DEF 14A of Cbre Group, Inc., Apr 4, 2025

DEF 14A of Cbre Group, Inc.

Filed Apr 4, 2025 · FY20240000950170-25-050878

Open on EDGAR

  1. Chad J. Doellinger

    Chad J. Doellinger Chief Legal & Administrative Officer and Corporate Secretary This Proxy Statement and accompanying proxy card are first being made available on or about April 4, 2025. References in this Proxy Statement to “CBRE,” “the company,” “we,” “us” or “our” refer to CBRE Group, Inc. and include all of its consolidated subsidiaries, unless otherwise indicated or the context requires otherwise. References to “the Board” refer to our Board of Directors. A copy of our Annual Report for the fiscal year ended December 31, 2024, including financial statements, is being sent simultaneously with this Proxy Statement to each stockholder who requested paper copies of these materials and will also be available at www.proxyvote.com.

  2. Chad J. Doellinger

    | CBRE 2025 PROXY STATEMENT | PROXY SUMMARY | 1 |

  3. Chad J. Doellinger

    Proxy Summary

  4. Chad J. Doellinger

    | To help you review the proposals to be voted upon at our 2025 Annual Meeting, we have summarized important information in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. This summary does not contain all of the information that you should consider, and you should carefully read the entire Proxy Statement and Annual Report on Form 10-K before voting. |

  5. Chad J. Doellinger

    | Voting Stockholders of record as of March 24, 2025 may cast their votes in any of the following ways: | | | | | | | | | | Online Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card, voter instruction form or notice. | Phone Call 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form or notice. | Mail Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form. | Via Webcast During the Annual Meeting Visit www.virtualshareholdermeeting.com/CBRE2025. You will need the 16-digit number included in your proxy card, voter instruction form or notice. Online access begins at 10:45 a.m. (Central Time). |

  6. Chad J. Doellinger

    Voting Matters and Board Recommendation

  7. Chad J. Doellinger

    | Proposals | Board recommendation | | Page reference | | 1. Elect Directors | | FOR each nominee | 24 | | 2. Ratify the Appointment of Independent Registered Public Accounting Firm for 2025 | | FOR | 38 | | 3. Advisory Vote to Approve Named Executive Officer Compensation for 2024 | | FOR | 41 |

  8. Chad J. Doellinger

    | CBRE 2025 PROXY STATEMENT | PROXY SUMMARY | 2 |

  9. Chad J. Doellinger

    Our Corporate Strategy We aspire to expand our position as the leading global commercial real estate services and investment firm, defined by our scale and the superior outcomes we deliver for our constituents. We have been executing a strategy over many years to advance our aspiration. We completed a comprehensive review of our strategy in 2024 and affirmed its key elements, which include: • Building a broad and deep presence across clients, services, property types, and geographies. • Delivering strong organic and inorganic growth perpetuating the benefits of scale. • Building differentiated services that are seamlessly integrated to deliver superior client solutions. • Investing in disproportionately growing our resilient and secularly favored businesses. • Leveraging our functional and knowledge platform to enhance growth and the quality of our solutions. • Identifying, attracting and empowering top talent. • Continually focusing on efficiency and cost to expand our margin advantage. Sustainability In 2024, we continued to drive sustainability progress. We believe we are well-positioned to lead our industry in providing strategic blueprint, resource optimization and decarbonization solutions that significantly reduce greenhouse gas (GHG) emissions. Our Climate Transition Strategy guides our actions to help us achieve our near-term 2030 emissions reduction targets and reach our Net Zero by 2040 goal. Key initiatives include purchasing 100% renewable energy for our offices and electrifying our vehicle fleet. We are committed to providing our stakeholders with transparent, meaningful sustainability information that is informed by the International Sustainability Standards Board’s standards, industry-specific Sustainable Accounting Standards Board standards and the Task Force on Climate-related Financial Disclosures framework recommendations. This information is published in our Corporate Responsibility Report, which is prepared in accordance with the Global Reporting Initiative Standards. In addition, we have participated in the United Nations Global Compact and supported its Ten Principles since 2007. To learn more, please read our Corporate Responsibility Report at www.cbre.com/responsibility and our Climate Transition Strategy at www.cbre.com/corporatesustainability. The information contained on or available through this website is not a part of, or incorporated by reference into, this Proxy Statement.

  10. Chad J. Doellinger

    | CBRE 2025 PROXY STATEMENT | PROXY SUMMARY | 3 |

  11. Chad J. Doellinger

    Awards & Recognition In 2024 and early 2025, we were recognized with the following awards and accolades:

  12. Chad J. Doellinger

    | MOST ADMIRED REAL ESTATE COMPANIES Fortune Magazine, 15 years in a row, including 2025 | BEST CORPORATE CITIZENS Recognized by 3BL Media as among 100 best corporate citizens, six years in a row | WORLD’S MOST ETHICAL COMPANY Ethisphere Institute, 12 consecutive years, including 2025 | | BEST AI TECH INNOVATION IN COMMERCIAL REAL ESTATE Realcomm Digie Award for 2024 | MOST RECOGNIZED COMMERCIAL REAL ESTATE BRAND Lipsey Company Survey, 24th consecutive year, including 2025 | EXCELLENCE 1000 INDEX Ranked #37 out of 1,000 companies for corporate success and responsibility | | MOST SUSTAINABLE U.S. COMPANIES Ranked #11 by Barron’s out of 1,000 companies in 2025, eight consecutive years in top 100 | DOW JONES SUSTAINABILITY INDEX Only commercial real estate services company in the North America Index for 2024 | CLIMATE CHANGE DISCLOSURE LEADER A- performance score by CDP, considered the global standard of environmental reporting | | 2024 NET ZERO LEADERS Ranked on Forbes list two years in a row | FTSE4GOOD 14 consecutive years | ENERGY STAR SUSTAINED EXCELLENCE AWARD Recognized by the U.S. EPA as a “Partner of the Year” for 17 consecutive years in 2024 | | DISABILITY EQUALITY INDEX Recognized as a Best Place to Work for Disability Inclusion, four years in a row | MILITARY FRIENDLY Named a Military and Military Spouse Friendly Employer in 2024 and achieved bronze status | CORPORATE EQUALITY INDEX Leader in LGBTQ+ Workplace Inclusion with a top score for 11 consecutive years |

  13. Chad J. Doellinger

    Corporate Governance Highlights We are committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability, and helps build public trust in our company. Our governance practices include: • Robust director selection process resulting in a diverse Board in terms of experience, skills, tenure, gender, race, ethnicity, geography and age • Strong lead independent director, elected by independent directors • 8 out of 10 of our director nominees are independent • Annual election of directors • Majority voting standard for uncontested elections • No “over-boarding” by our directors on other public-company boards • Proxy access rights for director nominations • Annual Board, committee and individual director evaluations and self-assessments • Regular executive sessions, where independent directors meet without management present • Active Board oversight of strategy, risk management, sustainability, social responsibility and governance matters • Stock ownership requirements for directors and executive officers • Policy restricting trading, and prohibiting hedging, short-selling and pledging, of CBRE stock • Ongoing stockholder outreach and engagement • Stockholder rights to call a special meeting • No poison pill takeover defense plans

  14. Chad J. Doellinger

    | CBRE 2025 PROXY STATEMENT | PROXY SUMMARY | 4 |

  15. Chad J. Doellinger

    Our Board Nominees Our Board nominees exhibit a mix of skills, experience and perspectives:

  16. Chad J. Doellinger

    | | Name | Age | Director Since | Principal Occupation | Independent | Committees | Other Public Company Boards | | | Brandon B. Boze | 44 | 2012 | Managing Principal of Bridges Capital LLC | ● | – Audit – Executive | 0 | | | Vincent Clancy | 60 | 2025 | Board Chair and Chief Executive Officer of Turner & Townsend | | | 0 | | | Beth F. Cobert | 66 | 2017 | President, Affiliates and Strategic Partnerships of Strada Education Foundation | ● | – Audit – Compensation | 0 | | | Reginald H. Gilyard | 61 | 2018 | Senior Advisor to The Boston Consulting Group | ● | – Compensation (Chair) | 3 | | | Shira D. Goodman Lead Independent Director | 64 | 2019 | Retired | ● | – Executive (Chair) – Corporate Governance and Nominating | 2 | | | Gerardo I. Lopez | 65 | 2015 | Retired | ● | – Audit (Chair) – Corporate Governance and Nominating | 2 | | | Guy A. Metcalfe | 57 | 2024 | Former Managing Director and Global Chair of Real Estate at Morgan Stanley | ● | – Compensation – Corporate Governance and Nominating | 2 | | | Gunjan Soni | 45 | 2024 | Former Chief Executive Officer of Zalora | ● | – Audit | 0 | | | Robert E. Sulentic Board Chair | 68 | 2012 | Chair, President and Chief Executive Officer of CBRE | | – Executive | 0 | | | Sanjiv Yajnik | 68 | 2017 | President of Capital One Financial Services | ● | – Corporate Governance and Nominating (Chair) | 0 |

  17. Chad J. Doellinger

    | CBRE 2025 PROXY STATEMENT | PROXY SUMMARY | 5 |

  18. Chad J. Doellinger

    2024 Business Highlights

  19. Chad J. Doellinger

    | Revenue | GAAP Net Income | GAAP EPS | | $35.8B | $968M | $3.14 | | +12.0% | -1.8% | -0.3% | | Net Revenue (1) | Core EBITDA (1) | Core EPS (1) | | $20.9B | $2.7B | $5.10 | | +14.2% | +22.4% | +32.8% | | 1-Year Total Stockholder Return (2) (as of 12/31/2024) | 3-Year Total Stockholder Return (2) (as of 12/31/2024) | 5-Year Total Stockholder Return (2) (as of 12/31/2024) | | 41% | 21% | 114% | | vs. 25% for S&P 500 (+16% outperformance) | vs. 29% for S&P 500 (-8% underperformance) | vs. 97% for S&P 500 (+17% outperformance) |

  20. Chad J. Doellinger

    (1) These are non-GAAP financial measures. For definitions and more information, see Annex A of this Proxy Statement. Our Board and management use these non-GAAP financial measures to evaluate our performance and manage our operations. However, non-GAAP financial measures should be viewed in addition to, and not as an alternative for, financial results prepared in accordance with GAAP. The term “GAAP,” as used in this Proxy Statement, means generally accepted accounting principles in the United States. (2) Inclusive of dividends, assuming reinvestment. Company Performance and Financial Highlights Our pay-for-performance approach aligns management and stockholder interests. An improved operating environment supported strong growth for CBRE in 2024. Overall, net revenue increased 14.2%. This included 14.1% net revenue growth in our resilient businesses (including facilities management, project management, property management, loan servicing, recurring investment management fees and valuations), and 14.3% net revenue growth in our transactional businesses (property sales, leasing, mortgage origination, carried interest and incentive fees in our investment management business, and development fees). Our capital deployment totaled approximately $1.8 billion. This included $1.1 billion in M&A and other strategic investments, including the acquisition of J&J Worldwide Services, a provider of outsourcing services primarily to the U.S. Department of Defense, and Direct Line Global, which provides technical facilities management services for data centers, and $644 million in share buybacks (repurchasing 5,110,624 shares). Even with these substantial investments, we ended 2024 with less than 1.0x net leverage, giving us substantial liquidity to finance future growth.

  21. Chad J. Doellinger

    | CBRE 2025 PROXY STATEMENT | PROXY SUMMARY | 6 |

  22. Chad J. Doellinger

    (1) $100 invested on December 31, 2019 in stock or index-including reinvestment of dividends, fiscal year ending December 31. (2) Copyright© 2025 Standard & Poor’s, a division of S&P Global. All rights reserved. (3) Peer group contains companies with the following ticker symbols: CIGI, CWK, ISS, JLL, MMI, NMRK, SVS.L (London) and WD. Executive Compensation Highlights Our Pay-for-Performance Compensation Philosophy Our executive compensation program is designed to: • Align pay and performance; • Reinforce our corporate strategy; • Attract and retain accomplished and high-performing executives; and Motivate those executives to consistently achieve short- and long-term goals to further our corporate strategy. To do this, we focus a significant percentage of our executive officers’ compensation on both annual and long-term incentive awards intended to drive growth in our business and in our share price in the short- and long-term, with a relatively modest portion of compensation paid in fixed base salary.

