How do I [33F] address repeated discomfort around my boyfriend’s [32M] behavior when he looks at other women?

TLDR at the bottom.

I’ve been struggling with some jealousy and insecurity in my relationship, and I’m trying to be honest with myself and work through it without projecting. But certain things keep happening that make me question what’s normal vs. what’s a boundary issue. I’d really appreciate outside perspective.

My boyfriend has told me that when he looks at people, he’s just “taking them in,” that his brain notices someone and he instinctively scans them from head to toe. He says it’s not sexual and that he does it with men and women, just part of how he processes his surroundings. But from my perspective, it often looks like he’s only scanning women up and down, sometimes even when I’m sitting right next to him.

Recently, we were with his friend and that friend’s cousin, who has a rocken body, got out of the pool and walked up to the group in her bikini. I noticed him scan her from head to toe and then look away because she was talking to someone else, not us. She noticed. I noticed. And I was sitting right there. I felt invisible, insecure, disrespected….like I am not enough.

Later that day, when addressing it, I reacted poorly and said something like, “Are you going to keep flirting with her and looking at her?” when what I whish i had said was, “I feel really uncomfortable and disrespected when I see you looking at other women like that.” But I didn’t lead with vulnerability, and it turned into a fight…

He came back at me with: “So you’re saying you never look at anyone else’s body? You’re so high and mighty?” I told him no, I don’t do that because I hate when men scan me like that, and I try to be conscious of how I show up in public. That’s when he softened and said he would stop, once I framed it in terms of how other women might feel uncomfortable being looked at that way.

And I just feel confused. Why wasn’t it enough that it bothered me? Why did it take me saying “other women might think you’re creepy” for him to actually consider changing?

There are smaller things I’ve brushed aside too. Like when we go to the gym, he’ll sometimes point out a woman’s outfit and it usually happens right after I notice him staring. He’ll say something like, “What do you think of her leggings? Would you wear that?” And it just feels like a weird way to cover up that he was looking. The women are usually in better shape than me, and it just stings. He says he’s “scanning the room,” but I don’t know if that’s just a soft way of saying, “I’m checking people out and that’s who I am.”

I want to be fair. I know I have insecurities, and I know I can overreact when I feel dismissed or unseen. But I also want to feel like I’m in a relationship where my feelings matter, and where certain boundaries are respected.

To be fair, I once dated someone who would blatantly stare at waitresses while they walked back and forth, and I don’t get that vibe from my current boyfriend. He doesn’t do things like that. This is just a more subtle pattern, and I’m struggling to figure out if it’s a me-thing or a real issue.

So, if you were in my shoes, would this bother you? Does it sound like I’m being overly sensitive or does it feel like something worth addressing again and maybe more clearly this time?

TL;DR:
My boyfriend says he scans everyone from head to toe without sexual intent, but I mostly notice him doing it with women, even when I’m right there, and it makes me feel insecure and disrespected. I’m trying to work on my own issues, but I’m unsure if this is a me problem or a boundary worth addressing again.