DEF 14A of AGNT, Inc.
Filed Mar 9, 2026 · FY20250001104659-26-025133
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| What We Do | What We Don’t Do | | ✓ Multi-Year Vesting Awards. To align our NEO’s interests with those of our stockholders and to incentivize long-term retention, a substantial portion of NEO compensation is earned over multi-year periods in the form of equity awards. ✓ Annual Compensation Review and Risk Assessment. The compensation committee conducts an annual review and approval of our compensation strategy including a comparison against industry compensation practices and a risk assessment. ✓ Compensation Recoupment. We have a formal clawback policy which requires that certain incentive compensation paid to any current or former executive officer, including our NEOs, will be subject to recoupment upon certain financial restatements. ✓ At-Will Employment. We employ our NEOs at-will; our NEOs do not have employment contracts with fixed terms or guaranteed pay. ✓ Annual “Say on Pay” Vote. We hold a “Say on Pay” vote annually. | × No Termination, Resignation, Retirement or Change in Control Payments. With one exception, we do not maintain agreements or offer letters that provide any payments to current NEOs upon termination of employment, resignation, retirement or change in control. × No Dividend Payments on Unvested Stock Awards or Unexercised Stock Options. No cash dividend payments are paid on unvested stock awards or unexercised stock options. × No Unique Health or Welfare Benefits. Our NEOs participate in the same Company-sponsored health and welfare benefits programs as our other full-time, salaried employees. × No Repricing. We do not allow repricing of stock options without stockholder approval. × Prohibition on hedging, pledging, and short sales. We prohibit short sales, transactions in derivatives, hedging, and pledging of Company securities by our named executive officers. × No Tax Reimbursements on Severance or Change in Control Payments. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change in control payments or other related benefits. |
Board of Directors
Board of Directors Directly oversees strategic risk exposure. Reviews and discusses significant risks affecting the Company, including matters escalated by its committees and management from within their respective areas of direct oversight.
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Enterprise Risk Management Portal The ERM portal is designed to assess and monitor mitigation of our business risks, including financial, operational, compliance, and reputational risks. Supported by the Chief Technology Officer and Chief Legal Counsel and other senior leaders that assist the Nominating and Corporate Governance Committee with its general responsibility for overseeing enterprise risk management. The Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from Board committees and members of senior management to enable the Board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach. Annual Board and Committee Self-Evaluations The Board conducts an annual self-evaluation to assess whether the Board, its committees, and each member of the Board are working effectively, and to provide an opportunity to reflect upon and improve processes and effectiveness. The Nominating and Corporate Governance Committee designs the overall evaluation framework in conjunction with counsel, which includes a detailed questionnaire covering topics such as the Board’s effectiveness in shaping a long-term business strategy, balancing the interests of key stakeholders, ensuring appropriate management succession planning, and maintaining a sufficient and effective meeting schedule. Additional areas include the quality and timeliness of materials provided to the Board, the effectiveness of committee structure and performance, and the characteristics and commitment of individual Board members. Following the completion of the questionnaire, James Bramble also solicits additional verbal feedback from Nominating and Corporate Governance Committee members. A summary identifying any themes or issues that have emerged is presented to the Board on an anonymous basis. Each committee conducts its own annual self-evaluation and reports the results to the committee and the Board. Each committee’s evaluation includes an assessment of the committee’s compliance with the committee’s charter and best practices including committee composition; timing, agendas, and content of committee meetings; committee dynamics and function; and mission alignment among committee members. A summary identifying any themes or issues that have emerged is presented to the committee and the Board on an anonymous basis. Compensation Committee Interlocks and Insider Participation Currently, the members of our Compensation Committee are Messrs. Miles, Cahir, and Reichheld, none of whom currently serves, or in the past year has served, as an officer or employee of the Company. None of our executive officers, except for Mr. Sanford, currently serves, or in the past year has served, as a member of the Board, and none of our executive officers currently serves, or in the past year has served, as a member of the compensation committee of the Company (or other board committee performing equivalent functions). Code of Business Conduct and Ethics The Company adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers (including its chief