  23. Chad J. Doellinger

    | CBRE 2025 PROXY STATEMENT | PROXY SUMMARY | 7 |

  24. Chad J. Doellinger

    2024 Total Target Direct Compensation Mix The total 2024 target direct compensation mix for our CEO is shown here:

  25. CEO Target Compensation Mix

    CEO Target Compensation Mix 2024 Performance and NEO Compensation The operating environment for commercial real estate improved in 2024, particularly in the second half of the year. The improved operating environment supported strong growth for CBRE in 2024, resulting in above target cash bonus payouts for our named executive officers. 2023 Core EPS Awards, the vesting of which was based on our two-year cumulative Core EPS performance during 2023 and 2024, were paid out at 60.1% of target. This reflected financial results that were below target due to the challenging market environment that prevailed during 2023 and the first half of 2024. 2024 Core EPS Awards, the vesting of which was based on Core EPS performance during 2024, were paid out at 200%. This reflected financial results that were above expectations, supported by an improved operating environment. In 2024, as part of the review of target annual compensation opportunities, the Compensation Committee approved increases to the salary, Executive Bonus Plan (EBP) target and annual long term-term equity target for Mr. Sulentic and Ms. Giamartino. These increases (from 2023) were intended to align their compensation with market levels and/or to encourage executive engagement and support retention.

  26. 2024 NEO Total Annual Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Robert E. Sulentic | | | | | | | | | Chair, President and Chief | | | | | | | | | Executive Officer | 2024 | 1,323,077 | — | 16,339,427 | 3,887,683 | 6,000 | 21,556,187 | | Emma E. Giamartino | | | | | | | | | Chief Financial Officer | 2024 | 754,808 | — | 4,240,385 | 1,612,264 | 6,000 | 6,613,457 | | Vikram Kohli | | | | | | | | | Chief Operating Officer and | | | | | | | | | CEO, Advisory Services | 2024 | 809,615 | — | 4,563,875 | 1,835,850 | 6,324 | 7,215,664 | | Chad J. Doellinger | | | | | | | | | Chief Legal & Administrative | | | | | | | | | Officer and Corporate Secretary | 2024 | 586,538 | — | 1,616,756 | 1,181,400 | 6,000 | 3,390,694 | | Daniel G. Queenan | | | | | | | | | Chief Executive Officer, | | | | | | | | | Trammell Crow Company | 2024 | 775,000 | — | 4,240,385 | 1,696,285 | 6,000 | 6,717,670 |

  27. Forward-Looking Statements

    | Corporate Governance | 11 | Proposal 3: Advisory Vote on Executive Compensation | 41 | | Governance Highlights | 11 | | | | Stock Ownership Requirements | 13 | | | | Board Structure and Leadership | 14 | | | | Director Independence | 14 | Executive Management | 43 | | Board Meetings and Committees | 15 | | | | Board Committees | 16 | | | | Compensation Committee Interlocks and Insider Participation | 18 | Compensation Discussion and Analysis | | | Selected Areas of Board Oversight | 19 | (See separate detailed Table of Contents) | 45 | | Sustainability & Culture | 21 | | | | Stockholder Engagement | 23 | | | | Communications with our Board | 23 | Executive Compensation | 72 | | Proposal 1: Elect Directors | 24 | Stock Ownership | 95 | | Director Nomination Criteria | 24 | Security Ownership of Principal Stockholders | 95 | | Director Independence | 24 | Security Ownership of Management and Directors | 96 | | Director Service on Other Public Company Boards | 24 | Section 16(a) Beneficial Ownership Reporting Compliance | 97 | | Director Resignation Policy Upon Change of Employment | 25 | | | | Majority Voting to Elect Directors | 25 | | | | Director Nomination Process | 26 | Related-Party Transactions | 98 | | Director Nominee Skills and Experience Matrix | 27 | | | | Our 2025 Director Nominees | 29 | | | | Director Compensation | 35 | Annual Meeting Information | 100 | | | | How to Attend the Annual Meeting Q&A | 100 | | | | Voting Instructions and Information | 100 | | Proposal 2: Ratify Appointment of | 38 | Stockholder Recommendations of Director Candidates | 104 | | Independent Registered Public | | Stockholder Proposals and Board Nominees | 104 | | Accounting Firm | | Eliminating Paper and Duplicative Materials | 105 | | Audit and Other Fees | 39 | Transfer Agent Information | 106 | | Audit Committee Pre-Approval Process | 39 | | | | Audit Committee Report | 39 | | | | | | Annex A: Reconciliation of Certain | | | | | Non-GAAP Financial Measures | A-1 |

  28. Non-Employee Directors

    Non-Employee Directors Each non-employee director has a minimum common stock ownership requirement of five times the value of the annual stock grants made by us to the non-employee director pursuant to our director compensation plan. If at any time the common stock ownership requirement is not satisfied, the director must retain 100% of the shares remaining after payment of taxes and exercise price upon exercise of stock options, the vesting of restricted stock or the settlement of vested restricted stock units, as applicable. Shares that count toward compliance with the requirements include: • shares owned outright by the director (either directly or beneficially, e.g., through a family trust); and • shares issued upon the settlement of vested restricted stock units. Shares that do not count toward achievement of the requirements include: • shares held by mutual or hedge funds in which the non-employee director is a general partner, limited partner or investor; • unexercised outstanding stock options (whether or not vested); • unvested/unearned restricted stock units or restricted stock; and • shares transferred to a non-employee director’s employer pursuant to such employer’s policies.

  29. Non-Employee Directors

    | CBRE 2025 PROXY STATEMENT | CORPORATE GOVERNANCE — GOVERNANCE HIGHLIGHTS | 14 |

  30. Non-Employee Directors

    Board Structure and Leadership All of our directors are elected at each annual meeting of stockholders and hold office until the next election. Our Board has authority under our by-laws to fill vacancies and to increase or, upon the occurrence of a vacancy, decrease its size between annual meetings of stockholders. We believe strong independent leadership is essential for the Board to effectively perform its functions and to help ensure independent oversight of management. Our Corporate Governance Guidelines provide the Board with the flexibility to choose the appropriate Board leadership structure for the company based on what it believes is best for the company and its stockholders at a given point in time. Our Corporate Governance Guidelines also provide that if the same person holds the chair and chief executive officer roles, or if the chair is not independent, then the independent directors will elect from among themselves, on an annual basis, a lead independent director. Currently, our Board leadership structure consists of a lead independent director, a Board chair (who is also our chief executive officer) and strong independent committee chairs. The Board believes our structure provides independent Board leadership with the benefit of our chief executive officer serving as the chair at our regular Board meetings. The Board regularly reviews its leadership structure and has determined that this structure is in the best interests of the company and its stockholders at this time. Among other factors, the Board considered and evaluated: Mr. Sulentic’s deep knowledge of CBRE and extensive commercial real estate experience, the importance of consistent, unified leadership to execute and oversee the company’s strategy, the strong and highly independent composition of the Board and the meaningful responsibilities of the lead independent director. Shira D. Goodman has served as our lead independent director since November 2023 and has been a director since 2019. The independent directors believe that Ms. Goodman is well suited to serve as lead independent director given her significant managerial, operational and global experience. As a result of her broad-based and relevant background, Ms. Goodman is well-positioned as lead independent director to provide constructive, independent and informed guidance and oversight to management. The Board believes that the presence of our lead independent director who has meaningful oversight responsibilities, together with a combined chair and chief executive officer, provides the company with the optimal leadership to drive the company forward at this time. Director Independence Under our Board’s Corporate Governance Guidelines and the listing standards of the New York Stock Exchange (NYSE), our Board must consist of a majority of independent directors. In addition, all members of the Audit Committee, Compensation Committee and Governance Committee must be independent directors as defined by our Corporate Governance Guidelines and NYSE listing standards. Members of the Compensation Committee must also meet applicable NYSE independence requirements for compensation committee members, and members of the Audit Committee must further satisfy a separate SEC independence requirement, which generally provides that they may not (i) accept directly or indirectly any consulting, advisory or other compensatory fee from us or any of our subsidiaries, other than their compensation as directors or members of the Audit Committee or any other committees of our Board or (ii) be an affiliated person of ours. Our Board regularly conducts a review of possible conflicts of interest and related-party transactions through the use of questionnaires, director self-reporting and diligence conducted by management. This review includes consideration of any investments and agreements between directors and their related persons and the company, including those described under the heading “Related-Party Transactions” in this Proxy Statement, and such person’s beneficial ownership of our securities. The Board has determined that 80% of our director nominees (all except for Messrs. Sulentic and Clancy) are independent in accordance with NYSE listing standards and our Board’s Categorical Independence Standards that it has adopted relating to our director independence. These Categorical Independence Standards are posted on the Corporate Governance section of the Investor Relations page on our website at www.cbre.com. The information contained on or available through this website is not a part of, or incorporated by reference into, this Proxy Statement.

  31. Non-Employee Directors

    | CBRE 2025 PROXY STATEMENT | CORPORATE GOVERNANCE — GOVERNANCE HIGHLIGHTS | 15 |

  32. Non-Employee Directors

    Board Meetings and Committees Our Board held eight meetings during fiscal year 2024 to review significant developments, engage in strategic planning and act on matters requiring Board approval. In 2024, each incumbent director attended at least 75% of our Board meetings and meetings of committees on which he or she served (taken in the aggregate) during the period that he or she served thereon (with the exception of Mr. Clancy who joined our Board in January 2025). Our Board currently has four standing committees that met or acted by written consent during fiscal year 2024: the Audit Committee, the Compensation Committee, the Governance Committee and the Executive Committee. Each committee (other than the Executive Committee) is composed entirely of directors whom our Board has determined to be independent under current NYSE listing standards. Each committee operates under a charter approved by our Board that sets out the purposes and responsibilities of the committee and that is published in the Corporate Governance section of the Investor Relations page on our website at www.cbre.com. In accordance with our Board’s Corporate Governance Guidelines, our Board and each of the Audit Committee, Compensation Committee and Governance Committee conducts an annual performance self-assessment with the purpose of increasing the effectiveness of our Board and its committees. The following table describes the current members of each of the committees of our Board, and the number of meetings held by the Board and each of the committees of our Board during fiscal year 2024:

  33. Non-Employee Directors

    | Director | Board | Audit | Compensation | Governance | Executive | | Brandon B. Boze | ● | ● | | | ● | | Vincent Clancy* | ● | | | | | | Beth F. Cobert | ● | ● | ● | | | | Reginald H. Gilyard | ● | | CHAIR | | | | Shira D. Goodman | LEAD INDEPENDENT DIRECTOR | | | ● | CHAIR | | E.M. Blake Hutcheson | ● | | ● | | ● | | Christopher T. Jenny | ● | ● | ● | | | | Gerardo I. Lopez | ● | CHAIR | | ● | | | Guy A. Metcalfe | ● | | ● | ● | | | Oscar Munoz | ● | ● | | ● | | | Robert E. Sulentic | CHAIR | | | | ● | | Gunjan Soni | ● | ● | | | | | Sanjiv Yajnik | ● | | | CHAIR | | | Number of Meetings | 8 | 9 | 4 | 5 | 0(1) |

  34. Non-Employee Directors

    *Mr. Clancy joined our Board in January 2025. (1) Our Executive Committee did not hold any formal meetings in 2024, but acted two times by unanimous written consent.

