John L. Berisford
COSTAR GROUPAbout John L. Berisford
Independent director at CoStar Group appointed April 2025; age 61. Former President of S&P Global Inc. (2015–2022) and prior EVP of Human Resources; 22-year leadership tenure at PepsiCo. Education: B.A. in Political Science (West Liberty University); M.A. (West Virginia University). The Board determined he is independent under Nasdaq Rule 5605(a)(2). Director since 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S&P Global Inc. | President | 2015–2022 | Led growth plan; executive leadership in data/analytics and strategy |
| S&P Global Inc. | EVP, Human Resources | Not disclosed | Human capital and compensation oversight experience |
| PepsiCo, Inc. | Various leadership roles | 22 years | Senior operating leadership at blue-chip consumer company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Heidrick & Struggles International Inc. | Director | Current | Public company board |
| Crisil Limited | Director | Past five years | Public company board (past) |
| S&P Global Ratings Europe Limited | Director | Past five years | Public company board (past) |
| Standard and Poor’s Financial Services Limited | Director | Past five years | Public company board (past) |
| National Association of Corporate Directors | Member | Current | Governance credential |
Board Governance
- Committee assignments (post-2025 Annual Meeting): Compensation Committee member; chaired by Robert W. Musslewhite, with Angelique G. Brunner as fellow member.
- Independence: Determined independent by the Board under Nasdaq Rule 5605(a)(2).
- Appointment and refresh: Appointed via a rigorous search led by a special committee leveraging an external search firm; part of broader board refresh alongside two other independent appointments in April 2025.
- Attendance framework: In 2024 the Board held seven meetings; each director (serving in 2024) attended ≥75% of Board and committee meetings on which they served; executive sessions of independent directors held as needed. Berisford was appointed in 2025, so 2024 attendance is not applicable to him.
| Committee | Role | Chair | Effective date |
|---|---|---|---|
| Compensation | Member | Robert W. Musslewhite | Immediately following 2025 Annual Meeting |
Fixed Compensation
Director compensation program design (2024 levels; applied to non-employee directors, with equity granted after annual meeting and vesting in four equal annual installments, subject to continued service):
| Component | Amount (USD) | Timing/Terms |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Paid biannually |
| Board Chair cash retainer | $130,000 | Paid monthly |
| Board service restricted stock grant | $250,000 | Grants around first regular Board meeting post-annual meeting; 4-year equal vesting |
| Audit Committee – Chair RS grant | $30,000 | 4-year equal vesting |
| Audit Committee – Member RS grant | $15,000 | 4-year equal vesting |
| Compensation Committee – Chair RS grant | $25,000 | 4-year equal vesting |
| Compensation Committee – Member RS grant | $12,000 | 4-year equal vesting |
| Nominating & Corporate Governance – Chair RS grant | $25,000 | 4-year equal vesting |
| Nominating & Corporate Governance – Member RS grant | $12,000 | 4-year equal vesting |
Notes: Restricted stock award share counts are determined by dividing dollar value by closing price on grant date; equity computed in accordance with ASC 718.
Performance Compensation
- Directors receive time-based restricted stock for Board/committee service; no performance metrics (e.g., TSR, revenue, EBITDA) tied to director equity disclosed.
| Performance Metric | Weight | Threshold/Target/Max | Result |
|---|---|---|---|
| Not applicable for director compensation | — | — | — |
Other Directorships & Interlocks
| Company | Board/Committee Role | Potential interlock/conflict |
|---|---|---|
| Heidrick & Struggles International Inc. | Director | No related-party transactions disclosed by CoStar for Berisford; Board affirmed independence. |
| Crisil Limited (past 5 years) | Director | Past service; no CoStar related-party ties disclosed. |
| S&P Global Ratings Europe Limited (past 5 years) | Director | Past service; no CoStar related-party ties disclosed. |
| Standard and Poor’s Financial Services Limited (past 5 years) | Director | Past service; no CoStar related-party ties disclosed. |
Compensation Committee interlocks (historical context): 2024 Compensation Committee included Klein and Nassetta; none were Company officers and no related-person transactions required disclosure.
Expertise & Qualifications
- Senior operating leadership across information services and consumer sectors; data/analytics acumen; human capital expertise.
- Governance and boardroom experience across multiple public companies; NACD member.
- Education: B.A. Political Science (West Liberty University); M.A. (West Virginia University).
Equity Ownership
- Beneficial ownership as of April 1, 2025: 0 shares; <1% of outstanding (421,762,323 shares outstanding).
- Director stock ownership policy: Must own shares equal to 5x annual standard director cash retainer; new directors must meet requirement by first December 31 following the fifth anniversary of appointment; current directors reported in compliance.
| Holder | Shares Beneficially Owned | % of Outstanding | As of |
|---|---|---|---|
| John L. Berisford | 0 | <1% | April 1, 2025 |
Policy alignment: Ownership guideline requires building meaningful stake over time; annual director restricted stock grants vest over four years, aiding alignment.
Governance Assessment
- Strengths: Independent status; deep financial services and human capital background suited to Compensation Committee oversight; appointed via rigorous, skills-based refresh process; Board majority voting and retirement age policy support discipline.
- Alignment: Director equity is a significant component of pay and vests over four years; ownership guideline at 5x cash retainer promotes long-term alignment.
- Attendance/engagement: 2024 directors met ≥75% attendance; executive sessions held to evaluate management and board effectiveness. Berisford’s appointment in 2025 means 2024 attendance data is not applicable; future attendance should be monitored.
- Say-on-pay signal: 92% approval in 2024 suggests supportive shareholder sentiment toward compensation governance; provides context for Compensation Committee expectations.
- Related-party/conflicts: Board reports no related-person transactions for current directors and affirmed independence; no Berisford-specific related-party transactions disclosed.
RED FLAGS
- Near-term ownership: 0 shares beneficially owned at appointment date; expect evolution via annual director grants and guideline compliance, but current stake is minimal. Monitor Form 4 filings and guideline progress.
- None otherwise identified in proxy: No pledging/hedging, loans, or related-party dealings disclosed for Berisford.
Auxiliary notes
- Board leadership: Louise S. Sams appointed Board Chair in April 2025 as part of refresh; supports independent board leadership.