executive officer, chief financial officer, chief accounting officer, controller and any person performing similar functions) and employees. The Company has made the Code of Ethics available on its website at https://expworldholdings.com/wp-content/uploads/2026/02/EXPI-2026-Code-of-Business-Conduct.pdf. Related Party Policy and Transactions The Board has adopted a written policy requiring a majority of the Board’s independent directors approve transactions between the Company and its directors, director nominees, executive officers, greater than 5% beneficial owners of the Company’s common stock, and each of their respective immediate family members, where the amount involved in the transaction exceeds or is reasonably expected to exceed $120,000 in a single fiscal year and the related party has or will have a direct or indirect interest in the transaction (other than solely as a result of being a director or less than 10% beneficial owner of another entity). The policy provides that the Audit Committee must review transactions subject to the policy and determine whether to approve or ratify those transactions. Certain types of transactions are deemed pre-approved pursuant to standing pre-approval guidelines established by the policy. In addition, the Audit Committee has delegated authority to its Chair to pre-approve or ratify transactions under certain circumstances. In reviewing transactions subject to the policy, the Audit Committee or the Chair of the Audit Committee, as applicable, considers (as it deems appropriate for the circumstances):
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| ● | The nature and extent of the related person’s interest in the transaction; |
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| ● | The approximate dollar value involved in the transaction; |
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| ● | The approximate dollar value of the related person’s interest in the transaction without regard to the amount of any profit or loss; |
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| ● | Whether the transaction was undertaken in the ordinary course of the Company’s business; |
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| ● | The material terms of the transaction, including whether the transaction with the related person is proposed to be, or was entered into, on terms no less favorable to the Company than terms that could have been reached with an unrelated third-party; |
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| ● | The business purpose of, and the potential benefits to the Company of, the transaction; |
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| ● | Whether the transaction would impair the independence of a non-employee director; |
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| ● | Required public disclosure, if any; and |
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| ● | Any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to the Audit Committee’s decision, in its business judgment, in light of the circumstances of the particular transaction. |
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Below we describe any transactions to which we have been a participant, in which the amount involved in the transaction exceeds or will exceed $120,000 and in which any of our directors, director nominees, executive officers, or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest since January 1, 2025.
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| ● | In July 2025, Glenn Sanford, the Company’s Founder, Chief Executive Officer, and Chairman of the Board, made a personal investment of $500,000 through his family office in the Series B financing of Fyxer AI, Inc. (“Fyxer”). In connection with the same financing, the Company, through its wholly owned subsidiary, invested approximately $735,000 to maintain its pro rata ownership interest in Fyxer. Prior to the Series B financing, the Company had invested $1.0 million in Fyxer and is party to an enterprise software license agreement with Fyxer. In connection with the Company’s equity investment, the Company has the right to designate one director to Fyxer’s board, a position currently held by Mr. Sanford. Despite the Company’s right to designate a director, the Company does not exercise significant influence over Fyxer’s operational or financial policies. The Company’s independent directors reviewed and approved (i) Mr. Sanford’s personal investment, (ii) the Company’s additional investment to maintain its pro rata ownership, (iii) the Company’s ongoing commercial relationship with Fyxer, and (iv) Mr. Sanford’s continued service as the Company’s designee to Fyxer’s board, in accordance with the Company’s related-party transaction policy. |
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| ● | In December 2025, eXp World Holdings, Inc., through its wholly owned subsidiary, made a $500,000 investment in a convertible SAFE note issued by Fyxer AI, Inc. (“Fyxer”). The Company’s Founder, Chief Executive Officer, and Chairman of the Board, Glenn Sanford, also holds a minority equity interest in Fyxer through his family office. In connection with the investment, the Company also amended its existing enterprise license agreement with Fyxer to secure certain usage-based cost efficiencies, among other items. The Company’s Audit Committee and disinterested members of the Board reviewed and approved the investment and amended commercial arrangement in accordance with the Company’s related-party transaction policy, determining that the transaction was fair to, and in the best interests of, the Company and its stockholders. |