  35. Independent Director Meetings

    Independent Director Meetings Our non-management directors meet in executive session without management present each time the full Board convenes for a regularly scheduled meeting. If our Board convenes for a special meeting, the non-management directors will meet in executive session if circumstances warrant. The lead independent director of our Board presides over executive sessions of non-management directors. Board Committees

  36. Independent Director Meetings

    | Audit Committee | Chair: Gerardo I. Lopez* | Members: Brandon B. Boze* Beth F. Cobert Christopher T. Jenny* Oscar Munoz* Gunjan Soni* |

  37. Independent Director Meetings

    The Audit Committee provides oversight of our accounting and financial reporting and disclosure processes, the adequacy of the systems of disclosure and internal control established by management, our compliance with legal and regulatory requirements and the audit of our financial statements. THE AUDIT COMMITTEE ALSO: • Retains, compensates, oversees and terminates the independent auditor and evaluates its qualifications, independence and performance; • Pre-approves all audit and any non-audit services performed by the independent auditor; • Reviews the results of the independent audit and internal audits as well as reports from our Chief Financial Officer, our Chief Accounting Officer, our Chief Risk, Ethics & Compliance Officer, our Head of Internal Audit, our Head of Global SOX Compliance, our Chief Information Security Officer, our Chief Digital & Technology Officer and our Chief Legal & Administrative Officer; • Reviews the independent auditor’s report describing our internal quality-control procedures and any material issues raised by the most recent internal quality-control review or any inquiry by governmental authorities; • In consultation with the independent auditor, management and internal auditors, reviews the integrity of our internal and external financial reporting processes; • Reviews financial statements and earnings releases and guidance provided to analysts and rating agencies; • Reviews the Chief Risk, Ethics & Compliance Officer’s report on the effectiveness of our compliance with applicable ethical, legal and regulatory requirements; • Reviews our cybersecurity readiness and other policies and procedures related to data governance; • Establishes procedures to handle complaints regarding accounting, internal controls or auditing matters; and • Oversees the company’s major financial, cybersecurity and information technology risk exposures. All members of the Audit Committee are “financially literate” under NYSE listing standards. * These five directors meet the SEC’s qualifications for an “audit committee financial expert.” All members of the Audit Committee are independent within the meaning of SEC regulations, NYSE listing standards and our Board’s Corporate Governance Guidelines, in each case, as such regulations, standards and guidelines apply to audit committee members.

  38. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | CORPORATE GOVERNANCE — GOVERNANCE HIGHLIGHTS | 17 |

  39. Independent Director Meetings

    | Compensation Committee | Chair: Reginald H. Gilyard | Members: Beth F. Cobert E.M. Blake Hutcheson Christopher T. Jenny Guy A. Metcalfe |

  40. Independent Director Meetings

    The Compensation Committee oversees the development and administration of our executive compensation policies, plans and programs, including reviewing and approving compensation of our executive officers and any compensation contracts or arrangements with our executive officers. THE COMPENSATION COMMITTEE ALSO: • Reviews the performance of our executive officers, including our CEO; • Retains its independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook). FW Cook reports directly to the Compensation Committee, attends meetings and provides advice to the Compensation Committee; and • Considers the results of annual stockholder advisory votes on the compensation of our named executive officers in connection with the discharge of its responsibilities. Each Compensation Committee member qualifies as a “non-employee director” for purposes of the Securities Exchange Act of 1934, as amended (the Exchange Act). All members of the Compensation Committee are independent within the meaning of SEC regulations, NYSE listing standards and our Board’s Corporate Governance Guidelines, in each case, as such regulations, standards and guidelines apply to compensation committee members.

  41. Independent Director Meetings

    | Corporate Governance and Nominating Committee | Chair: Sanjiv Yajnik | Members: Shira D. Goodman Gerardo I. Lopez Guy A. Metcalfe Oscar Munoz |

  42. Independent Director Meetings

    The Corporate Governance and Nominating Committee oversees our Board’s corporate governance procedures and practices, including: • Developing and recommending to our Board a set of corporate governance principles, including nomination criteria and independence standards; • Recommendations of individuals for service on our Board; • Recommendations to our Board regarding the size, composition, structure, operations, performance and effectiveness of the Board; • Conducting an annual review of director compensation; • Considering feedback obtained from stockholder outreach; and • Overseeing annual Board, committee and individual director evaluations and self-assessments. All members of the Corporate Governance and Nominating Committee are “independent” within the meaning of SEC regulations and NYSE listing standards.

  43. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | CORPORATE GOVERNANCE — GOVERNANCE HIGHLIGHTS | 18 |

  44. Independent Director Meetings

    | Executive Committee | Chair: Shira D. Goodman | Members: Brandon B. Boze E.M. Blake Hutcheson Robert E. Sulentic |

  45. Independent Director Meetings

    The Executive Committee implements policy decisions of our Board and is authorized to act on our Board’s behalf between meetings of our Board, including by approving certain transactions within dollar thresholds established by our Board. The Executive Committee also engages in the periodic review of our balance sheet management, borrowings and capital markets activities. Compensation Committee Interlocks and Insider Participation None of Ms. Cobert, Messrs. Gilyard, Hutcheson, Jenny or Metcalfe (all current members of the Compensation Committee) has ever been an officer or employee of the company or any of its subsidiaries. In addition, during 2024, none of our directors were employed as an executive officer of another entity where any of our executive officers served on that entity’s board of directors or compensation committee (or its equivalent).

  46. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | CORPORATE GOVERNANCE — SELECTED AREAS OF BOARD OVERSIGHT | 19 |

  47. Independent Director Meetings

    Selected Areas of Board Oversight Oversight of Risk Management

  48. Independent Director Meetings

    | The Board oversees risk management. | Full Board Our Board regularly reviews information regarding our most significant strategic, operational, financial and compliance risks and is responsible for ensuring that the company has crisis management and business continuity plans in place to deal with potential crises. Our Board maintains direct oversight over our enterprise risk management process rather than delegating this function to a Board or management committee. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee chair reports about such risks. These committee chair reports are presented at every regularly scheduled Board meeting. | | | | | | | Company management is charged with managing risk through rigorous risk mitigation activities and strong internal controls. | Management Our Executive Risk Committee is chaired by the VP, Enterprise Risk Management and consists of senior executives representing a cross-section of our lines of business, operational areas and geographic regions. Our Executive Risk Committee is responsible for providing advice and guidance to the Enterprise Risk Management team on the top risks facing CBRE. After this identification and assessment process, each of our top risks are assigned to a risk owner, who is then charged with developing mitigation action plans which are then presented to the Executive Risk Committee. Annually, our Chief Risk, Ethics & Compliance Officer provides a detailed presentation on significant risks to the Board. | | | | | | | Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out our Board’s risk oversight function. | The Audit Committee oversees management of risks related to our financial reports and record-keeping and potential conflicts of interest. It also oversees our risk assessment and risk management processes more generally including major business, financial, information technology risks (including cybersecurity and data security risks), legal and reputational risk exposures, as well as risks related to crisis management and business continuity. The Audit Committee receives regular reports from our Chief Financial Officer, our Chief Accounting Officer, our Chief Risk, Ethics & Compliance Officer, our Head of Internal Audit, our Head of Global SOX Compliance, our Chief Information Security Officer, our Chief Digital & Technology Officer, as well as updates from our Chief Legal & Administrative Officer on any developments affecting our overall risk profile and on issues of non-compliance and incident management. | | | | The Compensation Committee is responsible for overseeing the management of risks relating to our compensation plans and arrangements. For additional information regarding the Compensation Committee’s assessment of our compensation-related risks, please see “Compensation Discussion and Analysis—Section 3. How We Make Compensation Decisions—Compensation Risk Assessment.” | The Governance Committee manages risks associated with corporate governance practices, investor engagement, Board independence and the composition of our Board and its committees. |

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    | CBRE 2025 PROXY STATEMENT | CORPORATE GOVERNANCE — SELECTED AREAS OF BOARD OVERSIGHT | 20 |

  50. Independent Director Meetings

    Oversight of Strategy Our Board is responsible for providing governance and oversight over the strategy, operations and management of our company. Each quarter, our Board and management devote a substantial amount of time in strategy-focused meetings discussing strategic issues that are most important to the company. At each regular Board meeting, our Board receives business and strategy updates from leaders across the company and reviews our operating plans and overall financial performance, and provides significant guidance and feedback. Annually, our Board reviews and approves our capital allocation and spending budgets, which are designed to strategically deploy capital intended to facilitate investments required to achieve operational excellence. Oversight of Environmental Sustainability and Social Risks Pursuant to our Corporate Governance Guidelines, our Board oversees our strategic planning and risk management policies and procedures related to environmental sustainability and social risks. Our Board has made a deliberate decision to retain governance of these matters at the Board level. Our Board chose not to delegate these matters to a specific committee because it believes that these matters are integral to the company’s future success. Throughout the year, our Board receives reports and engages in discussions with management on key environmental sustainability and social matters. The Board also receives annual updates on how these risks are being addressed, mitigated and managed across the company, including sustainable development considerations that influence market, reputational, operational and political risks. Oversight of Succession Planning Our Board reviews management succession and development plans with the CEO on at least an annual basis, and as needed throughout the year. These plans include CEO succession in the event of an emergency or retirement, as well as the succession plans for the CEO’s direct reports and other employees critical to our continued operations and success.

  51. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | CORPORATE GOVERNANCE — SUSTAINABILITY & CULTURE | 21 |

  52. Independent Director Meetings

    Sustainability & Culture As the world’s largest manager of commercial properties, we have an outsized opportunity and obligation to accelerate the decarbonization of the commercial real estate market at scale—through our own operations, our work for clients and across our value chain. Our Climate Transition Strategy, published in 2024, provides a roadmap to help us realize our goals of achieving Net Zero carbon emissions by 2040, and by 2030, reducing our Scope 1 and 2 absolute emissions by 50% and reducing emissions from properties managed for clients by 55% per square foot. These goals were validated by the Science Based Targets initiative in 2024. Our Transition Strategy aligns business activities with our commitments, including our role managing and developing properties for clients, across four key pathways: maximize resource efficiency, increase renewable energy, electrify operations and decarbonize supply chain. Each pathway includes key actions to drive progress and accountability across all business segments. We are committed to providing transparent, meaningful sustainability information to stakeholders through our annual Corporate Responsibility Report, which is informed by the International Sustainability Standards Board, Sustainable Accounting Standards Board and Task Force on Climate-related Financial Disclosures framework recommendations. In addition, our report was prepared in accordance with the Global Reporting Initiative Standards and we have participated in the United Nations Global Compact and supported its Ten Principles since 2007. We are pleased to have received recognition for our performance, including ranking #11 on Barron’s 100 Most Sustainable Companies in the U.S. list in February 2025 (a list we have made for eight consecutive years), maintaining an A- score on CDP’s climate change disclosure, and being named to 3BL’s 100 Best Corporate Citizens six years in a row. In 2024, we were also the only real estate services and investment company named to the Dow Jones Sustainability Index for North America, and EcoVadis, one of the world’s largest and leading providers of business sustainability ratings used to evaluate supply chain partners, awarded us Gold level recognition, placing us in the top 5% of companies. Additional awards and recognition can be found above under the heading “Proxy Summary—Awards & Recognition.” Our Values-Driven Culture We are committed to our RISE values (respect, integrity, service and excellence), which underpin everything we do and enable us to help people and businesses thrive. We work to create opportunities for all of our people to realize their potential. We are committed to the following principles around a values-driven culture: • We work to maintain a culture of excellence that gives every employee the opportunity and support to succeed and rewards top performance. • We foster an environment where all of our people feel they belong, are heard, and are valued, which creates a more engaged and productive workforce. • We aspire to be a company that is diverse across all dimensions. We have a deeper talent pool, build stronger teams and create better outcomes with the benefit of various perspectives, backgrounds and life experiences. • We have zero tolerance for discrimination in any form and insist on a workplace where everyone is treated fairly and with respect. We strive to build and maintain a meaningful relationship with a broad range of clients, suppliers and partners. Our workforce is enriched by individuals from a variety of backgrounds, perspectives and work and life experiences. Our annual Corporate Responsibility Report includes public disclosures of demographics, including diversity data contained in our EEO-1 Submission, for our U.S. workforce, in accordance with U.S. Equal Employment Opportunity Commission requirements and other relevant information.

  53. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | CORPORATE GOVERNANCE — SUSTAINABILITY & CULTURE | 22 |

  54. Independent Director Meetings

    Social Impact We take a holistic approach to meeting the evolving needs of our communities and the people in them. Through our CBRE Cares programs, we encourage and support employees around the world to volunteer and donate to causes that are important to them. This includes activating fundraisers for large-scale disasters and humanitarian events with a corporate match, as well as providing support to our employees impacted by disasters. We also strategically invest in nonprofit programs focused on environmental sustainability and workforce development.

