Frederick Saint
COSTAR GROUPAbout Frederick Saint
Frederick G. Saint is President, Marketplaces at CoStar Group, responsible for product, marketing and business development for the Apartments.com network and CoStar’s Land and Businesses For Sale marketplaces . He joined CoStar via the LoopNet acquisition in 2012, served as President of LoopNet (2012–2016), led Apartments.com as President (2016–2018), and has been President, Marketplaces since September 2018; he is 59 years old and holds a BS in Business Administration from Wake Forest University and an MBA in Finance and Real Estate from Wharton . Company performance indicators relevant to incentive frameworks include 2025 full-year revenue guidance of $3.23–$3.24B (~18% YoY), Q3 2025 revenue of $834M, adjusted EBITDA guidance of $415–$425M, and non-GAAP diluted EPS of $0.82–$0.84 . For the 2021–2023 PSU cycle, CoStar achieved cumulative revenue of $6,581M vs. a $6,416M target, with TSR of 8.0% at the 23rd percentile, leading to 160% vesting for Saint .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cityfeet | Chief Executive Officer | Jan 2004 – Aug 2007 | Led Cityfeet until acquisition; subsequently joined LoopNet as President of Cityfeet and VP of Business Development . |
| LoopNet | President (and VP Business Development at acquisition) | Apr 2012 – Jan 2016 | Led LoopNet post-CoStar acquisition prior to transition to Apartments.com . |
| Apartments.com | President | Jan 2016 – Sep 2018 | Led Apartments.com product and growth before elevation to Marketplaces . |
| CoStar Group – Marketplaces | President | Sep 2018 – Present | Oversees product, marketing, and BD for Apartments.com network, Land, and Businesses For Sale marketplaces . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $527,262 | $546,985 | $571,154 |
| Stock Awards ($) | $2,997,097 | $3,671,620 | $6,703,685 |
| Option Awards ($) | $461,718 | $355,101 | $536,690 |
| Non-Equity Incentive (Cash Bonus) ($) | $721,344 | $794,750 | $1,000,500 |
| All Other Compensation ($) | $16,322 | $17,590 | $151,326 |
| Total ($) | $4,723,743 | $5,386,046 | $8,963,355 |
| 2024 Target Bonus % of Salary | Actual Award % of Salary | Weighting (Individual vs Corporate) |
|---|---|---|
| 100% | 174% | 40% Individual / 60% Corporate (EBITDA) |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout Credit | Vesting/Payment |
|---|---|---|---|---|---|
| Corporate EBITDA vs Budget | 60% | Committee-set threshold/target/max | Maximum achieved (200%) | 200% | Cash paid $1,000,500 in Feb 2025 |
| Individual Objectives | 40% | Committee-set goals | 135% achieved | 135% | Included in total award above |
| Total Achievement | — | — | — | 174% of target | $1,000,500 |
Performance-Based RSUs (Net Income – 2023 performance, granted Feb 2024)
| Target Award Value | Extent of Achievement | Award Value Earned | Shares Granted | Vesting Schedule |
|---|---|---|---|---|
| $1,350,000 | 200% (net income at 110.26% of target) | $2,700,000 | 33,400 shares | Vests in 3 equal annual installments starting Mar 1, 2025 |
Stock Options (Granted Feb 22, 2024; Black-Scholes sized)
| Grant Date | Shares | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|
| Feb 22, 2024 | 17,000 | $82.47 | One-third annually | Feb 21, 2034 |
Historical outstanding option rounds:
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Feb 7, 2019 | 45,000 | — | $39.82 | Feb 6, 2029 |
| Feb 6, 2020 | 33,000 | — | $66.65 | Feb 5, 2030 |
| Feb 18, 2021 | 19,000 | — | $91.98 | Feb 17, 2031 |
| Feb 16, 2022 | 15,066 | 7,534 | $67.29 | Feb 15, 2032 |
| Feb 14, 2023 | 4,100 | 8,200 | $76.78 | Feb 13, 2033 |
| Feb 22, 2024 | — | 17,000 | $82.47 | Feb 21, 2034 |
Long-Term PSUs (Three-year cumulative revenue + TSR modifier)
2021–2023 cycle (vested Feb 2024):
| Metric | Target | Actual | TSR Modifier | Shares Vested (Saint) | Notes |
|---|---|---|---|---|---|
| 3-year cumulative revenue | $6,416M | $6,581M | 8.0% TSR at 23rd percentile (S&P 500) | 16,000 | 160% achievement; TSR at 23rd percentile applied |
2024–2026 cycle (granted Feb 2024; not yet settled):
| Target Value | Maximum Value | Maximum Shares | Performance Metric | TSR Comparator |
|---|---|---|---|---|
| $1,200,000 | $2,880,000 | 35,760 | 3-year cumulative revenue | S&P 500 (±20% modifier) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 503,005 shares as of Apr 1, 2025; less than 1% outstanding . |
| Unvested (In-the-money) Options | 7,534 options; intrinsic value $32,396 at $71.59 (12/31/2024) . |
| Unvested Restricted Stock | 152,225 shares; intrinsic value $10,897,788 at $71.59 (12/31/2024) . |
| PSU Maximum Unvested | 83,520 shares (2022/2023/2024 cycles) at max potential . |