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None of our current or former directors or executive officers is indebted to us, nor are any of these individuals indebted to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by us. Communications with the Board
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| | Any matter intended for the Board, or for any individual member of the Board, should be directed to our Secretary at 2219 Rimland Drive, Suite 301, Bellingham, WA 98226 with a copy to investors@expworldholdings.com, with a request to forward the communication to the intended recipient. In general, any stockholder communication delivered to us for forwarding to Board members will be forwarded in accordance with the stockholder’s instructions. We reserve the right to not forward to Board members any abusive, threatening, or otherwise inappropriate materials. |
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Board Composition eXp World Holdings, Inc. is guided by a diverse and highly experienced Board, each bringing expertise in their respective fields, including real estate, innovation, finance, corporate governance, and business operations. Many of our directors have held senior leadership positions at large companies, led innovative technology initiatives, and have extensive experience in strategic planning, risk management, and financial oversight. Their collective expertise ensures strong governance and informed decision-making that aligns with the company’s long-term vision and stockholder interests. The Board and Nominating and Corporate Governance Committee are committed to maintaining a balanced composition that reflects the evolving needs of the Company and the industry. Directors contribute a range of perspectives that enhance eXp’s ability to navigate market dynamics, regulatory developments, and technological advancements while upholding the company’s core values of transparency, collaboration, and agent-centric growth. Board refreshment is a priority, ensuring continuity while integrating fresh perspectives. In recent years, the Board has welcomed new directors with backgrounds in sustainability, consumer satisfaction, and corporate strategy to strengthen governance and innovation. Our Board and leadership remain dedicated to fostering an agile, forward-thinking governance structure that supports eXp’s continued success as a global leader in real estate, agent centricity, and cloud-based brokerage innovation. Director Nominations In making its selection of director candidates, the Nominating and Corporate Governance Committee bears in mind that the foremost responsibility of a director is to represent the interests of our stockholders as a whole. Directors are expected to exemplify the highest standards of personal and professional integrity, and to constructively challenge management through their active participation and questioning. The Nominating and Corporate Governance Committee identifies and evaluates nominees for our Board based on these and other factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, expertise in areas relevant to the strategy and operations of our company, diversity, and the extent to which the nominee would fill a present need on our Board. The activities and associations of candidates are also reviewed for any legal impediment, conflict of interest, or other consideration that might prevent service on our Board. The Nominating and Corporate Governance Committee does not have a written policy on the consideration of director candidates recommended by stockholders, as it is the view of the Board that all candidates, whether recommended by a stockholder or the Nominating and Corporate Governance Committee, shall be evaluated based on the same established criteria for persons to be nominated for election to the Board and its committees. The Nominating and Corporate Governance Committee and the Board have deemed it to be in the best interests of the Company and our stockholders to reserve one position on the Board to be filled by an agent of the Company so that our agents’ needs, ideas and concerns are represented on the Board. During 2024, Monica Weakley was re-appointed to this dedicated position. The Nominating and Corporate Governance Committee and Board are proposing that Monica Weakley be reelected as a member of the Board to fill that dedicated position pursuant to this Proxy Statement. Director Nominee Biographical Information
