Louise S. Sams
COSTAR GROUPAbout Louise S. Sams
Independent Board Chair at CoStar Group since 2019; age 67. Former EVP & General Counsel of Turner Broadcasting (2000–2019) and President of Turner Broadcasting System International (2003–2012); earlier an M&A and securities associate at White & Case. Education: B.A. (Princeton), J.D. (University of Virginia). Current public boards: Loop Industries and Rollins; prior: D&Z Media Acquisition Corp (2021–2023). Determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turner Broadcasting System, Inc. | Executive Vice President & General Counsel | 2000–2019 | Led global legal, governance, risk management |
| Turner Broadcasting System International, Inc. | President | 2003–2012 | Oversaw international strategy/operations |
| White & Case LLP | Associate (M&A, Securities) | Pre-1993 | Transactional execution, capital markets |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loop Industries, Inc. (public) | Director | Current | — |
| Rollins, Inc. (public) | Director | Current | — |
| D&Z Media Acquisition Corp (public) | Director | 2021–2023 | SPAC governance |
| Princeton University | Director | Current | Higher-ed governance |
| High Museum of Art (Atlanta) | Director | Current | Nonprofit oversight |
| Westminster Schools; Meals on Wheels (Atlanta) | Director | Current | Community engagement |
Board Governance
- Board Chair; independent. Responsibilities include presiding meetings, leading board process, guiding CEO/management, engaging stockholders, and representing the Board.
- Independence: Board determined Sams independent; executive sessions of independent directors are held at Board meetings.
- Attendance: Board held 7 meetings in 2024; each director attended at least 75% of Board and committee meetings.
- Committee assignments (2024 actual and post-2025 AGM expected):
- 2024: Audit member; Compensation member; Nominating & Corporate Governance Chair.
- Effective after 2025 Annual Meeting: Audit member; Nominating & Corporate Governance Chair (Compensation membership rotates off).
- Board refreshment: 50% refresh over two years; adoption of retirement policy (no nomination if ≥75 at election absent Board waiver). Sams appointed Board Chair in April 2025 amid refresh.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash retainer | $50,000 | Paid biannually; reimbursed reasonable expenses |
| Stock awards (grant-date fair value) | $265,037 | Annual restricted stock; vests in four equal annual installments |
| Unvested restricted shares (12/31/2024) | 8,836 | Outstanding and unvested as of year-end |
| Policy schedule (standard grant values) | Board: $250,000; Audit Chair: $30,000; Audit member: $15,000; Compensation Chair: $25,000; Compensation member: $12,000; Nominating Chair: $25,000; Nominating member: $12,000 | Granted around first regular Board meeting post-Annual Meeting; converted to shares at grant closing price; four-year pro-rata vesting |
- Director stock ownership guideline: 5× annual standard director cash retainer; all current directors in compliance. Hedging and pledging prohibited.
Performance Compensation
| Performance Metrics tied to Director Compensation | Disclosure |
|---|---|
| None | Non-employee director equity is time-based restricted stock; no director-specific performance metrics disclosed |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Loop Industries, Inc. | Plastics recycling | Director | No related-party transactions disclosed for 2024 |
| Rollins, Inc. | Pest control services | Director | No related-party transactions disclosed for 2024 |
| D&Z Media Acquisition Corp | SPAC | Former Director | Historical only; no current exposure |
- Related party transactions: None occurred in 2024 between CoStar and any Related Party. Audit Committee oversees policy.
Expertise & Qualifications
- Legal, regulatory, corporate governance, M&A (34+ years legal practice; media executive experience).
- Public company board leadership; risk management; technology/media familiarity.
- Education: Princeton (B.A., English); University of Virginia School of Law (J.D.).
- The Board highlights skills mix including legal/regulatory, risk, public company governance; Sams fits these domains.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 16,118 (includes 8,836 restricted) |
| Ownership as % of shares outstanding | ~0.0038% (16,118 / 421,762,323) |
| Vested vs. unvested | 8,836 restricted shares unvested |
| Pledging/Hedging | Prohibited; no current director has pledged shares per policy |
Governance Assessment
- Board leadership and independence: As independent Board Chair and Nominating & Corporate Governance Chair, Sams strengthens oversight, succession, and refresh; executive sessions reinforce independence.
- Committee effectiveness: Expected committee structure post-AGM places Sams over governance and on Audit—aligning with her legal/compliance background.
- Alignment: Material equity component and stock ownership guideline compliance support shareholder alignment; director comp predominantly stock-based (for Sams: ~$265k stock vs $50k cash, ~84% stock).
- Conflicts/related-party exposure: None disclosed for 2024; anti-hedging/pledging and clawback policies in place.
- Shareholder signals: High 2024 say-on-pay support (≈92%); proactive board refresh and retirement policy bolster investor confidence.
- RED FLAGS: Administrative late Form 4 filings for all seven active non-employee directors on Aug 5, 2024 (grant reporting), attributed to company error; monitor future Section 16 timeliness.
Overall: Sams’ legal/governance expertise, independent chairmanship, and roles on Audit and Nominating position her as a stabilizing force for board effectiveness and investor confidence, with low conflict risk and strong alignment to shareholders through equity-heavy compensation and ownership policies.