Lisa Ruggles
COSTAR GROUPAbout Lisa Ruggles
Senior Vice President, Global Operations at CoStar Group. Joined CoStar in 1999; promoted to SVP, Global Research in 2016 and to SVP, Global Operations in 2022. Age 58; B.A. in Photography from Savannah College of Art and Design. Career highlights include launching CoStar’s U.S. market coverage, initiating U.K. coverage, establishing the Toronto research center, operationalizing an aerial research program, and building CoStar’s Richmond research HQ . Company performance context: 2024 revenue $2.74B (+11% YoY), adjusted EBITDA $241M, net income $139M; 55 consecutive quarters of double‑digit revenue growth through 2024. Apartments.com reached $1.1B revenue (+17% YoY); CoStar Suite $1.0B (+10% YoY). Homes.com reached 110M average monthly uniques in Q4’24; 2021‑2023 TSR was 8.0%, at the 23rd percentile vs S&P 500 for pay-modifier purposes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CoStar Group | Field Research Photographer | 1999 | Entry to CoStar; foundational market data capture |
| CoStar Group | Field Research Operations Manager | 2000–2006 | Scaled field ops during U.S. expansion |
| CoStar Group | Director of Field Research | 2006–2009 | Launched coverage of numerous U.S. markets |
| CoStar Group | Senior Director of Field Research | 2009–2013 | Advanced expansion and process rigor |
| CoStar Group | Vice President, Field Research | 2013–2016 | Established Toronto research center; initiated U.K. coverage |
| CoStar Group | SVP, Portfolio Research | Early 2016–Oct 2016 | Portfolio research leadership |
| CoStar Group | SVP, Global Research | 2016–2022 | Operationalized aerial research plane; built Richmond research HQ |
| CoStar Group | SVP, Global Operations | 2022–Present | Oversees global operations across research/content |
External Roles
- No external directorships or outside roles are disclosed in the executive biography for Ms. Ruggles .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 514,877 | 545,293 | 571,154 |
| Target Bonus (% of Salary) | — | — | 95% |
| Actual Annual Cash Incentive ($) | 706,384 | 759,688 | 955,938 |
| Cash Incentive Payout (% of Salary) | — | — | 166.3% |
Performance Compensation
Annual Cash Incentive (FY 2024 Performance, paid 2025)
| Component | Metric | Weight | Target | Actual | Payout Factor |
|---|---|---|---|---|---|
| Corporate | EBITDA vs Budget | 50% | 100% | 200% | 200% |
| Individual | Functional OKRs (Research/Operations) | 50% | 100% | 150% | 150% |
| Result | Weighted payout as % of salary | — | — | — | 166.3% (=$955,938) |
Key 2024 individual objectives included: OKRs for Research divisions, Homes.com photography support, international expansion support, and succession planning; assessed at 150% achievement . The Compensation Committee set EBITDA as the 2024 corporate measure (reflecting significant Homes.com investments), and certified maximum (200%) corporate achievement .
2024 Equity Grants (Granted February 22, 2024)
| Award Type | Metric / Terms | Grant Date | Shares/Units | Exercise/Grant Price | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Annual Performance‑Based RSUs (based on 2023 NI) | Net income achieved at 110.26% of target ⇒ 200% payout; award based on 2023 performance | 2/22/2024 | 27,800 | — | Equal installments on 3/1/2025, 3/1/2026, 3/1/2027 | 2,292,666 |
| Stock Options | Service‑vesting | 2/22/2024 | 14,200 | $82.47 | Pro‑rata over 3 years | 448,294 |
| 2024–2026 Performance Shares (Target) | 3‑year cumulative revenue; TSR modifier ±20% vs S&P 500 | 2/22/2024 | Target shares not disclosed; target value $1,000,000 | — | Cliff vesting at end of period subject to certification | 2,454,307 (full program value for CEO/NEOs; Lisa’s PS grant line item value) |
| 2024–2026 Performance Shares (Maximum) | 200% of target, then ×1.2 TSR cap | 2/22/2024 | Max 29,760 | — | — | Max award value $2,400,000 |
Notes:
- 2023 net income recognized for 2024 grant determination: $404.6M, equating to 110.26% of adjusted net income target; Ms. Ruggles’ target value $1,125,000 paid at 200% = $2,250,000; share count based on $80.94 Q4’23 average price .
- Option awards use Black‑Scholes valuation for share determination; exercise price equals grant‑date close .
Settled Performance Awards (2011–2023 Cycles)
| Performance Period | Target Shares | Max Shares Granted (at start) | Shares Vested (Certified Feb 2024) |
|---|---|---|---|
| 2021–2023 | 9,000 | 21,600 | 14,400 (160% of target after revenue goal and TSR modifier at 23rd percentile) |
Equity Ownership & Alignment
Unvested Holdings Snapshot (as of 12/31/2024)
| Instrument | Quantity | Intrinsic/Market Value |
|---|---|---|
| Unvested in‑the‑money Options | 7,534 | $32,396 (options with strike < $71.59) |
| Unvested Restricted Stock/RSUs | 133,530 | $9,559,413 (at $71.59) |
- Outstanding option grants include unexercisable tranches from 2022 (7,534), 2023 (8,200), and 2024 (14,200); only the 2022 grant was in‑the‑money at year‑end 2024 .
- Management Stock Purchase Plan (MSPP) exists; no MSPP deferral is shown for Ms. Ruggles in 2024 disclosures (example provided only for former CFO Wheeler) .