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| Founder Chief Executive Officer Chair of the Board Director since March 2013 Equity Committee | GLENN SANFORD Glenn Sanford, 59, is the founder, Chairman of the Board of Directors, and Chief Executive Officer of the Company. Prior to real estate, Mr. Sanford was an executive with a number of technology-related companies. In 1998, Mr. Sanford founded and served as President for eShippers.com, an online e-commerce and logistics company. Since 2002, Mr. Sanford has been actively involved in the residential real estate space. Mr. Sanford ran a large mega-agent team and consulted to Keller Williams International as a member of the Agent Technology Council in the areas of online client acquisition, client conversion and technology. Mr. Sanford was also a significant contributor to Keller Williams Internet Lead Generation Masterminds. In early 2007, Mr. Sanford launched BuyerTours Realty, LLC and grew the Company to three offices and into two states. After the decline in the real estate market in 2008, Mr. Sanford rewrote the entire business model to reduce costs and provide consumers with more information and access. In October 2009, Glenn Sanford founded and launched eXp Realty, LLC as the first truly cloud-based national real estate brokerage which replaced the traditional brick and mortar environment with a fully-immersive 3D virtual office environment where agents, brokers and staff collaborate across borders while learning and transacting business from anywhere in the world. Since that time, eXp Realty has quickly grown throughout the United States and internationally. | | GLENN SANFORD HAS PROVEN LEADERSHIP IN SCALING THE COMPANY INTO A GLOBAL CLOUD BROKERAGE, WHICH HIGHLIGHTS HIS STRATEGIC FORESIGHT AND COMMITMENT TO INNOVATION, ESSENTIAL FOR GUIDING THE COMPANY’S FUTURE GROWTH. | |
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| Vice-Chair of the Board Director since July 2016 Audit Committee Chair Compensation Committee Nominating & Corp. Gov. Committee | RANDALL MILES For over 25 years, Randall Miles, 69, has held senior leadership positions in global financial services, financial technology and investment banking companies. His extensive investment banking background at bulge bracket, regional and boutique firms advising financial services companies on strategic and capital structure needs has crossed many disciplines. Mr. Miles’ transactional and advisory experience is complemented by leadership roles at public and private equity backed financial technology, specialty finance and software companies that have included Chairman and CEO at LIONMTS where he was nominated for the Ernst & Young Entrepreneur of the Year award, CEO at Syngence Corporation, COO of AtlasBanc Holdings Corp. and CEO of Advantage Funding / NAFCO Holdings. Mr. Miles is Managing Partner at SCM Capital Group, a global strategic and capital structure advisory firm, where he has served since 2003. Previously, he served as Head of Investment Banking at Tigress Financial Partners, Managing Director at Riparian Partners, a division of Oppenheimer & Co., Inc. as Senior Managing Director, and Head of FIG and COO, Investment Banking at Cantor Fitzgerald & Co. Mr. Miles has held senior leadership roles at Oppenheimer & Co., D.A. Davidson and Co., The First Boston Corporation (Credit Suisse), Meridian Capital and Greenwich Capital Markets. Mr. Miles has broad public, private and nonprofit board experience and has been active for many years in leadership roles with the Make-A-Wish Foundation. He presently serves on the boards of RESAAS Services Inc., Kuity, Corp., Arthur H. Thomas Company as Independent Director, Chairman, and Vice Chairman respectively. Mr. Miles holds a BBA from the University of Washington and holds FINRA licenses Series 7, 24, 63 and 79. | | RANDALL MILES BRINGS VALUABLE EXPERTISE IN STRATEGIC LEADERSHIP AND FINANCE, CONTRIBUTING CRITICAL INSIGHTS AND SKILLS NECESSARY TO SUPPORT THE COMPANY’S AMBITIONS IN EXPANDING ITS FOOTPRINT AND ENHANCING STOCKHOLDER VALUE. | |
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| Director since November 2018 Compensation Committee Chair Audit Committee | DAN CAHIR Dan Cahir, 43, has more than 15 years of experience managing public and private equity investments across a variety of industries. Currently, Mr. Cahir serves as the Chief Executive Officer and Chief Investment Officer of Sapling Capital, LLC, positions he has held at Sapling Capital, LLC and its related entities since June 2018. From June 2013 to June 2018, Mr. Cahir served as a portfolio manager at Long Light Capital, managing a public equity portfolio and evaluating venture capital and private equity investments and allocations to external fund managers. From September 2011 to April 2013, Mr. Cahir was a member of the investment team at Ziff Brothers Investments, a private investment firm. From August 2007 to September 2009, Mr. Cahir was a member of the investment team at Madrone Capital Partners where he led the analysis on venture capital, private equity and public equity investments. Mr. Cahir began his career in September 2005 with Bain & Co., where he advised Fortune 500 and private equity clients on M&A, growth and efficiency initiatives until June 2007. Mr. Cahir completed his studies and earned his Bachelor of Arts Degree in Economics in 2005, graduating with the summa cum laude distinction from Claremont McKenna College and completed his studies and earned a Master of Business Administration from Harvard Business School in 2011. | | DAN CAHIR’S EXPERTISE IN FINANCE AND RISK MANAGEMENT AND EXPERIENCE ADVISING FORTUNE 500 CLIENTS ON M&A, GROWTH STRATEGIES, AND COST-CUTTING, IS IDEALLY SUITED FOR THE BOARD. HIS STRATEGIC INSIGHTS ARE PIVOTAL FOR GUIDING THE COMPANY THROUGH FINANCIAL COMPLEXITIES, DRIVING SUSTAINABLE EXPANSION, AND MAXIMIZING STOCKHOLDER VALUE. | |