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    | CBRE 2025 PROXY STATEMENT | CORPORATE GOVERNANCE — STOCKHOLDER ENGAGEMENT | 23 |

  56. Independent Director Meetings

    Stockholder Engagement We believe that engagement with our stockholders provide us with a valuable understanding of our stockholders’ perspectives and meaningful opportunities to share our views with them. Throughout the year, management and members of our Board engage with a significant portion of our stockholders through a variety of forums. Our interactions cover a broad range of governance, financial and business topics. Stockholder feedback is regularly provided to the Board and the company’s management. A brief description of our stockholder engagement efforts are outlined below.

  57. Independent Director Meetings

    | How We Engage • Quarterly earning calls • Investor conferences • Annual Shareholder Meeting • Stockholder Outreach Program | 2024 Engagements • As part of our stockholder outreach program, we extended invitations to institutional stockholders holding in the aggregate approximately 60% of our shares outstanding to discuss governance matters • We met with stockholders representing approximately 20% of our shares outstanding | | How We Communicate • Annual Report • Proxy Statement • SEC filings • Press releases • Company website • Corporate Responsibility Report | 2024 Engagement Topics • Strategy and execution • Board composition and leadership structure • Succession planning • Sustainability • Executive Compensation • Human capital |

  58. Independent Director Meetings

    Communications with our Board Stockholders and other interested parties may write to the Board Chair, Lead Independent Director, the entire Board or any of its members by mail at:

  59. Independent Director Meetings

    | CBRE Group, Inc. c/o Chad J. Doellinger, Chief Legal & Administrative Officer and Corporate Secretary 2121 North Pearl Street, Suite 300 Dallas, Texas 75201 |

  60. Independent Director Meetings

    The Board considers stockholder questions and comments to be important and endeavors to respond promptly and appropriately, even though the Board may not be able to respond to all stockholder inquiries directly. The Board has developed a process to assist with managing inquiries and communications. The Chief Legal & Administrative Officer will review any stockholder communications and will forward to the Board Chair, Lead Independent Director, our Board or any of its members a summary and/or copies of any such correspondence that deals with the functions of our Board or committees thereof or that the Chief Legal & Administrative Officer otherwise determines requires their attention. Certain circumstances may require that our Board depart from the procedures described above, such as the receipt of threatening letters or emails or voluminous inquiries with respect to the same subject matter.

  61. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — DIRECTOR NOMINATION CRITERIA | 24 |

  62. Independent Director Meetings

    Proposal 1: Elect Directors Our Board has nominated 10 directors for election at this Annual Meeting to hold office until the next annual meeting and the election of their successors. All of the nominees were selected to serve on our Board based the following criteria: • outstanding achievement in their professional careers; • broad experience; • personal and professional integrity; • their ability to make independent, analytical inquiries; • financial literacy; • mature judgment; • high-performance standards; • familiarity with our business and industry; and • an ability to work collegially. We believe that all of our director nominees have a reputation for honesty and adherence to high ethical standards. Each agreed to be named in this Proxy Statement and to serve if elected. Director Nomination Criteria Our Board seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of our Board’s deliberations and decisions. Our Board does not discriminate on the basis of race, color, national origin, gender, religion, disability or sexual orientation or any other category protected by law. When evaluating candidates, our Board considers whether potential nominees possess integrity, accountability, informed judgment, financial literacy, mature confidence and high-performance standards. Our Board is especially interested in adding candidates over time who are operating executives (particularly current chief executives or other operating executives of other large public companies) or who have a strong technology background and in both cases a passion for building a transformative business on a global basis. Other factors include having directors with international experience, including knowledge of emerging markets or management of business operations and resources that are dispersed across a global platform. Director Independence A majority of our Board must be independent under our Corporate Governance Guidelines and NYSE listing standards. Also, at least one member of our Audit Committee should have the qualifications and skills necessary to be considered an “Audit Committee Financial Expert” under Section 407 of the Sarbanes-Oxley Act, as defined by the rules of the SEC. Director Service on Other Public Company Boards Our Board recognizes that service on other public company boards provides directors valuable experience that benefits the company. Our Board also believes, however, that it is critical that directors dedicate sufficient time to their service on the company’s Board. Directors are expected to advise the chair of the Governance Committee in advance of accepting an invitation to serve on another board of directors. This allows the Governance Committee to evaluate the impact of the director joining another board based on various factors relevant to the specific situation, including the nature and extent of a director’s other professional obligations, potential conflicts of interest and the time commitment required by the new position.

  63. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — DIRECTOR NOMINATION CRITERIA | 25 |

  64. Independent Director Meetings

    Our Corporate Governance Guidelines provide that: Directors who are public company executive officers may sit on no more than two public company boards (including the company’s Board); and • Directors that are not public company executive officers may sit on no more than five public company boards (including the company’s Board), or to the extent such director is the chair or lead independent director of a public company board, then no more than four public company boards (including the company’s Board). The Governance Committee also takes into consideration the nature of and time involved in a director’s service on other boards (including public company leadership roles) and other outside commitments when evaluating the suitability of individual directors. The Governance Committee conducts an annual review of director commitment levels, and affirms that all of our director nominees are compliant with the company’s overboarding policy. Director Resignation Policy Upon Change of Employment Our Board’s Corporate Governance Guidelines require that directors tender their resignation upon a change of their employment. The Governance Committee will then consider whether the change in employment has any bearing on the director’s ability to serve on our Board, our Board’s goals regarding Board composition or any other factors considered appropriate and relevant. Our Board will then determine whether to accept or reject the tendered resignation. Majority Voting to Elect Directors In uncontested elections, directors are elected by a “majority vote” requirement. Under this requirement, in order for a nominee to be elected in an uncontested election, the nominee must receive the affirmative vote of a majority of the votes cast in his or her election (i.e., votes cast “FOR” a nominee must exceed votes cast “AGAINST” such nominee). Votes to “ABSTAIN” with respect to a nominee and broker non-votes are not considered votes cast, and so will not affect the outcome of the nominee’s election. The company maintains a plurality vote standard in contested director elections, where the number of nominees exceeds the number of directors to be elected. If an incumbent director in an uncontested election does not receive a majority of votes cast for such incumbent’s election, the director is required to submit a letter of resignation to the Board for consideration by the Governance Committee. The Governance Committee is required to promptly assess the appropriateness of such nominee continuing to serve as a director and recommend to the Board the action to be taken with respect to the tendered resignation. The Board will act on the Governance Committee’s recommendation within 90 days of the date of the certification of election results. This is an uncontested Board election. In order to be elected, each nominee must receive the affirmative vote of a majority of the votes cast on his or her election (i.e., votes cast “FOR” a nominee must exceed votes cast “AGAINST” such nominee). Votes to “ABSTAIN” with respect to a nominee and broker non-votes are not considered votes cast, and so will not affect the outcome of the nominee’s election.

  65. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — DIRECTOR NOMINATION PROCESS | 26 |

  66. Independent Director Meetings

    Director Nomination Process The Governance Committee is responsible for identifying and evaluating potential candidates and recommending candidates to our Board for nomination. They also perform assessments of the skills and experiences needed to properly oversee our interests.

  67. Independent Director Meetings

    | Step 1. | IDENTIFY AND RECRUIT DIRECTOR CANDIDATES | The Governance Committee regularly reviews the composition of our Board and determines whether the addition of directors with particular experience, skills or characteristics would make our Board more effective. When a need arises to fill a vacancy, or it is determined that a director possessing particular experiences, skills or characteristics would make our Board more effective, the Governance Committee conducts targeted efforts to identify and recruit individuals who have the necessary qualifications. As a part of the search process, the Governance Committee: • May consult with other directors and members of our senior management; and • May also hire a search firm to assist in identifying and evaluating potential candidates. | | | | | | Step 2. | INTERVIEWS | All potential candidates are interviewed by our CEO, our Lead Independent Director, our Governance Committee Chair and, to the extent practicable, the other members of the Governance Committee, and may be interviewed by other directors and members of senior management as desired and as schedules permit. | | | | | | Step 3. | DIRECTOR CANDIDATE QUESTIONNAIRE | The Chief Legal & Administrative Officer: • Reviews a director questionnaire submitted by the candidate; and • Conducts a background and reference check as appropriate. | | | | | | Step 4. | APPROVE FINAL CANDIDATES RECOMMEND CANDIDATE(S) TO BOARD | The Governance Committee narrows down the list of final candidates. The final candidates are interviewed by all remaining directors as schedules permit. The Governance Committee meets to consider the final candidates and makes its recommendation to the Board to nominate or appoint the new director. |

  68. Independent Director Meetings

    The selection process for candidates is intended to be flexible, and the Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances so warrant. The Governance Committee will also consider candidates recommended to our Board by our stockholders. See “Stockholder Recommendations of Director Candidates” in this Proxy Statement for more information.

  69. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — DIRECTOR NOMINATION PROCESS | 27 |

  70. Independent Director Meetings

    Director Nominee Skills and Experience Matrix Our director nominees bring a well-rounded variety of experiences, qualifications, attributes and skills, and represent a mix of deep knowledge of the company and fresh perspectives. The director nominee skills and experience matrix below summarizes some of the key attributes that our Board has identified as particularly valuable to the effective oversight of our company and the execution of our corporate strategy. This director nominee skills and experience matrix is not intended to be an exhaustive list of each of our director nominees’ skills or contributions to the Board. Further information on each director nominee, including some of their specific experience, qualifications, attributes and skills is included in the biographies in the section titled “Proposal 1: Elect Directors—Our 2025 Director Nominees” of this Proxy Statement.

  71. Independent Director Meetings

    | Skill | | Boze | Clancy | Cobert | Gilyard | Goodman | Lopez | Metcalfe | Soni | Sulentic | Yajnik | | | Cybersecurity | | | ● | ● | | | | ● | ● | ● | | | Finance and Accounting | ● | | ● | | ● | ● | ● | ● | ● | ● | | | Global Business Operations | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Human Capital Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | M&A | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Other Public Company Board Service | ● | | | ● | ● | ● | ● | ● | ● | | | | Real Estate Industry Experience | ● | ● | ● | ● | | ● | ● | | ● | ● | | | Risk Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | Senior Leadership/CEO | ● | ● | ● | | ● | ● | ● | ● | ● | ● | | | Sustainability | ● | ● | | ● | ● | ● | | ● | ● | ● | | | Technology and Innovation | ● | | ● | ● | | ● | | ● | ● | ● | | Demographic Background | | | | | | | | | | | | | Board Tenure (Years) | | 12 | <1 | 8 | 6 | 6 | 9 | 1 | <1 | 12 | 7 | | Age | | 44 | 60 | 66 | 61 | 64 | 65 | 57 | 45 | 68 | 68 | | Gender | | M | M | F | M | F | M | M | F | M | M | | Race/Ethnicity | | | | | | | | | | | | | Asian | | | | | | | | | ● | | ● | | Black/African American | | | | | ● | | | | | | | | Hispanic/Latino | | | | | | | ● | | | | | | White/Caucasian | | ● | ● | ● | | ● | | ● | | ● | |

  72. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — DIRECTOR NOMINATION PROCESS | 28 |

  73. Independent Director Meetings

    | Skills and Experience Definitions | | | Cybersecurity Experience in the development of technology and processes that protect the storage of information and maintain confidentiality. Finance and Accounting High-level expertise in finance and accounting, gained through (i) experience as an operating executive with responsibility for all or a portion of a company’s financial reporting, (ii) experience in the financial sector or private equity or as an audit committee member for publicly traded companies, or (iii) an educational background or training in accounting or finance. Global Business Operations International experience, including knowledge of emerging markets or management of business operations and resources that are dispersed across a global platform. Human Capital Management Experience and expertise related to human resource issues such as attracting and retaining talent, succession planning, engagement of employees, and the development and evolution of culture, including the alignment of culture and long-term strategy. | M&A Experience overseeing investment capital decisions, strategic investments and mergers and acquisitions. Other Public Company Board Service Experience serving on the boards of other public companies. Real Estate Industry Experience Deep commercial real estate operating and investment experience. Risk Management Experience assessing risk and reviewing measures to address and mitigate material risks. Senior Leadership/CEO Experience serving in senior leadership roles at a large organization. Sustainability Experience in sustainability initiatives and practices. Technology and Innovation Experience in technology-related business, technological functions or experience implementing innovative technological business strategies, as well as an understanding of emerging technology trends. |

  74. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — OUR 2025 DIRECTOR NOMINEES | 29 |

  75. Independent Director Meetings

    Our 2025 Director Nominees For our upcoming annual meeting, the Board recommends the election of each nominee as a director. Each nominee has informed the Board that he or she is willing to serve as a director. A brief biography summarizing the background and qualifications of each director nominee is provided below.

