Gene Boxer
COSTAR GROUPAbout Gene Boxer
Gene Boxer is General Counsel and Corporate Secretary at CoStar Group, serving as an executive officer since March 2022; he is age 50 as of April 1, 2025, with a B.S. in Finance and International Business from NYU Stern and a J.D. from Boston University School of Law . Prior to CoStar, he held senior legal and strategy roles at Sirius International Insurance Group (EVP Group General Counsel; Chief Strategy Officer), Global General Counsel at Cushman & Wakefield, and senior legal M&A/restructuring roles at AIG, following earlier practice at Milbank LLP focused on M&A and securities . Company performance context during his tenure: CoStar delivered 2024 revenue of $2.74B, net income of $139M, adjusted EBITDA of $241M, 11% revenue growth, and 55 consecutive quarters of double-digit revenue growth through year-end 2024; pay-versus-performance TSR benchmarks show value of an initial $100 investment at $129.17 (2022), $146.06 (2023), and $119.66 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sirius International Insurance Group | EVP, Group General Counsel | Aug 2016–Feb 2021 | Led group legal function; elevated to enterprise strategy leadership later in tenure |
| Sirius International Insurance Group | Chief Strategy Officer | Sept 2018–Feb 2021 | Corporate strategy leadership alongside legal remit |
| Cushman & Wakefield | Global General Counsel | Jan 2011–Oct 2015 | Headed Legal & Compliance; member of Executive Committee and Global Management Committee; Co-Chaired Global ERM Committee |
| American International Group (AIG) | Senior member, Restructuring Group and Legal M&A Group | Oct 2006–Jan 2011 | Led complex restructuring and M&A legal work |
| Milbank LLP | Attorney | Pre–Oct 2006 | Practiced in M&A and securities offerings |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cushman & Wakefield | Executive Committee member | 2011–2015 | Senior governance and operational oversight at global firm |
| Cushman & Wakefield | Global Management Committee member | 2011–2015 | Global leadership participation across functions |
| Cushman & Wakefield | Co-Chair, Global Enterprise Risk Management Committee | 2011–2015 | Co-led firm-wide ERM framework |
Fixed Compensation
- Not disclosed for Boxer (he is an executive officer but not listed among Named Executive Officers in the proxy’s compensation tables) . Base salaries for NEOs are reviewed annually by the Compensation Committee; 2024 NEO salaries and review criteria are disclosed, but do not include Boxer .
Performance Compensation
| Element | Key Performance Metric | Payout Range | Vesting |
|---|---|---|---|
| Annual Cash Incentive | EBITDA (fiscal year) | Variable, based on corporate and individual goals | Paid based on prior year results |
| Annual Performance-Based Restricted Stock | Net income (one-year metric) | 0–200% of target | Vests ratably over 3 years |
| Long-Term Performance Shares | Three-year cumulative revenue; ±20% adjustment based on relative TSR vs S&P 500 (for awards since 2023) | 0–200% of target | Vests based on 3-year achievement with TSR adjustment |
| Stock Options | Stock price aligned; service-vesting | N/A | Vests ratably over 3 years |
Equity incentive compensation mix at grant (2024 target values for executives): 45% performance-based restricted stock, 15% stock options, 40% long-term performance shares .