| Ownership Guidelines | Executives required to own ≥2x base salary; hold vested shares/options until in compliance . |
| Compliance Status | All executive officers in compliance as of Dec 31, 2024 . |
| Hedging/Pledging | Prohibited; no current director or officer has pledged shares . |
Vesting schedules (as of Dec 31, 2024):
| Award | Shares | Vesting Dates |
|---|---|---|
| Restricted Stock | 7,167 | Vests in entirety on Mar 1, 2025 . |
| RSUs | 15,400 | Vests 50% on Feb 15, 2025; 50% on Feb 15, 2026 . |
| Performance-based RSUs (2023 NI) | 33,400 | Vests one-third on Mar 1, 2025, 2026, 2027 . |
| Relocation RSA (Grant 7/26/2024) | 12,738 | Vests in equal installments on Aug 1, 2025–2028 . |
Option exercises and stock vested (2024):
| Item | Amount |
|---|---|
| Options exercised | None . |
| Shares vested | 37,867; value realized $3,210,498 . |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | No individual executive severance agreement disclosed for Saint; company has limited employment agreements overall . |
| Company-Wide Severance | Two weeks base for first year + one week per additional year, max 16 weeks; Saint estimated $176,923 as of 12/31/2024 . |
| Change-of-Control (Equity) | Immediate vesting of options and lapse of stock restrictions upon CoC unless awards are assumed/substituted; DSUs settle upon qualifying CoC . |
| CoC Value (Equity Acceleration) | $10,930,184 (unvested options and restricted stock intrinsic value at $71.59) . |
| Clawback | Policy adopted in 2023 per Nasdaq Rule 10D-1; applies to current/former officers; covers cash/equity awards and new 2025 stock plan . |
| Anti-Hedging/Pledging | Hedging and pledging prohibited; no exceptions; no pledges by current officers . |
Compensation Structure Analysis
- Mix shifted meaningfully toward equity in 2024: stock awards rose to $6.70M from $3.67M in 2023; options $0.54M vs $0.36M; cash bonus increased to $1.00M, while salary grew modestly to $0.57M, indicating higher at-risk pay tied to performance and long-term equity .
- Annual cash incentives emphasize corporate EBITDA and individual objectives with potential 200% payout at max; Saint’s 2024 total achievement was 174% and cash payout was $1,000,500 .
- Long-term PSUs tie to three-year cumulative revenue with an S&P 500 TSR modifier (±20%); 2021–2023 settlement yielded 160% based on revenue and TSR outcomes, vesting 16,000 shares for Saint in Feb 2024 .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: ~92% at 2024 Annual Meeting; the Committee made no changes directly due to the 2024 vote .
- Prior approval: ~88% at 2023 Annual Meeting .
- Independent compensation consultant (Willis Towers Watson) and peer targeting generally between 50th–75th percentile .
Equity Ownership & Alignment
- Beneficial ownership of 503,005 shares; less than 1% of outstanding .
- Robust anti-hedging/anti-pledging policy; no pledges by current officers .
- Executive stock ownership policy requires ≥2x salary for non-CEO officers; all executives in compliance as of year-end 2024 .
Employment Terms
- Limited individual severance; CoStar’s company-wide severance would be $176,923 for Saint under a position reduction scenario as of 12/31/2024 .
- Single-trigger equity acceleration on change-of-control under the 2016 Plan unless awards are assumed/substituted; DSUs settle upon qualifying CoC; Saint’s potential equity acceleration value estimated at $10.93M at $71.59 share price .
- Clawback policy applies broadly to incentive-based compensation; 2025 Stock Incentive Plan awards are subject to clawback .
Investment Implications
- Alignment: High equity orientation and strict anti-hedging/pledging enhance alignment; compliance with ownership guidelines and sizable beneficial ownership (503k shares) reduce misalignment risk .
- Retention: Multi-year PSUs, three-year vesting on performance RSUs and options, plus relocation RSA vesting through 2028 create strong retention hooks; limited cash severance shifts retention reliance to equity .
- Trading signals: No option exercises in 2024, but $3.21M of stock vested; upcoming vesting dates (Feb 15/Mar 1/Aug 1 in 2025) could add supply and potential selling windows; monitor Form 4s around these dates for selling pressure and 10b5-1 activity .
- Performance linkage: Annual bonuses tied to EBITDA and individual goals; long-term PSUs linked to revenue and relative TSR; prior cycle (2021–2023) achieved 160% vest; continuation of strong corporate revenue trajectory and adjusted EBITDA guidance supports payout potential, but TSR modifier can reduce/increase PSU outcomes and should be tracked .