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    | | The Board of Directors recommends a vote “FOR” the election of each of the following 2025 Director Nominees for a one-year term. |

  77. Independent Director Meetings

    | | Brandon B. Boze | | | | Age: 44 Director Since: December 2012 Independent | Board Committees: • Audit • Executive | | Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation | Qualifications Mr. Boze is the Managing Principal of Bridges Capital LLC, founded in 2024 to invest in commercial real estate properties primarily in the San Francisco Bay Area. Mr. Boze served as the Independent Chair of our Board from May 2018 to November 2023. He served as the President, a Partner and a member of the Management Committee of ValueAct Capital, a privately owned investment firm from August 2005 to January 2024. Prior to joining ValueAct Capital, Mr. Boze was an investment banker at Lehman Brothers. Mr. Boze brings to our Board experience in finance, strategy, mergers and acquisitions and investments. He previously served on the board of directors of Trinity Industries, Inc. and Valeant Pharmaceuticals International. Mr. Boze holds a B.E. from Vanderbilt University and is a CFA charterholder. Other Public Company Boards • None. | | | | Vincent Clancy | | | | Age: 60 Director Since: January 2025 | Board Committee: • None | | Skills & Experience • Global Business Operations • Human Capital Management • M&A • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability | Qualifications Mr. Clancy has served as the Chief Executive Officer of Turner & Townsend, a majority-owned subsidiary of CBRE, since 2008 and as Chair of its board of directors since 2015. Before being named Chief Executive Officer of Turner & Townsend, Mr. Clancy led the company’s international business and prior to that, its United Kingdom cost management business. He joined Turner & Townsend in 1989. Mr. Clancy brings to our Board more than 35 years of real estate experience with particularly strong experience in the set-up, procurement and delivery of highly complex major programs across real estate, infrastructure, energy and natural resources. He is a Chartered Member of the Royal Institute of Surveyors and serves as an industry advisor to the Construction Leadership Council. Mr. Clancy holds a B.S.c. in Construction Economics from London South Bank University. Other Public Company Boards • None. | |

  78. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — OUR 2025 DIRECTOR NOMINEES | 30 |

  79. Independent Director Meetings

    | | Beth F. Cobert | | | | Age: 66 Director Since: May 2017 Independent | Board Committees: • Audit • Compensation | | Skills & Experience • Cyber Security • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Technology and Innovation | Qualifications Ms. Cobert has served as the President, Affiliates and Strategic Partnerships of Strada Education Foundation, since October 2024. She previously served as the President of the Markle Foundation from September 2023 to February 2024, where she led Markle’s Rework America Alliance, a partnership of civil rights organizations, non-profits, private sector employers, labor unions, educators, and others working to open opportunities for career advancement. She previously served as the Acting President of the Markle Foundation from September 2022 to September 2023 and its Chief Operating Officer from July 2020 to September 2022. Ms. Cobert also led Markle’s Skillful initiative as Chief Executive Officer from June 2017 to July 2021. She previously served as the Acting Director of the U.S. Office of Personnel Management from July 2015 to January 2017, and as the Deputy Director for Management of the U.S. Office of Management and Budget from October 2013 to July 2015. From 2001 to 2013, Ms. Cobert served as a Senior Partner at McKinsey & Company, a global business strategy consulting firm. From 1990 to 2001, Ms. Cobert was a Partner at McKinsey & Company. She joined the firm in 1984 as an Associate and served in various leadership roles at McKinsey & Company. Ms. Cobert brings to our Board over 35 years of experience as a consultant in business strategy, where she worked with corporate, non-profit and government entities on key strategic, operational and organizational issues across a range of sectors, including financial services, health care, legal services, real estate and telecommunications. Our Board also benefits from Ms. Cobert’s government service. Ms. Cobert serves on the Board of Trustees of Princeton University, is a business member on the Colorado Workforce Development Council and a committee member of the National Artificial Intelligence Advisory Council. She previously served as a member of the board of directors and chair of the United Way of the Bay Area and as a member of the Stanford University Graduate School of Business Advisory Council. Ms. Cobert holds a B.A. from Princeton University and an M.B.A. from Stanford University. Other Public Company Boards • None. | |

  80. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — OUR 2025 DIRECTOR NOMINEES | 31 |

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    | | Reginald H. Gilyard | | | | Age: 61 Director Since: November 2018 Independent | Board Committee: • Compensation (Chair) | | Skills & Experience • Cyber Security • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Sustainability • Technology and Innovation | Qualifications Mr. Gilyard has served as a Senior Advisor to The Boston Consulting Group, Inc. (BCG), a global management consulting firm, since August 2017. Prior to this role, Mr. Gilyard served as the Dean of the Argyros School of Business and Economics at Chapman University from August 2012 to July 2017. Prior to joining Chapman University, Mr. Gilyard served as Partner and Managing Director at BCG, where he led strategy, M&A and business transformation initiatives for large corporations, from 1996 to 2012. Prior to BCG, he served nine years in the U.S. Air Force and three years in the U.S. Air Force Reserves, rising to Major in the Reserves. Mr. Gilyard brings to our Board more than 25 years of experience developing and implementing successful strategies for Fortune 500 companies, educational institutions and large national foundations. He serves on the board of directors of First American Financial Corporation, Orion Properties Inc. and Realty Income Corporation. Mr. Gilyard holds a B.S. from the United States Air Force Academy, an M.S. from the United States Air Force Institute of Technology and an M.B.A. from Harvard Business School. Other Public Company Boards • First American Financial Corporation • Orion Properties Inc. • Realty Income Corporation | | | | Shira D. Goodman | | | | Age: 64 Director Since: May 2019 Lead Independent Director | Board Committees: • Executive (Chair) • Governance | | Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Risk Management • Senior Leadership/CEO • Sustainability | Qualifications Ms. Goodman has served as our Lead Independent Director since November 2023. She served as an Advisory Director to Charlesbank Capital Partners, a private equity firm, from January 2019 to December 2024. She previously served as the Chief Executive Officer of Staples, Inc. from September 2016 to January 2018. Ms. Goodman served in roles with increasing responsibility at Staples since joining Staples in 1992, including President and Interim Chief Executive Officer from June 2016 to September 2016, President, North American Operations from January 2016 to June 2016, and President, North American Commercial from February 2014 to June 2016. Prior to that, she served as Executive Vice President of Global Growth from February 2012 to February 2014, Executive Vice President of Human Resources from March 2009 to February 2012, Executive Vice President of Marketing from May 2001 to March 2009, and in various other management positions. Prior to Staples, Ms. Goodman worked at Bain & Company from 1986 to 1992, in project design, client relationships and case team management. Ms. Goodman brings to our Board more than 25 years of experience in business operations, marketing, sales force management, human resources, business growth and distribution logistics. She serves on the board of directors of Burlington Stores, Inc. and CarMax, Inc. and previously served on the board of directors of Henry Schein, Inc., Staples, Inc. and The Stride Rite Corporation. Ms. Goodman holds a B.A. from Princeton University, an M.S. in Management from the Massachusetts Institute of Technology and a J.D. from Harvard University. Other Public Company Boards • Burlington Stores, Inc. • CarMax, Inc. | |

  82. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — OUR 2025 DIRECTOR NOMINEES | 32 |

  83. Independent Director Meetings

    | | Gerardo I. Lopez | | | | Age: 65 Director Since: October 2015 Independent | Board Committees: • Audit (Chair) • Governance | | Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation | Qualifications Mr. Lopez served as an Executive-in-Residence at Softbank Investment Advisers, Inc. from October 2021 to October 2022 and previously served as an Operating Partner and Head of its Operating Group from December 2018 to October 2021. Prior to Softbank, he served as an Operating Partner at High Bluff Capital from June 2018 to December 2018. From January 2018 to March 2018, Mr. Lopez served as a Senior Advisor to Extended Stay America, Inc. and its paired-share REIT, ESH Hospitality, Inc. and was its President and Chief Executive Officer from August 2015 to December 2017. Mr. Lopez previously served as President and Chief Executive Officer of AMC Entertainment Holdings, Inc. and its subsidiary, AMC Entertainment Inc., from March 2009 through August 2015. Prior to that, he was Executive Vice President of Starbucks Coffee Company and President of its Global Consumer Products, Seattle’s Best Coffee and Foodservice divisions from September 2004 to March 2009, and President of the Handleman Entertainment Resources division of Handleman Company from November 2001 to September 2004. Mr. Lopez has also held a variety of executive management positions with International Home Foods, Frito Lay, Pepsi-Cola and the Procter & Gamble Company. Mr. Lopez brings to our Board his skills, knowledge and business leadership as a senior executive at hospitality, entertainment and consumer products companies. He has over 35 years of experience in marketing, sales and operations and management in public and private companies and has public company experience across diverse consumer-focused industries. He serves on the board of directors of Newell Brands and Realty Income Corporation, and previously served on the board of directors of Brinker International, Inc., Extended Stay America, Inc., AMC Entertainment Holdings, Inc., Digital Cinema Implementation Partners, National Cinemedia, LLC, Open Road Films, Safeco Insurance, TXU, Inc. and Recreational Equipment, Inc. Mr. Lopez holds a B.A. from George Washington University and an M.B.A. from Harvard Business School. Other Public Company Boards • Newell Brands • Realty Income Corporation | |

  84. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — OUR 2025 DIRECTOR NOMINEES | 33 |

  85. Independent Director Meetings

    | | Guy A. Metcalfe | | | | Age: 57 Director Since: February 2024 Independent | Board Committees: • Compensation • Governance | | Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO | Qualifications Mr. Metcalfe previously served as a Managing Director, member of the Investment Banking Executive Committee and Global Chairman of Real Estate at Morgan Stanley, until his retirement in January 2024. He led Morgan Stanley’s real estate investment banking business for over two decades. Mr. Metcalfe brings to our Board extensive transactional and commercial real estate experience. Over the years, he has served as a trusted strategic advisor to CBRE and has been involved in notable capital-raising, M&A and capital markets transactions for the company. In addition, he has facilitated some of the most transformational transactions in the real estate industry. Mr. Metcalfe serves on the board of directors of Prologis, Inc., a global real estate company and logistics solutions provider, and RioCan Real Estate Investment Trust. Mr. Metcalfe is also a senior advisor to KKR & Co., a publicly-traded global investment firm. He is co-Chair of the board of directors of the Child Mind Institute, an independent, not-for-profit organization focused on improving the lives of children and families facing mental health and learning challenges. Mr. Metcalfe holds a B.A. in Business Administration (honors) from the Ivey Business School at the University of Western Ontario. Other Public Company Boards • Prologis, Inc. • RioCan Real Estate Investment Trust | | | | Gunjan Soni | | | | Age: 45 Director Since: July 2024 Independent | Board Committee: • Audit | | Skills & Experience • Cyber Security • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation | Qualifications Ms. Soni previously served as the Chief Executive Officer of Zalora, a fashion e-commerce platform in Southeast Asia, from January 2019 to March 2025. She served as the Chief Operating Officer of its parent, Global Fashion Group S.A., from February 2023 to February 2025. Prior to joining Zalora, Ms. Soni served as Chief Marketing Officer of Myntra, an online fashion retailer in India, from December 2015 to October 2018, and ran its subsidiary, Jabong, from February 2017 to October 2018. She earlier was a partner at McKinsey & Company and started her career as a software engineer. Ms. Soni previously served as a member of the management board of Global Fashion Group S.A. and the board of directors of Zomato Limited. She brings to our Board over 20 years of experience in technology, strategy and the Asian business landscape. Ms. Soni has been recognized as a young leader in business and technology in Asia, and was previously named to Fortune India's 40 Under 40 list. Ms. Soni holds a B.E. in Computer Science from Government Engineering College Bhopal and an M.B.A. from XLRI Jamshedpur. Other Public Company Boards • None. | |

