Robert W. Musslewhite
COSTAR GROUPAbout Robert W. Musslewhite
Independent director at CoStar Group since 2019; age 55. He is Chair of the Compensation Committee and a member of the Nominating & Corporate Governance Committee (through 2025 Annual Meeting; post-meeting he remains Compensation Chair and rotates off Nominating) . Background includes CEO roles at Definitive Healthcare (2022–2024) and multiple leadership roles at Optum (OptumInsight, Optum360, Optum Analytics, Advisory Board Research), following nearly a decade as CEO/Chairman of The Advisory Board Company and earlier tenure at McKinsey & Company; education: A.B. in Economics from Princeton and J.D. from Harvard Law School .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Definitive Healthcare Corp. | Chief Executive Officer | Aug 2022 – Jan 2024 | Led public-company SaaS healthcare data business; served previously as President (Oct 2021) |
| Optum (UnitedHealth Group) | CEO, OptumInsight; CEO, Optum360; CEO, Optum Analytics; CEO, Advisory Board Research | 2017–2019+ (various roles) | Led analytics, revenue-cycle and research platforms; integration leadership post acquisition of Advisory Board |
| The Advisory Board Company | Chief Executive Officer (2008–2017); Chairman (since 2013) | 2008–2017 | Drove growth to sale to Optum (2017) |
| McKinsey & Company | Associate Principal (DC, Amsterdam, Dallas) | Prior to 2008 | Strategy and operations advisory |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Cardinal Health | Director | Public | Current public company directorship |
| Iodine Software | Director | Private | Current board role |
| IANS | Director | Private | Current board role |
| Ascend Learning | Director | Private | Current board role |
Board Governance
- Independence and tenure: Determined independent under Nasdaq rules; director since 2019 .
- Committee assignments (current and expected after 2025 AGM): Chair, Compensation; member, Nominating & Corporate Governance (through AGM), with post-AGM committee slate showing Musslewhite as Compensation Chair (with Berisford and Brunner as members) and not listed on Nominating .
- Board/committee attendance: In 2024, the Board met 7 times; each director attended at least 75% of Board and applicable committee meetings during their service period .
- Executive sessions: Independent directors hold executive sessions at Board meetings without management present .
- Board structure: Independent Board Chair (Louise S. Sams); CEO separate from Chair .
- Governance policies: Majority voting in uncontested elections; 25% special meeting right; proxy access (3%/3 years, up to 20% seats); no poison pill; board retirement policy at 75 (adopted Apr 2025) .
- Capital Allocation Committee established (board-level oversight signal) .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid biannually to directors (monthly to Board Chair) |
| Meeting fees | None disclosed | Not listed in director comp table |
| Committee cash fees | None disclosed | Committee remuneration delivered via equity (see below) |
Performance Compensation (Director Equity and Structure)
| Component (2024 grants) | Grant Value Basis | Vesting | Notes |
|---|---|---|---|
| Annual director restricted stock | $250,000 (Board service) | 4 equal annual installments | For all non-employee directors |
| Committee equity increments | Audit Chair $30k; Audit member $15k; Comp Chair $25k; Comp member $12k; Nominating Chair $25k; Nominating member $12k | 4 equal annual installments | Granted around first regular Board meeting post-AGM; shares determined by dividing $ value by close price on grant date |
Director-specific 2024 totals for Musslewhite:
- Cash: $50,000; Stock awards: $250,005; Total: $300,005 .
- Unvested restricted stock held at 12/31/2024: 8,335 shares .
Note: Director equity awards are time-based restricted stock; no performance metrics apply to director compensation (metrics disclosed in the proxy apply to NEO/executive pay, not directors) –.
Other Directorships & Interlocks
- Interlocks: No Compensation Committee interlocks involving Musslewhite are disclosed for 2024; historical note indicates Klein and Nassetta served on the Compensation Committee during 2024 before reconstitution, and none of the 2024 committee members were officers or employees; no related-person transactions for those members .
- Related-party transactions: None in 2024 between the Company and any Related Party (including directors) .
- Independence reaffirmed: Board concluded no “related person” transactions for new 2025 appointees; overall independence determination includes Musslewhite .
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Executive leadership and operations | 20+ years as CEO/Chairman (Advisory Board), CEO at multiple Optum units, CEO of Definitive Healthcare |
| Data/analytics and healthcare markets | Led Optum analytics businesses and Advisory Board research units |
| Governance and compensation | Current Chair, Compensation Committee at CoStar |
| Education | A.B., Princeton (Economics); J.D., Harvard Law School |
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (as of 4/1/2025) | 15,156 shares; includes 8,335 restricted shares subject to vesting; ownership <1% of outstanding (11) |
| Unvested restricted stock (12/31/2024) | 8,335 shares |
| Options | None reported for Musslewhite in beneficial ownership table (11) |
| Ownership guidelines | Directors must hold shares equal to 5x annual standard director cash retainer; all current directors are in compliance |
| Hedging/pledging | Prohibited for directors; no exceptions and no current pledges by any director/officer |
Insider Trades (Section 16)
| Date of Event | Filing Date | Security/Type | Notes |
|---|---|---|---|
| Jul 17, 2024 (annual director grant) | Aug 5, 2024 (late Form 4) | Restricted stock award | Seven non-employee directors (including Musslewhite) had late Form 4s due to administrative error to report annual grants on Jul 17, 2024 |
Governance Assessment
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Strengths
- Independence, no related-party transactions, and explicit anti-hedging/anti-pledging policy enhance alignment .
- Robust director ownership requirement (5x retainer) and compliance reported; Musslewhite holds 15,156 shares with significant unvested equity, evidencing alignment .
- As Compensation Committee Chair, uses independent consultant (Willis Towers Watson) and a pay-for-performance framework for executives (EBITDA/net income, multi-year revenue, relative TSR) consistent with investor expectations; 2024 say‑on‑pay support ~92% – – .
- Board refresh and committee rotations reduced average independent director tenure and concentrated key committees among independents – .
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Watch items / potential red flags
- Minor Section 16 reporting lapse (late Form 4 for annual director grants) attributed to administrative error; low severity but merits process validation .
- As Compensation Chair, accountability for continued alignment between executive outcomes and performance will be closely scrutinized given large at‑risk equity components; continued high say‑on‑pay support will be a barometer – .
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Attendance and engagement: Met or exceeded the 75% attendance threshold; executive sessions held routinely, supporting independent oversight .