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| Director since June 2022 Agent Director Sustainability Committee | MONICA WEAKLEY Monica Weakley, 57, joined eXp Realty as an independent contractor real estate agent in July 2017. Ms. Weakley has more than 20 years of experience in the real estate industry, including being a team leader. Ms. Weakley has also been coaching and training agents since 2007 and founded her own real estate referral service company, GhostPostr, in 2019. In 2021, Ms. Weakley joined the Company’s Agent Advisory Council which represents the interests of agents to the Board and other Company leadership. Ms. Weakley completed her studies and earned her Bachelor of Science in Speech/Communications from Denison University in 1990. | | MONICA WEAKLEY’S DEEP INDUSTRY INSIGHTS FROM HER SUCCESSFUL CAREER IN REAL ESTATE COACHING AND AS A TOP AGENT MAKE HER A STRATEGIC ASSET TO THE BOARD, OFFERING IMPORTANT PERSPECTIVES ON AGENT SUCCESS AND MARKET STRATEGY ESSENTIAL FOR THE COMPANY’S CONTINUED GROWTH AND INNOVATION. | |
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| Director since January 2023 Nominating & Corp. Gov. Committee Chair Sustainability Committee Chair Audit Committee | PEGGIE PELOSI Peggie Pelosi, 70, has more than 20 years of experience as a sales and network development professional and 15 years of experience as a corporate social responsibility and sustainability practitioner. Ms. Pelosi serves as the founding partner and strategic advisor of Orenda Social Purpose, positions she has held since September 2005. Until March 2023, she has also served as the Executive Director of Innovators Alliance, a network of CEOs focused on sustainable and profitable growth through innovation. Prior to her career and academic work in corporate social responsibility and sustainability, Ms. Pelosi served as a member of USANA Health Sciences, Inc.’s (“USANA”) management team, first as Executive Director of Sales for Canada from 1999 until 2000 and then as Vice President of Network Development from 2000 until 2004. Since 2018, Ms. Pelosi has served as a member of USANA’s Board of Directors and currently serves on USANA’s Audit Committee, Compensation Committee, Governance, Risk & Nominating Committee, and serves as Chair of the Sustainability Committee. Ms. Pelosi has received a graduate diploma from St. Michael’s College at the University of Toronto in Corporate Social Responsibility & Sustainability, and has completed the NACD Directorship Certification (NACD.CD) and the ESG Competent Boards Director Certification (GCB.D). | | PEGGIE PELOSI’S LEADERSHIP IN CORPORATE SOCIAL RESPONSIBILITY AND HER VAST EXPERIENCE IN SALES AND NETWORK DEVELOPMENT UNIQUELY QUALIFY HER FOR THE BOARD, ALIGNING WITH THE COMPANY’S COMMITMENT TO SUSTAINABLE GROWTH. | |
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| Director since September 2023 Nominating & Corp. Gov. Committee Compensation Committee Sustainability Committee | FRED REICHHELD Fred Reichheld, 74, has more than 45 years of experience as a leading expert on customer and employee loyalty. Mr. Reichheld joined Bain & Company, Inc., a global business consulting firm, in 1977, was elected to the partnership of Bain & Company, Inc. in 1982, and was elected as the first Bain Fellow in January 1999, a position he continues to hold currently. Mr. Reichheld is the creator of the Net Promoter® system of management and founded Bain’s Loyalty practice, which helps clients achieve superior results through improvements in customer, employee, partner and investor loyalty and has also served in a variety of other roles, including as a member of Bain & Company’s Worldwide Management, Nominating, and Compensation Committees. Mr. Reichheld is a frequent speaker to major business forums and groups of CEOs and senior executives worldwide and has authored several books, including Winning on Purpose and The Ultimate Question 2.0. Since 2015, Mr. Reichheld has served as a member of FirstService Corp.’s Board of Directors and currently serves on its Nominating and Corporate Governance Committee. Since 2020, Mr. Reichheld has also served as a member of Bilt, Inc.’s Board of Directors. Mr. Reichheld received his Bachelor of Arts in Economics from Harvard University and his Master of Business Administration from Harvard Business School. | | FRED REICHHELD’S EXPERTISE IN CUSTOMER LOYALTY AND AS CREATOR OF THE NET PROMOTER SCORE SYSTEM POSITIONS HIM AS AN ESSENTIAL ASSET TO THE BOARD, OFFERING STRATEGIC GUIDANCE ON ENHANCING AGENT SATISFACTION AND FOSTERING A GROWTH-ORIENTED, AGENT-CENTRIC CULTURE. | |
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Non-Employee Director Compensation GENERAL Our non-employee director compensation program is intended to enhance our ability to attract, retain and motivate directors of exceptional ability and to promote the common interest of directors and stockholders in enhancing the value of the common stock. The Board reviews and approves director compensation. The Compensation Committee, in cooperation with the Nominating and Corporate Governance Committee, reviews and makes recommendations to the Board on director compensation. The Compensation Committee has the authority to engage a consulting firm to evaluate director compensation. Immediately prior to our 2025 Annual Meeting, the Board was comprised of Glenn Sanford, Randall Miles, Dan Cahir, Monica Weakley, Peggie Pelosi, and Fred Reichheld. At our 2025 Annual Meeting, our stockholders reappointed those six directors to our Board. During the year ended December 31, 2025, all directors except Mr. Sanford qualified as non-employee directors; Mr. Sanford did not receive compensation for his directorship