  86. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — OUR 2025 DIRECTOR NOMINEES | 34 |

  87. Independent Director Meetings

    | | Robert E. Sulentic | | | | Age: 68 Director Since: December 2012 Board Chair | Board Committee: • Executive | | Skills & Experience • Cyber Security • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation | Qualifications Mr. Sulentic has been our President and CEO since December 2012. He assumed additional responsibilities as Board Chair in November 2023. Previously, he served in several senior leadership roles, including Group President with responsibility for Asia Pacific, EMEA and the Development Services business; Chief Financial Officer; and President with responsibility for all business segments. At Trammell Crow Company, which CBRE acquired in December 2006, Mr. Sulentic served as Chief Financial Officer, Chief Executive Officer and Board Chair. This deep and varied background enables Mr. Sulentic to bring significant strategic, financial and operating skills to our Board. Mr. Sulentic previously served on the following public company boards: CBRE Acquisition Holdings, Inc. (Board Chair), which merged with Altus Power, Inc.; Staples, Inc. (Independent Board Chair) and Trammell Crow Company (Board Chair). Mr. Sulentic holds a B.A. from Iowa State University and an M.B.A. from Harvard Business School. Other Public Company Boards • None. | | | | Sanjiv Yajnik | | | | Age: 68 Director Since: November 2017 Independent | Board Committee: • Governance (Chair) | | Skills & Experience • Cyber Security • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation | Qualifications Mr. Yajnik has been the President of Capital One Financial Services, a division of Capital One, since June 2009. He also serves on Capital One’s Executive Committee. In addition, Mr. Yajnik oversees Capital One’s community relations throughout Texas, Oklahoma and Louisiana as President of the company’s South-Central Region. Since joining Capital One in 1998, he has held a number of senior leadership positions in Europe, Canada and the United States. Prior to Capital One, he held leadership positions at PepsiCo and Circuit City and was a Chief Engineer for Mobil Oil Corporation’s shipping business. He is a member of the board of directors of Khan Academy, serves as the Chair of the Collin County Business Alliance, Co-Chair of the Indian American CEO (IACEO) Council and is a member of the executive board of the Dallas Symphony Association. Mr. Yajnik previously served as Chair of the Dallas Symphony Association and Texas Economic Development Corporation. Mr. Yajnik brings to our Board his broad business background and his experience in leading the transformation of a large, service-oriented global organization through technology enablement. Mr. Yajnik received an M.B.A. with honors from the University of Western Ontario, Canada, and completed the Executive Management Program at Stanford University. He is a medalist Chartered Engineer (I), and graduated with distinction from the Marine Engineering Research Institute, India. Other Public Company Boards • None. | | | Messrs. Hutcheson, Jenny and Munoz will not stand for re-election at our 2025 Annual Meeting. We greatly appreciate their service and invaluable contributions to CBRE. | | |

  88. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — DIRECTOR COMPENSATION | 35 |

  89. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — DIRECTOR COMPENSATION | 36 |

  90. Independent Director Meetings

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | Total ($) | | Brandon B. Boze | 110,000 | 219,993 | — | 329,993 | | Beth F. Cobert | 110,000 | 219,993 | — | 329,993 | | Reginald H. Gilyard | 135,000 | 219,993 | — | 354,993 | | Shira D. Goodman | 185,000 | 219,993 | — | 404,993 | | E.M. Blake Hutcheson | 110,000 | 219,993 | — | 329,993 | | Christopher T. Jenny | 110,000 | 219,993 | — | 329,993 | | Gerardo I. Lopez | 140,000 | 219,993 | — | 359,993 | | Susan Meaney(4) | — | — | — | — | | Guy A. Metcalfe(5) | 135,847 | 271,624 | — | 407,471 | | Oscar Munoz | 110,000 | 219,993 | — | 329,993 | | Gunjan Soni(6) | 93,681 | 187,291 | — | 280,972 | | Sanjiv Yajnik | 130,000 | 219,993 | — | 349,993 |

  91. Independent Director Meetings

    | CBRE 2025 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — DIRECTOR COMPENSATION | 37 |

  92. RECOMMENDATION

    RECOMMENDATION

  93. RECOMMENDATION

    | | The Board of Directors recommends a vote “FOR” the advisory approval of the compensation of our named executive officers for the fiscal year ended December 31, 2024. |

  94. RECOMMENDATION

    | CBRE 2025 PROXY STATEMENT | EXECUTIVE MANAGEMENT | 43 |

  95. RECOMMENDATION

    Executive Management

  96. RECOMMENDATION

    | | Chad J. Doellinger Age: 49 Chief Legal & Administrative Officer and Corporate Secretary |

  97. RECOMMENDATION

    Mr. Doellinger has been our Chief Legal & Administrative Officer and Corporate Secretary since January 2025. Prior to that, he served as our Executive Vice President, General Counsel and Corporate Secretary from August 2023 to January 2025. He also served as our Chief Transformation Officer from May 2023 to August 2023 and our Senior Vice President and Deputy General Counsel from May 2020 to May 2023. Prior to joining CBRE, Mr. Doellinger was a Partner at Greenberg Traurig, LLP from November 2018 to May 2020. Mr. Doellinger holds a B.A. and B.S. from the University of Iowa and a J.D. from Yale Law School.

  98. RECOMMENDATION

    | | Emma E. Giamartino Age: 42 Chief Financial Officer |

  99. RECOMMENDATION

    Ms. Giamartino has been our Chief Financial Officer since July 2021. She previously served as our Chief Investment Officer from January 2021 to July 2021. Prior to that, she served as our Executive Vice President of Corporate Development and Global Head of Mergers & Acquisitions from June 2020 to January 2021 and as Head of Mergers & Acquisitions in the Americas from February 2018 to June 2020. Prior to joining CBRE, Ms. Giamartino served as Director of Corporate Development at Verizon Communications from March 2016 to February 2018. She also worked in Nomura’s technology, media and telecommunication investment banking group from June 2010 to March 2016. She began her career at Assured Guaranty (formerly Financial Security Assurance), in the residential mortgage-backed securities group. She previously served as a member of the board of directors of CBRE Acquisition Holdings, Inc., which merged with Altus Power, Inc. Ms. Giamartino holds a B.S. in Electrical Engineering from Duke University and an M.B.A. from Columbia Business School.

  100. RECOMMENDATION

    | | Jamie Hodari Age: 43 Chief Executive Officer, Building Operations & Experience and Chief Commercial Officer |

  101. RECOMMENDATION

    Mr. Hodari has been our Chief Executive Officer, Building Operations & Experience and Chief Commercial Officer since January 2025. Prior to joining CBRE, he was the Chief Executive Officer and Co-Founder of Industrious, a flexible workplace provider. Prior to Industrious, Mr. Hodari served as Co-Founder and Chief Executive Officer of Kepler, which pioneered a lower-cost, high-performing university model in East Africa from 2011 to 2013. Earlier in his career, he was an investor at Birch Run Capital from 2010 to 2011, a corporate attorney at Sullivan & Cromwell from 2009 to 2010, and a reporter for the Times of India from 2004 to 2005. He previously served as a member of the board of directors of CBRE Acquisition Holdings, Inc., which merged with Altus Power, Inc. Mr. Hodari holds a J.D. from Yale Law School, an M.P.P. from Harvard University and a B.A. from Columbia University.

  102. RECOMMENDATION

    | CBRE 2025 PROXY STATEMENT | EXECUTIVE MANAGEMENT | 44 |

  103. RECOMMENDATION

    | | Vikram Kohli Age: 45 Chief Operating Officer and Chief Executive Officer, Advisory Services |

  104. RECOMMENDATION

    Mr. Kohli has been our Chief Operating Officer since April 2023 and our Chief Executive Officer, Advisory Services since January 2025. Prior to his current role, Mr. Kohli served in senior global roles, including as our Chief Executive Officer, CBRE Platform from January 2023 to April 2023, Global Group President, Business Intelligence from July 2021 to December 2022, Vice President, Corporate Finance from July 2020 to July 2021, Chief Operating Officer, South East Asia from April 2019 to July 2020, and our Regional Managing Director, South East Asia from April 2018 to April 2019. Earlier in his more than two-decade career at CBRE, Mr. Kohli served as Executive Director, Sales Management, Asia Pacific and Senior Director, Global Transactions. Mr. Kohli joined CBRE in June 2001 in India as part of the Transactions team focused on occupier advisory and office leasing. Mr. Kohli holds a B.B.A. from Delhi University, College of Business Studies and an M.B.A. from Northwestern University, Kellogg School of Management.

  105. RECOMMENDATION

    | | Robert E. Sulentic Age: 68 Chair, President and Chief Executive Officer |

  106. RECOMMENDATION

    Mr. Sulentic has been our President and CEO since December 2012. He assumed additional responsibilities as Board Chair in November 2023. Previously, he served in several senior leadership roles, including Group President with responsibility for Asia Pacific, EMEA and the Development Services business; Chief Financial Officer; and President with responsibility for all business segments. At Trammell Crow Company, which CBRE acquired in December 2006, Mr. Sulentic served as Chief Financial Officer, Chief Executive Officer and Board Chair. Mr. Sulentic holds a B.A. from Iowa State University and an M.B.A. from Harvard Business School.

  107. RECOMMENDATION

    | CBRE 2025 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS | 45 |

  108. RECOMMENDATION

    Compensation Discussion and Analysis

  109. RECOMMENDATION

    | This Compensation Discussion and Analysis, or CD&A, provides you with detailed information regarding the material elements of compensation paid to our executive officers, including the considerations and objectives underlying our compensation policies and practices. Unless otherwise specified, references throughout this CD&A to the “Committee” refer to the Compensation Committee of our Board. Although our executive compensation program is generally applicable to all of our executive officers, this CD&A focuses primarily on the program as applied to the following executives (whom we refer to as “named executive officers” or “NEOs”): Robert E. Sulentic Chair, President and Chief Executive Officer Emma E. Giamartino Chief Financial Officer Vikram Kohli Chief Operating Officer and Chief Executive Officer, Advisory Services Chad J. Doellinger Chief Legal & Administrative Officer and Corporate Secretary Daniel G. Queenan Chief Executive Officer, Trammell Crow Company Chandra Dhandapani Former Chief Executive Officer, Global Workplace Solutions | Table of Contents | | | | Section 1. Introduction | 46 | | | Company Performance and Financial Highlights | 46 | | | 2024 Compensation Updates | 47 | | | Section 2. Our Executive Compensation Philosophy | 48 | | | Section 3. How We Make Compensation Decisions | 51 | | | Compensation Committee Role | 51 | | | Chief Executive Officer Role | 51 | | | Independent Compensation Consultant Role | 52 | | | Peer Group Benchmarking—Comparative Market Data | 52 | | | Consideration of Stockholder Feedback on Executive Compensation | 53 | | | Compensation Risk Assessment | 53 | | | Section 4. Elements of Our Compensation Program | 54 | | | Compensation Elements for NEOs | 54 | | | Base Salary | 54 | | | Annual Performance Awards—Executive Bonus Plan | 55 | | | Long-Term Incentive Awards | 57 | | | Strategic Equity Awards | 59 | | | Other Compensation Elements | 60 | | | 2024 Compensation Decisions | 61 | | | Section 5. 2024 NEO Compensation and Performance Summaries | 63 | | | Section 6. Compensation Policies and Practices | 68 | | | Compensation Committee Report | 71 | | | Executive Compensation | 72 | | | Summary Compensation Table | 72 | | | Employment Agreements | 74 | | | Grants of Plan-Based Awards | 75 | | | Outstanding Equity Awards at Fiscal Year-End | 77 | | | Option Exercises and Stock Vested | 79 | | | Summary of Plans, Programs and Agreements | 80 | | | CEO Pay Ratio | 91 | | | Pay Versus Performance | 92 |

  110. RECOMMENDATION

    | CBRE 2025 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS — SECTION 1: INTRODUCTION | 46 |

  111. RECOMMENDATION

    Introduction Company Performance and Financial Highlights Our pay-for-performance approach aligns management and stockholder interests. An improved operating environment supported strong growth for CBRE in 2024. Overall, net revenue increased 14.2%. This included 14.1% net revenue growth in our resilient businesses (including facilities management, project management, property management, loan servicing, recurring investment management fees and valuations), and 14.3% net revenue growth in our transactional businesses (property sales, leasing, mortgage origination, carried interest and incentive fees in our investment management business, and development fees). Our capital deployment totaled approximately $1.8 billion. This included $1.1 billion in M&A and other strategic investments, including the acquisition of J&J Worldwide Services, a provider of outsourcing services primarily to the U.S. Department of Defense, and Direct Line Global, which provides technical facilities management services for data centers, and $644 million in share buybacks (repurchasing 5,110,624 shares). Even with these substantial investments, we ended 2024 with less than 1.0x net leverage, giving us substantial liquidity to finance future growth.

