Frank Simuro
COSTAR GROUPAbout Frank Simuro
Chief Technology Officer at CoStar Group since March 2015; employee since December 1999. Age 58 in 2025; prior roles include Director of Information Systems, SVP of Information Systems, and CIO. Education: B.A. in Computer Science (SUNY Geneseo) and M.S. in Information Systems (George Washington University). Performance signals: 2024 annual cash incentive paid at 200% of target for CTO (corporate EBITDA achieved at maximum; individual goals at 200%) ; 2023 corporate EBITDA was $430.4M (payout 150%), and Simuro’s individual goals achieved 200% (total payout 175% of salary) . Longer-term performance awards for 2019–2021 vested at 188.99% based on cumulative revenue and relative TSR (Company TSR 30.95%, ~80th percentile vs Russell 1000) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CoStar Group | Director of Information Systems | Dec 1999 – May 2005 | Built early data and systems capabilities supporting scale-up |
| CoStar Group | SVP, Information Systems | May 2005 – Jan 2008 | Led enterprise systems; operational efficiency initiatives |
| CoStar Group | Chief Information Officer | Jan 2008 – Mar 2015 | Directed global technology; platform expansion |
| CoStar Group | Chief Technology Officer | Mar 2015 – Present | Oversees product engineering; marketplace and suite enhancements |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GRC International | Director of Data Warehousing | Not disclosed | Led data warehousing; analytics infrastructure |
| Various | Technology Consultant | Not disclosed | Operational efficiency and database technologies advisory |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $518,400 | $600,000 | $630,000 |
| Target Bonus (% of Salary) | 80% | 100% | 100% |
| Actual Bonus ($) | $829,440 | $1,050,000 | $1,260,000 |
| Stock Awards (Grant-date fair value, $) | $3,728,252 | $6,418,808 | $10,430,806 |
| Option Awards (Grant-date fair value, $) | $461,718 | $617,818 | $984,984 |
| Total Compensation ($) | $5,548,225 | $8,718,989 | $13,317,118 |
Performance Compensation
Annual Cash Incentive – 2024
| Element | Metric | Weighting | Target | Actual | Payout / Vesting |
|---|---|---|---|---|---|
| Corporate performance | EBITDA (Company-wide) | 50% | Target set by 2024 budget | Achieved maximum; 200% credit | Cash; paid March 2025 |
| Individual performance | CTO goals | 50% | 100% of salary target | 200% achievement | Cash; paid March 2025 |
| Aggregate | Weighted sum | — | 100% of salary target | 200% of salary actual; $1,260,000 | Cash bonus awarded Feb/March 2025 |
Annual Cash Incentive – 2023
| Element | Metric | Weighting | Target | Actual | Payout / Vesting |
|---|---|---|---|---|---|
| Corporate performance | EBITDA (Company-wide) | 50% | Target $420.2M; Max $441.2M | $430.4M; 150% payout | Cash; awarded in 2024 |
| Individual performance | CTO goals | 50% | 100% of salary target | 200% achievement | Cash; awarded in 2024 |
| Aggregate | Weighted sum | — | 100% of salary target | 175% of salary; $1,050,000 | Cash bonus awarded |
Equity Awards – Grants (2022)
| Grant Date | Award Type | Shares/Options | Exercise Price | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2/16/2022 | Restricted Stock | 21,500 shares | — | $1,446,735 |
| 2/16/2022 | Stock Options | 22,600 options | $67.29 | $461,718 |
Performance Share Awards – Settlement (2019–2021 cycle; settled Feb 2022)
| Metric | Target Shares | Max Shares | Shares Vested | Performance Outcome |
|---|---|---|---|---|
| 3-year cumulative revenue; relative TSR modifier | 12,000 | 28,800 | 22,679 | Revenue $5,003M vs $4,946M target; TSR 30.95% (~80th percentile) |
Vesting Schedules (as of 12/31/2023; forward vesting)
| Instrument | Vesting Dates | Amount |
|---|---|---|
| Restricted Stock | 3/1/2024 | 6,340 shares |
| Restricted Stock | 3/1/2024 and 3/1/2025 (equal installments) | 14,334 shares |