activities, and Mr. Sanford’s compensation for his services as an employee is discussed under “Compensation Discussion and Analysis – Elements of Individual Executive Compensation”. While Ms. Weakley is an independent contractor real estate agent affiliated with eXp Realty, LLC (“eXp Realty”) brokerage, she is not an employee of the Company or any of its subsidiaries, including eXp Realty. During the year ended December 31, 2025, Ms. Weakley received compensation for her directorship activities in addition to her real estate agent commission and related income earned in her capacity as an independent contractor real estate agent affiliated with eXp Realty, as described below. INDEPENDENT DIRECTOR COMPENSATION Under our independent director compensation policy, independent directors receive standardized cash retainers and equity awards in lieu of individual compensatory arrangements. Our independent directors for this purpose are Mr. Miles, Mr. Cahir, Ms. Pelosi, and Mr. Reichheld. The Board believes that this policy provides for transparency and parity of compensation among independent directors. Pursuant to that policy, independent directors are eligible to receive $200,000 in annual cash compensation, paid monthly. Independent directors that assume leadership roles are eligible to receive additional annual cash compensation, paid monthly, as follows: $25,000 for the Board’s Vice Chair; $50,000 for the Audit Committee Chair; $25,000 for the Compensation Committee Chair; $25,000 for the Nominating and Corporate Governance Committee Chair; and $25,000 for the Sustainability Committee Chair. In 2025 and prior years, when an independent director was first elected to the Board, he or she was granted a stock option award with a grant date accounting fair value of approximately $300,000. Those stock options vest monthly in equal installments over three years, subject to continued service. Additionally, each independent director was eligible to receive additional annual stock option grants beginning upon the commencement of his or her fourth year of directorship and each year thereafter, with each annual grant having a grant date accounting fair value of approximately $100,000 per year. Those stock options vest monthly in equal installments over three years, subject to continued service. During December 2025, the Compensation Committee recommended, and the Board approved, changes to the Company’s non-employee director equity compensation program. Effective for directors elected at or after the Company’s 2026 Annual Meeting of Stockholders, the Company eliminated initial and ongoing stock option grants for non-employee directors and transitioned to annual equity awards in the form of restricted stock units (“RSUs”). Under the revised program, when an independent director is first elected to the Board, he or she will receive an annual RSU award with a grant date accounting fair value of approximately $100,000, vesting in full on the earlier of the business day immediately preceding the next Annual Meeting of Stockholders or the one-year anniversary of the director’s election to the Board, subject to continued service. The changes were recommended by the Compensation Committee following a review of peer company director compensation practices and were intended to ensure that director equity compensation remains competitive, better aligned with stockholder interests, and structured to attract, retain, and incentivize highly qualified directors to provide sustained engagement and strategic contribution to the Company. Otherwise, the Compensation Committee and the Board determined that the current compensation program and levels in place for our independent non-employee directors continue to attract, retain and reward qualified independent non-employee directors, consistent with market practices and the demands placed on our Board. 2025 COMPENSATION FOR INDEPENDENT DIRECTORS For the year ended December 31, 2025, the following persons received the compensation set forth below for their directorship activities:
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| ● | Mr. Miles’s cash compensation was $275,000 and he was granted a stock option having a grant date accounting fair value of $99,975 on July 31, 2025, which vests monthly in equal installments over three years, subject to continued service; |
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| ● | Mr. Cahir’s cash compensation was $225,000 and he was granted a stock option having a grant date accounting fair value of $40,005 on November 29, 2025, which vests monthly in equal installments through April 23, 2026, subject to continued service. Given the proximity of Mr. Cahir’s stock grant to the effective date of the Company’s new non-employee director compensation program, the stock grant was pro-rated to reflect the limited service period between the grant date and that effective date, and the vesting terms were structured so that vesting would not extend beyond that effective date. |