Vesting Calendar (near‑term supply indicators)
| Vest Date | Award | Shares/Structure |
|---|---|---|
| Feb 15, 2025 | RSUs | 15,400 RSUs vest in equal installments on 2/15/2025 and 2/15/2026 |
| Mar 1, 2025 | RS | 7,167 RS vests in full |
| Mar 1, 2025 | Performance‑based RSUs (2024 grant) | 27,800 RSUs vest in equal installments on 3/1/2025, 3/1/2026, 3/1/2027 (equal tranches) |
| Mar 15, 2025 | RS | 2,230 RS vests in full |
| Jun 1, 2025 | RS | 25 RS vests in full |
| Mar 15, 2026 | RS | 3,388 RS vests in full |
| Feb 15, 2026 | RSUs | Second installment of 15,400 RSUs |
| Mar 1, 2026/2027 | Performance‑based RSUs (2024 grant) | Second/third installments |
Alignment safeguards:
- Executive stock ownership guideline: 2× base salary for executive officers; executives must hold vested shares/options until in compliance; all executives were in compliance as of 12/31/2024 .
- Anti‑hedging and anti‑pledging: Hedging and pledging of CoStar stock prohibited; no exceptions permitted; no current director or officer has pledged shares .
Employment Terms
Severance and Change‑of‑Control (CoC)
| Scenario | Provision | Value (as of 12/31/2024) |
|---|---|---|
| Company‑wide severance (position reduction) | 2 weeks base pay for first year + 1 week per additional year; max 16 weeks | $176,923 (Ms. Ruggles) |
| Change of Control (without termination) | Immediate vesting of unvested options and restrictions lapse on stock grants unless awards are assumed/substituted | $9,591,809 realizable value for unvested equity |
| Termination upon Change of Control | Same equity acceleration economics under the plan; no additional cash specified for Ms. Ruggles | $9,591,809 |
- Employment agreements with enhanced severance exist only for CEO and CFO; Ms. Ruggles is covered by broad‑based policies, not an individualized severance contract .
- Clawback: Mandatory recovery of erroneously awarded incentive‑based compensation for current/former officers upon required restatement (3‑year lookback), per Nasdaq Rule 10D‑1 .
Compensation Structure Analysis
- Cash vs equity mix: Significant tilt to at‑risk equity (annual performance‑based RSUs, options, multi‑year PSUs), aligning realized pay with revenue/TSR outcomes .
- Metric architecture: Distinct metrics reduce gaming risk—Annual cash uses EBITDA and personal goals; annual RSUs key on prior‑year net income; 3‑year performance shares on cumulative revenue with TSR modifier vs S&P 500 .
- 2024 outcomes: Maximum corporate achievement and above‑target individual goals drove a 166.3% payout on cash incentive; 2023 net income outperformance led to 200% annual RSU payout for 2024 grants .
- Long‑term calibration: 2021–2023 cycle paid at 160% of target (revenue above target), but TSR at the 23rd percentile reduced upside—embedding a market‑relative discipline .
Performance & Track Record
- Operating expansion leadership: Drove U.S./U.K./Canada research coverage, aerial data capture, and Richmond research HQ—core to CoStar’s data advantage and product quality .
- Company momentum: 2024 revenue +11% to $2.74B; Apartments.com $1.1B (+17% YoY); CoStar Suite $1.0B (+10% YoY); Homes.com scaled to 110M monthly uniques; 55 consecutive quarters of double‑digit revenue growth .
- Shareholder response: Say‑on‑pay approval ~92% in 2024; program features (PSUs, clawback, ownership guidelines) aligned with investor feedback .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; no pledging by current directors/officers—reduces forced‑sale risk .
- Option repricing: Prohibited without shareholder approval .
- Related‑party transactions: None in 2024 .
- Severance/golden parachutes: No individualized severance for Ms. Ruggles; CoC acceleration consistent with broad plan provisions .
Equity Ownership & Potential Selling Pressure
- Near‑term vesting concentration: Multiple RS/RSU tranches vest across Feb–Mar 2025 and a second wave in 2026; this creates windows for potential insider sales once trading windows open, though policy constraints (no hedging/pledging; ownership guidelines) apply .
- Option incentives: Only the 2022 option tranche (strike $67.29) was in‑the‑money at 12/31/2024; 2023 ($76.78) and 2024 ($82.47) tranches require further stock appreciation to be in‑the‑money, reinforcing longer‑term alignment .
Compensation Peer Group (for benchmarking context)
CoStar benchmarks to a curated peer set (e.g., ANSYS, Akamai, Equifax, FactSet, MSCI, PTC, TransUnion, Tyler, Verisk, VeriSign, Workday, Zillow, etc.); target pay generally between the 50th–75th percentiles, with Willis Towers Watson as independent advisor .
Investment Implications
- Alignment: High proportion of equity and rigorous multi‑metric design (EBITDA, net income, 3‑year revenue, relative TSR) align incentives with profitable growth and shareholder returns; compliance with ownership guidelines and bans on hedging/pledging further strengthen alignment .
- Retention: 3‑year vesting across annual RSUs/options and multi‑year PSUs plus sizable unvested equity value (~$9.56M at 12/31/2024) support retention; lack of individualized severance may modestly elevate retention sensitivity to equity value trajectory .
- Trading signals: Concentrated vesting events in Q1’25 and into 2026 could create episodic selling capacity, but actual market impact depends on Form 4 activity and window availability; 2023‑based RSU payout at 200% and 2021–2023 PSU vest at 160% indicate strong backward‑looking execution, while TSR modifier pressure underscores the need for sustained relative performance .
- Execution risk: Long‑term performance shares hinge on achieving ambitious 3‑year revenue targets and relative TSR vs S&P 500; Homes.com monetization and integration of acquisitions (e.g., Matterport, Visual Lease) are critical to multi‑year outcomes that drive realized equity value .