  112. RECOMMENDATION

    | Revenue | GAAP Net Income | GAAP EPS | | $35.8B | $968M | $3.14 | | +12.0% | -1.8% | -0.3% | | Net Revenue (1) | Core EBITDA (1) | Core EPS (1) | | $20.9B | $2.7B | $5.10 | | +14.2% | +22.4% | +32.8% | | 1-Year Total Stockholder Return (2) (as of 12/31/2024) | 3-Year Total Stockholder Return (2) (as of 12/31/2024) | 5-Year Total Stockholder Return (2) (as of 12/31/2024) | | 41% | 21% | 114% | | vs. 25% for S&P 500 (+16% outperformance) | vs. 29% for S&P 500 (-8% underperformance) | vs. 97% for S&P 500 (+17% outperformance) |

  113. RECOMMENDATION

    (1) These are non-GAAP financial measures. For definitions and more information, see Annex A of this Proxy Statement. Our Board and management use these non-GAAP financial measures to evaluate our performance and manage our operations. However, non-GAAP financial measures should be viewed in addition to, and not as an alternative for, financial results prepared in accordance with GAAP. The term “GAAP,” as used in this Proxy Statement, means generally accepted accounting principles in the United States. Inclusive of dividends, assuming reinvestment.

  114. RECOMMENDATION

    | CBRE 2025 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS — SECTION 1: INTRODUCTION | 47 |

  115. RECOMMENDATION

    Our performance in 2024 resulted in strong stockholder value creation. This extended a long-term record of consistently increased stockholder value. (1) $100 invested on December 31, 2019 in stock or index-including reinvestment of dividends, fiscal year ending December 31. (2) Copyright© 2025 Standard & Poor’s, a division of S&P Global. All rights reserved. (3) Peer group contains companies with the following ticker symbols: CIGI, CWK, ISS, JLL, MMI, NMRK, SVS.L (London) and WD. 2024 Compensation Updates NEO Target Compensation Adjustments. As part of the annual target compensation review, the total annual compensation targets for Mr. Sulentic and Ms. Giamartino were increased to align their compensation with market levels and/or to encourage executive engagement and support retention.

  116. RECOMMENDATION

    | | 2024 Base Salary | 2024 EBP Target Awards | Total Target 2024 Annual Equity Awards(1) | | Robert E. Sulentic | $1,350,000 (Increase of $100,000) | $2,700,000 (Increase of $200,000) | $15,450,000 (Increase of $700,000) | | Emma E. Giamartino | $775,000 (Increase of $75,000) | $1,160,000 (Increase of $60,000) | $4,065,000 (Increase of $865,000) | | Vikram Kohli(2) | $850,000 | $1,275,000 | $4,375,000 | | Chad J. Doellinger(2) | $600,000 | $950,000 | $1,550,000 | | Daniel G. Queenan | $775,000 | $1,160,000 | $4,065,000 | | Chandra Dhandapani | $750,000 | $1,100,000 | $3,650,000 |

  117. RECOMMENDATION

    (1) Reflects the target grant value of the 2024 annual equity awards. The number of shares issued to each NEO is determined by dividing the target dollar value by the closing price of our common stock on the NYSE on the grant date. The grant-date fair value of long-term incentive awards as disclosed in the Summary Compensation Table and Grants of Plan-Based Awards Table included elsewhere in this Proxy Statement may be different than the target grant value presented above as they represent the grant date fair value of the awards in accordance with FASB ASC 718, which for the Relative TSR Equity Awards is based on the Monte Carlo valuation model. See the Summary Compensation Table and Grants of Plan-Based Awards Table included elsewhere in this Proxy Statement for additional information. (2) Messrs. Kohli and Doellinger were not named executive officers for 2023, and so we do not present compensation information for them for that year. Long-Term Incentive Award Design 2024 Annual Equity Award Metrics. In 2024, the Committee granted annual equity awards in three forms—a Time Vesting Equity Award, a Relative TSR Equity Award and a Core EPS Equity Award. The Committee incorporated relative TSR into our annual long-term incentive program starting in 2024 after taking into account feedback solicited from our investors. For additional details, please refer to the discussion under the heading “Section 4. Elements of Our Compensation Program—Long-Term Incentive Awards” in this CD&A.

  118. RECOMMENDATION

    | CBRE 2025 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS — SECTION 2: OUR EXECUTIVE COMPENSATION PHILOSOPHY | 48 |

  119. RECOMMENDATION

    Our Executive Compensation Philosophy Our Pay-for-Performance Philosophy Our executive compensation program is designed to align pay and performance, reinforce our corporate strategy, attract and retain accomplished and high-performing executives and motivate those executives to consistently achieve short- and long-term goals consistent with our corporate strategy. Our pay philosophy emphasizes pay-for-performance through significant variable compensation tied to accomplishment of financial and strategic objectives. To do this, we focus a significant percentage of our executive officers’ compensation on both annual and long-term incentive awards intended to drive growth in our business and in our share price in the short- and long-term, with a relatively modest portion of compensation paid in fixed base salary. Executive Compensation Program Goals The Committee establishes and administers our executive compensation program. Our short- and long-term compensation incentives are designed to:

  120. RECOMMENDATION

    | LINK PAY TO PERFORMANCE We place a significant portion of each executive officer’s potential compensation “at risk,” with incentive programs tied to financial metrics and strategic performance objectives. | • In our annual incentive program, the financial metrics may be at the global level (i.e., based on the consolidated results of the enterprise) or based on a combination of global and segment performance, depending on the executive’s position. Payouts may be above, at or below target levels, based on achievement of these financial and strategic performance objectives. • All of our long-term incentives have a performance component in that the ultimate value of those incentives depends upon our stock price over a multi-year period. We seek to further link our long-term incentives to our financial results and stockholder returns by awarding a combination of Performance-Based Equity Awards and Time-Vesting Equity Awards. | | ALIGN THE INTERESTS OF OUR EXECUTIVES WITH THOSE OF OUR STOCKHOLDERS | • Our goal is to instill a sense of ownership in the company through equity-based awards and stock ownership requirements applicable to our directors and executives. • Equity awards align an executive’s financial interests with those of our stockholders by creating incentives to preserve and increase stockholder value as well as achieve solid financial results for our stockholders over a multi-year period. | | ATTRACT AND RETAIN TOP LEADERSHIP TALENT | • To successfully execute our business strategy, we must attract and retain top talent in our industry. To accomplish this goal, we provide our executives with compensation opportunities at levels commensurate with other organizations competing for their talents. | | BE TRANSPARENT AND REFLECT BEST PRACTICES IN CORPORATE GOVERNANCE | • In addition to creating compensation programs that are easily understood and tracked, we have adopted governance policies and practices designed to further align executive compensation with long-term stockholder interests. |

  121. RECOMMENDATION

    | CBRE 2025 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS — SECTION 2: OUR EXECUTIVE COMPENSATION PHILOSOPHY | 49 |

  122. RECOMMENDATION

    2024 Target Compensation Mix The total 2024 target direct compensation mix for our Chief Executive Officer (CEO) and named executive officers (NEOs) who remained employed with us on December 31, 2024, including our CEO, is shown here.

  123. RECOMMENDATION

    | CEO Target Compensation Mix | CEO + NEOs Target Compensation Mix* | | | |

  124. RECOMMENDATION

    * Does not include Ms. Dhandapani, who departed from the company in September 2024. Overview of Compensation Components

  125. RECOMMENDATION

    | | Compensation Component | Description and Purpose | | FIXED | Base Salary | – Provides a level of fixed compensation necessary to attract and retain senior executives. – Set at a level that recognizes the skills, experience, leadership and individual contribution of each executive as well as the scope and complexity of the executive’s role, giving due consideration to appropriate comparator group benchmarking. | | | Annual Performance Awards | – Variable cash incentive opportunity tied to financial metrics and achievement of individual strategic objectives. – In 2024, the Committee used Core EBITDA and segment operating profit to establish financial performance objectives in order to effectively tie annual cash performance compensation to our operating results. We believe that Core EBITDA and segment operating profit are appropriate measures to evaluate our operating performance because these metrics focus on profitability but exclude certain items that management does not consider directly indicative of the company’s ongoing performance. – Each executive had a target cash performance award opportunity, one-half of which depends on the company’s financial performance (the financial payout factor) and the other half of which depends on the executive’s personal performance (the strategic payout factor). | | | Annual Long-Term Incentives | – Annual grants of time-based and performance-based restricted stock units (RSUs) that are intended to align the interests of our executives with those of stockholders over a multi-year period, and to support executive retention objectives. – In 2024, our CEO was granted one-third of his target annual long-term incentive award value in the form of a Time Vesting Equity Award, one-third in the form of a Relative TSR Equity Award and one-third in the form of a Core EPS Equity Award. Our other named executive officers were granted one-half of their target annual long-term incentive award value in the form of a Time Vesting Equity Award, one-quarter in the form of a Relative TSR Equity Award and one-quarter in the form of a Core EPS Equity Award. We describe these awards in greater detail in “Section 4. Elements of Our Compensation Program” in this CD&A. |

  126. RECOMMENDATION

    | CBRE 2025 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS — SECTION 2: OUR EXECUTIVE COMPENSATION PHILOSOPHY | 50 |

  127. RECOMMENDATION

    Compensation Governance Practices Our compensation program is designed to promote exceptional performance and align the interests of our executives with the interests of our stockholders while discouraging executives from excessive risk taking.

  128. RECOMMENDATION

    | | What We Do | | What We Don’t Do | | INDEPENDENCE 100% of our Committee members are independent. The Committee engages its own compensation consultant and confirms each year that the consultant has no conflicts of interest and is independent. STOCK OWNERSHIP REQUIREMENTS We have stock ownership requirements for our directors and executive officers that require retention of at least 75% (100% for the CEO) of the net-after-tax shares acquired upon the exercise of stock options, the vesting of restricted stock or the settlement of vested restricted stock units until required ownership levels are met. • CEO: 6x Base Salary • CFO, Other NEOs and Mr. Clancy: 3x Base Salary • Non-employee directors: 5x Annual Stock Grant COMPENSATION CLAWBACK POLICY We have a “compensation clawback policy” that requires the company to recover cash- based and performance-based equity incentive compensation paid to any current or former Section 16 officer if there is a restatement of our financial results. The policy mandates clawback from any applicable officer who received an award overpayment, without regard to whether any misconduct occurred or whether an officer bears responsibility for the required restatement. EQUITY AWARD POLICY Our Equity Award Policy is designed to maintain the integrity of the equity award process and ensure compliance with all applicable laws. The Equity Award Policy sets the procedures that must be followed in connection with employee awards. STOCKHOLDER ENGAGEMENT We regularly engage with our stockholders about our executive compensation program. | | NO HEDGING OR PLEDGING We have a policy that prohibits all directors, executive officers and other designated insiders from entering into hedging transactions, and our directors and executive officers are prohibited from entering into pledging transactions. NO “SINGLE TRIGGER” CHANGE OF CONTROL PAYMENTS We do not have employment contracts, plans or other agreements that provide for “single trigger” change of control payments or benefits (including automatic accelerated vesting of equity awards upon a change of control only) to any of our named executive officers. NO SPECIAL PERQUISITES Our named executive officers receive no special perquisites or other personal benefits, unless such benefits serve a reasonable business purpose, such as benefits specifically relating to healthcare and insurance. | |