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2025 COMPENSATION FOR REAL ESTATE AGENT DIRECTOR SEAT Under our rotating agent director compensation policy, our dedicated agent director is eligible to receive $50,000 in annual cash compensation for director services, paid monthly, and an annual stock option award with a grant date accounting fair value of $25,000, which vests monthly in equal installments over one year, subject to continued service. The Compensation Committee reviewed this compensation during 2025 and determined that it remains appropriate in light of the role’s responsibilities, market practices, and the Company’s compensation philosophy. During 2025, Ms. Weakley filled the dedicated agent director position. For the year ended December 31, 2025, Ms. Weakley received cash compensation of $50,000 for her directorship activities and she was granted a stock option award having a grant date fair value of $25,001 on June 19, 2025, which vests monthly in equal installments over one year, subject to continued service. Additionally, for the year ended December 31, 2025, Ms. Weakley received the following compensation in her role as an independent contractor real estate agent of eXp Realty and not in connection with her directorship activities:
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| ● | stock awards with a grant date accounting fair value of $11,030 under our Agent Growth Incentive Program; |
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| (2) In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock option awards granted during 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”), excluding estimated forfeitures. The assumptions used in the valuation of these stock options are consistent with the valuation methodologies specified in Note 9 - Stockholders’ Equity to our consolidated financial statements included in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2025. During the year ended December 31, 2025, all awards granted were granted under the Company’s 2024 Equity Incentive Plan. |
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| (4) As of December 31, 2025, Mr. Miles held outstanding stock options covering 103,818 shares and did not hold any unvested stock awards. |
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| (6) As of December 31, 2025, Mr. Cahir held outstanding stock options covering 200,091 shares and did not hold any unvested stock awards. |
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| (8) As of December 31, 2025, Ms. Weakley held outstanding stock options covering 15,041 shares and unvested stock awards covering 1,773 shares. |
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| (11) As of December 31, 2025, Ms. Pelosi held outstanding stock options covering 33,371 shares and did not hold any unvested stock awards. |
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| (13) As of December 31, 2025, Mr. Reichheld held outstanding stock options covering 25,063 shares and did not hold any unvested stock awards. |
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We reimburse our non-employee directors for expenses incurred in connection with their directorship services, including attending Board and committee meetings, assisting with other Company business, such as meeting with potential officer and director candidates, as well as continuing director education. In limited circumstances, the Board may authorize additional compensation to directors for service on a special committee, in recognition of the time and responsibilities associated with such service. Under our Revenue Share Plan, real estate professionals affiliated with the Company (including Ms. Weakley) are paid a portion of the Company’s commission for their contribution to Company growth, including transactions executed by the participant’s frontline qualifying active agents. Under the Agent Growth Incentive Program, agents and brokers of the Company (including Ms. Weakley) receive RSUs (i) upon the agent’s or broker’s first completed transaction with the Company during specified anniversary years, cliff-vesting after three years, subject to continued service; (ii) upon the first completed transaction with the Company by an agent or broker whom the awarded agent or broker most influenced to join, cliff-vesting after three years, subject to continued service of both the awarded agent or broker and the influenced agent or broker; (iii) upon the agent or broker achieving non-reduced “capped status” during specified anniversary years, cliff-vesting after three years, subject to continued service; and (iv) upon the agent or broker achieving certain “ICON Agent” award requirements during specified anniversary years, cliff-vesting after three years or one year, subject to continued service, or vesting immediately, depending on the “ICON Agent” award type. Ms. Weakley is a participant in the Company’s Revenue Share Plan, Agent Growth Incentive Program, and Agent Equity Program in her capacity as an independent contractor real estate agent of the Company, and not in her role as a director, and would continue to receive those benefits similar to other comparable agents and brokers affiliated with the Company even after ceasing her directorship services so long as she maintains an active real estate license and is not affiliated as an agent or broker with a competitive brokerage. Executive Officers The names of our executive officers and their ages, their positions with our Company, and other biographical information, as of the date of this proxy statement, are set forth below. Executive officers are appointed by our Board of Directors to hold office until their successors are elected and qualified and serve in such capacity until termination, resignation or change of job duties. There are no family relationships among our executive officers.
