DEF 14A . |
| 2025-02-20 (filed 2025-02-24) | A (grant) | 97,600 | — | Additional restricted stock award; direct ownership post-transaction 134,823 | 134,823 . |
Note: Transactions to date are grants, not open-market sales. Future vesting may create withholding-related sales, but the company prohibits hedging and pledging .
Performance & Track Record (Company Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $2,182.4M * | $2,455.0M * | $2,736.2M * |
| EBITDA ($) | $597.9M* | $389.8M * | $151.6M* |
| EBITDA Margin (%) | 27.40%* | 15.88%* | 5.54%* |
| Net Income ($) | $369.5M* | $374.7M * | $138.7M * |
Values retrieved from S&P Global.
Trend indicates continued revenue growth through 2024 while EBITDA and net income compressed due to investment and scaling initiatives , with annual cash incentives and RS awards tied to EBITDA and net income performance in the pay program .
Compensation Governance, Peer Practices, and Shareholder Feedback
- Target pay positioning: Components of pay generally targeted between 50th–75th percentile of peer data (WTW consultant) .
- Say-on-Pay results: ~92% approval at 2024 annual meeting; Board uses feedback to refine program features .
- Anti-hedging/anti-pledging; stock ownership requirements; clawback; no option repricing; minimum vesting standards in 2025 plan .
Investment Implications
- Alignment: Lown’s compensation is heavily performance-based, with cash tied to EBITDA and individual goals, and equity tied to net income and three-year revenue with TSR adjustment—supporting pay-for-performance linkage .
- Retention: Offer letter provides modest severance (6–12 months base + COBRA) and one-year non-compete; equity awards vest over three years and accelerate on change-of-control under plan terms, which can mitigate near-term attrition but create event-driven payout optionality .
- Selling Pressure: Insider activity shows grants (37,223 in July 2024 and 97,600 in Feb 2025) rather than sales; anti-hedging/pledging reduces alignment risk, though periodic vesting could lead to tax-withholding distributions .
- Execution risk: CoStar’s program emphasis on EBITDA, net income, and long-term revenue growth puts pressure on Lown to balance aggressive scaling with profitability restoration; recent financial trends show revenue growth with margin compression, increasing the importance of disciplined capital allocation and cost efficiencies under his purview [Revenues/EBITDA table above*].