Rachel C. Glaser
COSTAR GROUPAbout Rachel C. Glaser
Rachel C. Glaser, age 63, was appointed as an independent director of CoStar Group (CSGP) effective April 6, 2025. She previously served as CFO of Etsy, Inc. from 2017–2025 and has deep finance, marketplace, and public-company governance experience. Her education includes a B.A. in Psychology from UC Berkeley and an MBA from USC. The Board determined she is independent under Nasdaq Rule 5605(a)(2) and disclosed no related-person transactions involving her appointment. Director since: 2025; Independent; Education: BA (UC Berkeley), MBA (USC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Etsy, Inc. | Chief Financial Officer | 2017–2025 | Led strategic finance, corporate development, Tax & Treasury, Accounting, SEC reporting, IR |
| Leaf Group Ltd. | Chief Financial Officer | — | Consumer media and marketplaces CFO experience |
| Move, Inc. (Realtor.com parent) | Chief Financial Officer | — | Real estate marketplace finance leadership |
| MyLife.com | Chief Operating & Financial Officer | — | Subscription search business operations + finance |
| Yahoo! Inc. | SVP, Finance | — | Senior corporate finance role |
| The Walt Disney Company | Finance & operations positions | — | Studios, Corporate Operations Planning, Disney Consumer Products |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The New York Times Company | Director | — | Other public company directorship; no other public company boards in past five years |
Board Governance
- Appointment and independence: Appointed April 6, 2025 via a Board-led search process; deemed independent with no related-person transactions. Board refreshment also retired three directors and appointed a new Board Chair (Louise S. Sams) .
- Committee assignments (effective immediately following the 2025 Annual Meeting): Audit Committee (Hill—Chair; Brunner; Glaser; Sams), Nominating & Corporate Governance Committee (Sams—Chair; Glaser; McCarthy). She is not slated for the Compensation Committee post-meeting .
- 2024 meetings and attendance baseline: Board held 7 meetings; Audit held 4; Compensation held 1 plus five actions by written consent; Nominating held 1. Each director in 2024 attended at least 75% of the aggregate Board and committee meetings for their service period (Glaser joined in 2025; her 2024 attendance is inapplicable) .
- Executive sessions: Independent directors hold executive sessions at Board meetings without management present .
- Retirement policy: A Board retirement policy enforces retirement at age 75, with a possible waiver by the Committee/Board .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Paid biannually; Chair paid monthly (Chair cash retainer $130,000 in 2024) |
| Equity grant for Board service | $250,000 grant-date fair value | Restricted stock; vests in four equal annual installments; shares determined by dividing dollar amount by closing price on grant date |
| Equity for Audit Committee member | $15,000 grant-date fair value | Restricted stock; same vesting as above |
| Equity for Nominating & Corporate Governance Committee member | $12,000 grant-date fair value | Restricted stock; same vesting as above |
| Equity cap (non-employee director) | $750,000 per calendar year | Exceptions only for extraordinary circumstances; subject to Compensation Committee discretion; director recipient cannot participate in decision |
Based on expected committee assignments, Glaser will be eligible for Board equity ($250,000) plus committee equity (Audit member $15,000; Nominating member $12,000), alongside the standard $50,000 cash retainer; annual grants are time-based restricted stock vesting over four years .
Performance Compensation
| Item | Details |
|---|---|
| Director award type | Time-based restricted stock; four equal annual installments; no director-specific performance metrics disclosed |
| Plan guardrails | No discounted options; no repricing without shareholder approval; minimum 1-year vesting (limited exceptions); dividends only after vesting; clawback applicable; no tax gross-ups; annual equity limit for non-employee directors |
| Plan performance criteria (for awards that use metrics) | Cash flow, EPS/EBITDA, stock price, ROE, TSR, ROC/ROIC, ROA, market cap, EVA, leverage, revenue, net income, operating income/profit/margin, cash from operations, operating ratio/revenue, customer service, sales, cost savings |
Other Directorships & Interlocks
- Current public boards: The New York Times Company .
- Interlocks/conflicts: Board determined directors had no related-person transactions and maintained independence. No Glaser-specific related party transactions are disclosed; hedging/pledging of Company stock is prohibited for directors, reducing alignment risk concerns .
Expertise & Qualifications
- Financial/accounting expertise; marketplace and public-company governance experience; global business and strategic planning .
- Education: B.A. (UC Berkeley), MBA (USC) .
- Board skills matrix highlights strong experience across finance/accounting/reporting, risk management, senior leadership, and governance within the refreshed Board composition .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of April 1, 2025) | 0 |
| % of shares outstanding | * (less than 1%) |
| Shares outstanding (reference) | 421,762,323 |
| Director stock ownership guideline | 5x annual standard director cash retainer; compliance by first December 31 following the fifth anniversary of appointment |
| Hedging/pledging policy | Prohibited for directors and officers |
Note: The proxy states “current directors are in compliance” with the Director Stock Ownership Policy, which includes the five-year compliance window. Glaser’s 0 shares at appointment and the five-year runway are consistent with policy .
Governance Assessment
- Strengths: Fresh independent appointment with deep CFO experience in marketplaces (Etsy), aligning with CoStar’s data/marketplace strategy; assigned to Audit and Nominating & Governance—committees suited to her finance and governance skills; robust plan guardrails (no repricing, minimum vesting, clawback, no tax gross-ups) support investor-aligned pay practices .
- Independence and conflicts: Board affirmatively determined independence and disclosed no related-person transactions involving directors; prohibitions on hedging/pledging and adoption of a director retirement policy reinforce governance discipline .
- Compensation alignment: Director pay is equity-heavy via time-based restricted stock with multi-year vesting and annual equity cap; committee service adds modest equity components, promoting alignment without excessive pay escalation .
- Attendance/engagement baseline: Board and committees met regularly in 2024, with at least 75% attendance by all directors serving that year; Glaser’s personal attendance data will be assessable after 2025 .
- RED FLAGS: Initial zero share ownership at appointment (common for new directors) mitigated by strict ownership guidelines and five-year compliance period; no related-party transactions or option repricing practices disclosed for directors .
Overall signal: Glaser’s appointment improves Board financial rigor and governance oversight, particularly via Audit and Nominating, with limited conflict risk and structurally aligned director compensation and ownership policies .