Equity Ownership & Alignment
| Policy/Item | Status |
|---|---|
| Anti-hedging and anti-pledging | Directors, officers, and employees are prohibited from hedging, pledging, or margining company stock; no exceptions allowed; no current director or officer has pledged shares . |
| Executive stock ownership guidelines | CEO: 6x base salary; other executive officers: 2x base salary; directors: 5x annual cash retainer . |
| Compliance with ownership guidelines | As of Dec 31, 2024, each executive officer was in compliance . |
| Beneficial ownership disclosure | Boxer is not individually listed in the beneficial ownership table (which covers NEOs, directors, and >5% holders); table totals and footnotes are provided for listed individuals . |
| Management Stock Purchase Plan (MSPP) | Executives may defer cash incentives into DSUs; Matching RSUs equal to 100% of DSUs granted; DSUs fully vested at grant, settle upon earliest of 4th anniversary, death, disability, separation, or change in control; Matching RSUs vest after 4 years or upon change in control; unvested Matching RSUs forfeited upon termination . |
Employment Terms
| Term | Details |
|---|---|
| Employment status | Company-wide, employees (including executives) are at-will and subject to confidentiality, non-solicitation, and non-competition covenants . |
| Non-compete duration | The proxy specifies durations for certain executives (e.g., CEO through 2 years post-termination; CFO one year post-termination), but does not disclose a specific duration for Boxer beyond the general at-will restrictive covenants . |
| Clawback policy | Adopted in 2023 per Nasdaq Rule 10D-1; mandatory recovery of erroneously received incentive-based compensation for three prior fiscal years in the event of an accounting restatement, subject to limited exceptions . |
| Change-in-control treatment | MSPP DSUs settle and Matching RSUs vest upon a change in control per plan terms . |
| Tax gross-ups | No 280G excise tax gross-ups except for CEO per long-standing agreement; not applicable to other executives . |
Company Performance During Boxer’s Tenure
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – value of $100 initial investment ($) | $129.17 | $146.06 | $119.66 |
| Net Income ($M) | $369.5 | $374.7 | $138.7 |
| EBITDA ($M) | $582.7 | $389.8 | $123.0 |
2024 business highlights: total revenue $2.74B, net new bookings $250M, net income $139M, adjusted EBITDA $241M; revenue growth 11% and 55 consecutive quarters of double-digit revenue growth through year-end 2024 .
Compensation Structure Analysis
- Pay-for-performance emphasis: at least 80% of NEO target compensation is performance-based; annual metrics include EBITDA and net income; long-term awards hinge on three-year cumulative revenue and relative TSR vs S&P 500 (for awards since 2023) .
- Peer benchmarking and governance: Compensation Committee uses Willis Towers Watson for independent benchmarking and targets pay components generally at 50th–75th percentiles; robust policies prohibit option repricing, hedging, and pledging .
Risk Indicators & Red Flags
- Related-party transactions: none occurred in 2024 among defined Related Parties (executive officers, directors, >5% holders, and immediate family) .
- Hedging/pledging: prohibited; no current director or officer has pledged shares .
- Say-on-pay: 92% approval at 2024 annual meeting, signaling shareholder support for executive compensation program .
- Clawback: compliant with Nasdaq 10D-1, reducing restatement-related compensation risk .
- Option repricing: prohibited under stock incentive plans and Nasdaq rules .
Equity Ownership & Alignment Details (Program-Level)
| Item | 2024/Program Detail |
|---|---|
| Equity grant vesting cadence | Options and annual performance-based restricted stock vest ratably over 3 years . |
| Long-term performance awards | Three-year cumulative revenue goals with TSR-based adjustment; payouts 0–200% of target . |
| Executive share holding requirement | Must hold vested shares/options until guideline thresholds met; DSUs under MSPP count toward guideline . |
Investment Implications
- Alignment: Strict anti-hedging/anti-pledging policies, required ownership multiples (2x salary for executive officers), and confirmed compliance as of Dec 31, 2024 indicate strong alignment and low leverage-related risk for executive officers, including Boxer .
- Retention risk: Boxer’s employment is at-will with restrictive covenants; while specific severance/change-of-control economics are not disclosed for him, program-level MSPP provisions and clawback compliance provide structure but do not signal unusual retention or exit incentives; non-compete durations are disclosed for certain executives but not for Boxer .
- Trading signals: The company-wide prohibition on hedging/pledging and absence of pledged shares reduces typical red flags; individual Form 4 activity for Boxer is not disclosed in the proxy and no executive-specific selling pressure can be inferred from these documents .
- Performance context: Mixed TSR across 2022–2024 with strong operational momentum in 2024 (11% revenue growth, Homes.com scaling) suggests long-term performance designs (three-year revenue + TSR adjusters) remain relevant; however, Boxer's individual compensation outcomes are not disclosed as he is not a NEO, limiting pay-for-performance linkage analysis at the individual level .