| Restricted Stock | 2/15/2024, 2/15/2025, 2/15/2026 (equal installments) | 40,400 shares |
| RSUs | 3/15/2024 | 5,840 units |
| RSUs | 3/15/2025 | 6,490 units |
| RSUs | 3/15/2026 | 12,641 units |
| Options | Standard | One-third annually; grant-date dependent |
Equity Ownership & Alignment
| Date (Record) | Beneficial Shares | % of Outstanding | Breakdown / Notes |
|---|---|---|---|
| Apr 1, 2023 | 442,714 | <1% | Footnote references options within 60 days and RS subject to vesting (details in proxy) |
| Apr 1, 2024 | 484,861 | <1% | Company-wide ownership list; options/RS details per footnotes |
| Apr 1, 2025 | 616,003 | <1% | Includes 157,686 options exercisable within 60 days and 293,387 restricted stock subject to vesting |
Additional alignment policies:
- Executive Stock Ownership Guidelines: Executives must hold shares valued at least 2× base salary; CEO 6×; DSUs count; holding requirement until compliant; all executives in compliance as of Dec 31, 2024 and Dec 31, 2023 .
- Anti-hedging and anti-pledging: Directors, officers, employees prohibited from hedging or pledging; no exceptions under current policy, and no current director or officer has pledged shares . Historical exception only for a non-executive director (Klein) in 2021; not applicable to Simuro .
Insider realizations and selling pressure indicators:
- 2023 exercises/vestings: Exercised 58,810 options for $3,187,853 realized value; 30,557 shares vested with $2,266,488 value .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | None disclosed for Simuro; no bespoke severance; governed by company-wide policies and stock plans |
| Company-wide severance | Position reduction payout equals two weeks base pay for first year + one week per additional year (max 16 weeks); as of 12/31/2024, Simuro would be entitled to $193,846 |
| Change-of-control | Under 2016 Plan, upon CoC, all options immediately vest and restrictions on stock grants lapse unless awards are assumed or substituted; DSUs settle upon qualifying CoC per Section 409A |
| CoC value (intrinsic) | As of 12/31/2024: Unvested in-the-money options 7,534 ($32,396), unvested restricted stock 245,952 ($17,607,704); total $17,640,100 . As of 12/31/2023: Options 36,467 ($529,901), RS 173,885 ($15,195,811); total $15,725,712 |
| Clawback | Mandatory recovery for erroneously awarded incentive comp over prior 3 years per Exchange Act Rule 10D-1; adopted in 2023 |
| Perquisites/gross-ups | 2023 included trip recognition ($16,013) and tax gross-up ($11,227) for Simuro |
Investment Implications
- Alignment: High variable pay linked to EBITDA (annual cash), net income (annual RS), and 3-year cumulative revenue with TSR modifier (performance shares), with strong achievement in 2023–2024 indicating programmatic pay-for-performance and execution on product and marketplace initiatives .
- Retention risk: Significant unvested restricted stock (245,952 shares as of year-end 2024) and options (7,534 in-the-money) plus ownership guidelines with holding requirements reduce short-term attrition risk; anti-pledging eliminates collateral-driven forced selling .
- Overhang/vesting pressure: Large RS vesting tranches through 2026 and DSU settlements can create periodic supply; 2023 exercises/vestings demonstrate capacity for realized gains, but holding policy mitigates rapid disposal until guideline thresholds are met .
- CoC economics: Single-trigger acceleration under plan terms (unless awards are assumed) creates a meaningful spike in realizable value ($17.64M as of 12/31/2024), implying potential event-driven selling/settlement dynamics; no bespoke cash severance for Simuro beyond company-wide plan .
- Governance: Strong shareholder support on say-on-pay (92% in 2024; 88% in 2023), robust clawback, anti-hedging/pledging, and ownership guidelines support investor confidence in compensation discipline .