John W. Hill
COSTAR GROUPAbout John W. Hill
Independent director of CoStar Group, Inc. since 2012; age 70. Founder and CEO of J Hill Group (2012–present), former CFO of the City of Detroit (2013–2018), and former CEO of Federal City Council (2004–2012). Certified Public Accountant with 40+ years in accounting, auditing, and executive management; B.S. in Accounting from the University of Maryland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J Hill Group | Founder & CEO | 2012–present | Professional services practice focused on improving management operations |
| City of Detroit, Michigan | Chief Financial Officer | 2013–2018 | Fiscal oversight and turnaround responsibilities |
| Federal City Council | Chief Executive Officer | 2004–2012 | Led non-profit focused on improving Washington, D.C. |
| In2Books, Inc. | Chief Executive Officer | Not disclosed | Executive leadership role |
| Andersen, LLP | Partner | Not disclosed | Audit/assurance leadership; CPA credentials |
External Roles
| Organization | Role | Status/Tenure |
|---|---|---|
| Shakespeare Theatre Company | Honorary/Emeritus Trustee | Current/previous; Company donations $50,000 in 2022, $50,000 in 2023, $50,000 in 2024; Board deemed immaterial for independence |
| Step Afrika! | Director | Current; Company donations $7,500 in 2022 and $25,000 in 2024; immaterial for independence |
| National Minority AIDS Council | Board Chair | Previously disclosed (2024 proxy) |
| Chesapeake Lodging Trust Corporation | Director | 2010–2019 (past public company board) |
Board Governance
| Item | Details |
|---|---|
| Independence | Determined independent under Nasdaq rules; Board reviewed philanthropic ties and deemed immaterial |
| Committees (2024) | Audit Committee Chair; member of Compensation and Nominating & Corporate Governance (NCGC) |
| Audit Committee financial expert | Hill qualifies as an “Audit Committee Financial Expert” under SEC rules |
| Committee meetings (2024) | Audit: 4; Compensation: 1; NCGC: 1 |
| Board meetings (2024) & attendance | Board held 7 meetings; each director attended ≥75% of aggregate Board and committee meetings served |
| Executive sessions | Independent directors hold executive sessions without management |
| Board retirement policy | Adopted April 2025: retirement at age 75 unless waived by NCGC and Board |
| Committee interlocks | No officer participation; no interlock relationships requiring related-person disclosure in 2024 |
| Audit Committee report | Hill signed the Audit Committee report recommending inclusion of audited financials in 2024 Annual Report |
Fixed Compensation
| Year | Cash Retainer ($) | Payment Schedule | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | 50,000 | Directors paid biannually; Chair monthly | Not disclosed | Travel/out-of-pocket reimbursed |
Performance Compensation
| Year | Stock Awards ($) | Instrument | Vesting | Role-Based Equity Policy Components |
|---|---|---|---|---|
| 2024 | 280,069 | Restricted stock | Four equal annual installments, service-based | Policy grant-date values: Board ($250k), Audit Chair ($30k), Audit member ($15k), Comp Chair ($25k), Comp member ($12k), NCGC Chair ($25k), NCGC member ($12k) |
Director Compensation Metrics
| Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Financial performance metrics (e.g., revenue, EBITDA, TSR) | No | Director equity awards are time-based restricted stock; no performance metrics disclosed |
| Clawbacks | Yes (company policy) | Company maintains a clawback policy for certain restatements (focused on officers); corporate governance practice applies broadly |
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Chesapeake Lodging Trust Corporation | Director | Past (2010–2019) |
| Current public company boards | None | Current |
Expertise & Qualifications
- CPA; extensive accounting/auditing and financial oversight; led large municipal finance function (Detroit CFO) and multiple executive roles .
- Audit Committee financial expert; aligns with Audit Chair responsibilities and oversight of internal controls, auditor independence, and cybersecurity risk .
- Executive and governance experience across public/non-profit sectors; strong management credentials .
Equity Ownership
| As-of Date | Beneficially Owned Shares | Restricted (Unvested) Shares | Ownership Guidelines | Pledging/Hedging |
|---|---|---|---|---|
| April 1, 2025 | 17,304; “less than 1%” of outstanding | 9,337 | Directors must hold ≥5× annual standard cash retainer; all current directors in compliance | Company prohibits pledging and hedging; no current director or officer has pledged shares |
Governance Assessment
- Board effectiveness: Long-tenured independent director with deep finance/audit expertise; serves as Audit Chair and financial expert, enhancing oversight of financial reporting, auditor independence, and cybersecurity risks .
- Alignment and incentives: Director equity is time-based restricted stock with multi-year vesting, encouraging continuity; ownership guidelines at 5× retainer with compliance reported; anti-hedging/anti-pledging bolsters alignment .
- Independence and conflicts: Board reviewed charitable affiliations (Shakespeare Theatre Company, Step Afrika!) and concluded immaterial; no related-party transactions occurred in 2024 .
- Engagement: Audit (4), Compensation (1), and NCGC (1) meetings held in 2024; Board held 7 meetings with ≥75% attendance per director; independent executive sessions maintained .
- Shareholder signals: Say-on-pay support ~92% at 2024 annual meeting; Compensation Committee uses independent consultant Willis Towers Watson; robust governance practices (proxy access, majority voting, retirement policy) .
RED FLAGS: None material identified. Philanthropic ties reviewed with de minimis contributions; anti-pledging/hedging and related-party policies reduce conflict risk; no 2024 related-party transactions .