  129. RECOMMENDATION

    Say on Pay Results

  130. RECOMMENDATION

    | The Committee considers the results of annual stockholder advisory votes on the compensation of our named executive officers, otherwise known as a “say on pay” vote, in connection with the discharge of its responsibilities. We received strong support for our executive compensation from our stockholders at our 2024 annual meeting of stockholders, at which approximately 94% of the votes cast on the say on pay proposal were in favor of the 2023 compensation for our named executive officers. At the 2025 Annual Meeting, we will again hold a say on pay vote. The Committee will consider the results of the say on pay in evaluating our executive compensation policies and programs. | | Approximately 94% of shares voted approved our say on pay proposal in 2024 |

  131. RECOMMENDATION

    | CBRE 2025 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS — SECTION 3: HOW WE MAKE COMPENSATION DECISIONS | 51 |

  132. RECOMMENDATION

    How We Make Compensation Decisions Compensation Committee Role At the beginning of each performance year, the Committee determines the appropriate target levels of each component of compensation and establishes annual financial and strategic performance objectives for each executive officer based on factors the Committee deems relevant in its business judgment. Following year-end, performance relative to these objectives is measured, and individual annual performance awards are then determined. When establishing target compensation levels and performance objectives, the Committee may consider any factors it deems relevant, including: • Industry and market conditions; • The company’s financial performance (i.e., based on the consolidated results of the enterprise and/or segment results); • The company’s global and segment performance relative to competitors; • Our Board-approved annual operating plan and related strategy and objectives; • Individual factors, including performance and expectations, responsibilities, experience, retention risk, succession planning, prior compensation and positioning among other senior executives; • Overall effectiveness of the compensation program in achieving, measuring and rewarding desired performance levels; • The results of our annual “say on pay” vote; • Advice from the Committee’s independent compensation consultant; • Market compensation data among comparable companies; and • Current and evolving practices and trends among comparable companies. These factors may vary from year to year based upon the Committee’s subjective business judgment reflecting its members’ collective experience. Chief Executive Officer Role Our CEO meets with the Committee and its independent compensation consultant to provide perspective about us and our industry that may be helpful in conducting an accurate survey of relevant market data. In addition, our CEO makes recommendations on non-CEO executive compensation and reviews and provides the Committee with commentary on the competitive pay information regarding non-CEO executive compensation contained in the report of the Committee’s independent compensation consultant. At the invitation of the Committee, our CEO also attends meetings when the performance of other executive officers is discussed. During these meetings, our CEO provides an assessment of those executives’ performance and recommends a payout percentage with respect to the strategic objectives portion of the annual performance bonus for each of those executive officers. The Committee makes all ultimate compensation decisions with respect to our executive officers (including for our CEO), incorporating both the feedback from its independent compensation consultant and our CEO. Our CEO does not attend Committee discussions where the Committee evaluates his performance or sets his compensation.

  133. RECOMMENDATION

    | CBRE 2025 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS — SECTION 3: HOW WE MAKE COMPENSATION DECISIONS | 52 |

  134. RECOMMENDATION

    Independent Compensation Consultant Role The Committee has retained Frederic W. Cook & Co., Inc. (FW Cook) as its independent compensation consultant. FW Cook reports directly to the Committee, attends meetings and provides advice to the Committee. FW Cook prepares analyses for the Committee based on its review of market data that it believes to be relevant, including compensation levels at, and the financial performance of, a comparator group of companies identified for the relevant period. FW Cook meets with the Committee and with management to solicit input on job scope, performance, retention issues and other relevant factors. FW Cook then prepares reports for the Committee with respect to management recommendations as to compensation opportunities of the applicable executive officers and the reasonableness of such recommendations. FW Cook works independently with the Committee chair to develop recommendations for CEO compensation and also advises the Committee on compensation-related developments and best practices. FW Cook also advises the Governance Committee on non-employee director compensation. FW Cook has not provided the company any services other than the services that it provides to the Committee and the Governance Committee. After considering, among other things, the other factors described elsewhere in this Proxy Statement with respect to FW Cook’s work for the Committee and (i) the absence of any business or personal relationship between FW Cook and any member of the Committee or any of our executive officers, (ii) a certification from FW Cook that it does not trade in our securities, (iii) FW Cook’s Independence Policy that is reviewed annually by its board of directors and (iv) FW Cook’s policy of proactively notifying the Committee chair of any potential or perceived conflicts of interest, the Committee has concluded that FW Cook is independent and that its work does not raise any conflict of interest. Peer Group Benchmarking—Comparative Market Data We seek to offer total compensation opportunities competitive with the market in which we compete for executive talent. For some positions, this market is broader than the commercial real estate services and investment industry in which we operate. Accordingly, the Committee periodically reviews comparator company compensation data, general industry compensation survey data and recommendations from FW Cook to understand whether our executive compensation is reasonable and competitive. For certain executives, the Committee examines target compensation levels against business services sector comparators and a broad group of non-manufacturing companies, including those that the Committee considers to be our most comparable public company competitors. This group changes from time to time, and for 2024 executive compensation planning purposes it consisted of the following companies:

  135. Compensation Committee

    | | | | | Stock Awards ($) | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Annual Stock Award(1)(2) ($) | Strategic Equity Award ($) | Total Stock Awards(1)(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Robert E. Sulentic(5) | 2024 | 1,323,077 | — | 16,339,427 | — | 16,339,427 | 3,887,683 | 6,000 | 21,556,187 | | President and Chief Executive Officer | 2023 | 1,250,000 | — | 14,749,941 | — | 14,749,941 | 2,352,893 | 6,000 | 18,358,834 | | | 2022 | 1,167,500 | — | 14,749,919 | 7,511,331 | 22,261,250 | 2,477,350 | 6,000 | 25,912,100 | | Emma E. Giamartino | 2024 | 754,808 | — | 4,240,385 | — | 4,240,385 | 1,612,264 | 6,000 | 6,613,457 | | Chief Financial Officer | 2023 | 695,000 | — | 3,199,880 | — | 3,199,880 | 980,273 | 6,000 | 4,881,153 | | | 2022 | 680,000 | — | 1,819,920 | — | 1,819,920 | 965,940 | 6,000 | 3,471,860 | | Vikram Kohli(6) | 2024 | 809,615 | — | 4,563,875 | — | 4,563,875 | 1,835,850 | 6,324 | 7,215,664 | | Chief Operating Officer and | | | | | | | | | | | CEO, Advisory Services | | | | | | | | | | | Chad J. Doellinger(6) | 2024 | 586,538 | — | 1,616,756 | — | 1,616,756 | 1,181,400 | 6,000 | 3,390,694 | | Chief Legal & Administrative Officer and | | | | | | | | | | | Corporate Secretary | | | | | | | | | | | Daniel G. Queenan | 2024 | 775,000 | — | 4,240,385 | — | 4,240,385 | 1,696,285 | 6,000 | 6,717,670 | | CEO, Trammell Crow Company | 2023 | 775,000 | — | 4,064,992 | — | 4,064,992 | 908,371 | 6,000 | 5,754,363 | | | 2022 | 756,250 | — | 4,064,936 | — | 4,064,936 | 1,077,155 | 6,000 | 5,904,341 | | Chandra Dhandapani | 2024 | 536,538 | — | 3,807,446 | — | 3,807,446 | 947,186 | 2,847,659 | 8,138,829 | | Former CEO, Global Workplace Solutions | 2023 | 750,000 | — | 3,649,996 | — | 3,649,996 | 1,020,417 | 6,000 | 5,426,413 | | | 2022 | 737,500 | — | 3,116,344 | — | 3,116,344 | 1,168,623 | 4,308 | 5,026,775 |

  136. Dhandapani Transition Agreement

    | CBRE 2025 PROXY STATEMENT | EXECUTIVE COMPENSATION — GRANTS OF PLAN-BASED AWARDS | 75 |

  137. Estimated Future Payouts Under Non-Equity Incentive Plan Awards Column (1)

    | CBRE 2025 PROXY STATEMENT | EXECUTIVE COMPENSATION — GRANTS OF PLAN-BASED AWARDS | 76 |

  138. Estimated Future Payouts Under Non-Equity Incentive Plan Awards Column (1)

    | CBRE 2025 PROXY STATEMENT | EXECUTIVE COMPENSATION — OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 77 |

  139. Estimated Future Payouts Under Non-Equity Incentive Plan Awards Column (1)

    | CBRE 2025 PROXY STATEMENT | EXECUTIVE COMPENSATION — OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 78 |

  140. Estimated Future Payouts Under Non-Equity Incentive Plan Awards Column (1)

    | CBRE 2025 PROXY STATEMENT | EXECUTIVE COMPENSATION — Option Exercises and Stock Vested | 79 |

  141. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  142. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Chad J. Doellinger | 1,181,400 | — | — | — | — | | Chandra Dhandapani | — | — | 341,962 | — | 1,987,074 |

  143. Non-Qualified Deferred Compensation

    (1) The amount in this column is also reported in the Summary Compensation Table in the "Non-Equity Incentive Plan Compensation Earnings" column for the fiscal year ended December 31, 2024. (2) The amount in this column is not reported as compensation for the fiscal year ended December 31, 2024 in the “Summary Compensation Table” since it does not reflect above-market or preferential earnings. 401(k) Plan We maintain a tax-qualified 401(k) retirement plan. Most of our U.S. employees, other than certain qualified real estate agents having the status of independent contractors under Internal Revenue Code Section 3508 and non-plan electing unionized employees, are eligible to participate in this plan. The 401(k) plan provides for participant contributions as well as a company match. Severance Plan; Treatment of Death, Disability and Retirement Under Annual Equity Award Agreements; Treatment of Qualifying Termination and Retirement Under CEO Strategic Equity Award Agreements

  144. HYPOTHETICAL DECEMBER 31, 2024 TERMINATION DUE TO SEA QUALIFYING TERMINATION (CHANGE IN CONTROL)

    | CBRE 2025 PROXY STATEMENT | EXECUTIVE COMPENSATION — CEO PAY RATIO | 91 |

  145. HYPOTHETICAL DECEMBER 31, 2024 TERMINATION DUE TO SEA QUALIFYING TERMINATION (CHANGE IN CONTROL)

    | CBRE 2025 PROXY STATEMENT | EXECUTIVE COMPENSATION — PAY VERSUS PERFORMANCE | 92 |

  146. HYPOTHETICAL DECEMBER 31, 2024 TERMINATION DUE TO SEA QUALIFYING TERMINATION (CHANGE IN CONTROL)

    | Year | “Summary Compensation Table” Total for CEO(1) ($) | Compensation Actually Paid to CEO(2) ($) | Average “Summary Compensation Table” Total for Other NEOs(1) ($) | Average Compensation Actually Paid to Other NEOs(2) ($) | Company TSR(3) ($) | Peer Group TSR(3) ($) | GAAP Net Income ($ in thousands) | Core EPS ($) | | 2024 | 21,556,187 | 49,646,136 | 6,415,263 | 10,396,173 | 214.21 | 121.54 | 968,000 | 5.10 | | 2023 | 18,358,834 | 16,844,606 | 5,448,974 | 5,440,481 | 151.88 | 89.51 | 985,747 | 3.84 | | 2022 | 25,912,100 | 1,749,522 | 5,259,697 | (1,880,786) | 125.57 | 78.83 | 1,407,370 | 5.69 | | 2021 | 13,908,085 | 67,396,503 | 6,090,375 | 17,034,237 | 177.04 | 121.21 | 1,836,574 | 5.33 | | 2020 | 11,993,465 | (11,520,049) | 3,675,860 | 753,759 | 102.33 | 82.24 | 751,989 | 3.27 |

  147. HYPOTHETICAL DECEMBER 31, 2024 TERMINATION DUE TO SEA QUALIFYING TERMINATION (CHANGE IN CONTROL)

    | CBRE 2025 PROXY STATEMENT | EXECUTIVE COMPENSATION — PAY VERSUS PERFORMANCE | 93 |

  148. HYPOTHETICAL DECEMBER 31, 2024 TERMINATION DUE TO SEA QUALIFYING TERMINATION (CHANGE IN CONTROL)

    | CBRE 2025 PROXY STATEMENT | EXECUTIVE COMPENSATION — PAY VERSUS PERFORMANCE | 94 |