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| Name | Position | Age | Date First Elected, Appointed or Hired | | Glenn Sanford | Director, Chairman, Chief Executive Officer (EXPI) | 59 | March 12, 2013 | | Jesse Hill | Chief Financial Officer | 38 | January 21, 2019 | | James Bramble | Chief Legal Counsel, General Counsel, and Corporate Secretary | 56 | March 18, 2019 | | Leo Pareja | Chief Executive Officer, eXp Realty | 43 | May 23, 2022 | | Wendy Forsythe | Chief Marketing Officer, eXp Realty | 54 | April 22, 2024 |
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BUSINESS EXPERIENCE OF OUR EXECUTIVE OFFICERS The following is a brief description of the business experience and education during at least the past five years of each executive officer, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
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| Glenn Sanford | Mr. Sanford’s business experience and education can be found under “Directors - Director Nominee Biographical Information.” | | Jesse Hill | Mr. Hill joined eXp Realty as Senior Financial Analyst in January 2019. He was appointed eXp Realty’s Finance Manager in March 2020 and Director of Finance, Virbela/Frame in January 2021. In July 2021, Mr. Hill was appointed as Senior Director of Finance through November 2024 when he was promoted to VP, eXp Global & Corporate FP&A, a position he held until April 2025 when he was appointed Interim Chief Financial Officer of the Company. On July 1, 2025, Mr. Hill was appointed as Chief Financial Officer of the Company. Mr. Hill is responsible for leading and developing the Company’s global accounting, finance practices and procedures. He also ensures the preparation and analysis of all financial reports comply with applicable regulations. Mr. Hill has over fifteen years of finance leadership experience spanning global FP&A, accounting, financial systems, and data analytics across large, complex, and geographically dispersed multinational businesses. Before joining the Company, Mr. Hill was a Senior Financial Analyst at General Motors Company (April 2018 – March 2019), a Financial Analyst II at Nissan Motor Corporation (January 2016 – April 2018), and held multiple finance roles at The Walt Disney Company (June 2011 – September 2014). Mr. Hill holds a Bachelor of Science in Business Administration with a focus in Finance from the University of Central Florida. In October 2025, Mr. Hill completed the Emerging CFO Program through the Wharton Institute of Executive Education. |
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| James Bramble | Mr. Bramble joined the Company as its Chief Legal Counsel and General Counsel on March 18, 2019. Mr. Bramble was appointed as the Company’s Corporate Secretary on October 1, 2019. As Chief Legal Counsel and General Counsel, Mr. Bramble oversees the company’s legal affairs, including corporate governance, litigation and compliance. Mr. Bramble has over 25 years of international business experience and has transformed the Company’s legal and compliance functions to empower an agent-centric, globally-scaled organization. Mr. Bramble is an active member of the Association of Corporate Counsel (ACC) and is a licensed real estate agent. Mr. Bramble champions eXtend a Hand, the Company’s affiliated charitable foundation and leverages his expertise in service of his community and on non-profit and private company boards. Recently, Mr. Bramble served as Chief Legal Officer, General Counsel and Corporate Secretary at USANA, a producer of nutritional products, dietary supplements and skincare products, from February 1998 until 2018. Mr. Bramble is a graduate of University of Utah where he obtained his B.S. (majoring in Political Science) and J.D. | | Leo Pareja | Mr. Pareja joined the Company as its President of Affiliated Services in July 2022 and was subsequently promoted to Chief Strategy Officer, eXp Realty in November 2022. In April 2024, Leo Pareja was promoted to Chief Executive Officer, eXp Realty. As Chief Executive Officer, Mr. Pareja leads eXp Realty with a focus on enhancing its industry-leading agent-centric model, driving innovation, and optimizing organizational strategies to support sustainable growth and long-term success. Mr. Pareja brings more than 20 years of real estate experience and has been recognized as a top real estate agent in RealTrends’ The Thousand report, a No. 1 agent on the National Association of Hispanic Real Estate Professionals’ (“NAHREP”) Top 250 list and a 30 under 30 agent in Realtor® Magazine. Mr. Pareja co-founded one of the largest private lending companies on the U.S. East Coast, as well as a fast-growing Multiple Listing Service (“MLS”) technology vendor. He has served as founding president of NAHREP’s Metro D.C. chapter, and later as national president for the organization. Prior to joining the Company, Mr. Pareja cofounded Remine, Inc. in January 2016, where he served as CEO and President until October 2021 when Remine, Inc. was acquired by MLS Technology Holdings, LLC, and Mr. Pareja transitioned to Chief Strategy Officer. While at Remine, Mr. Pareja oversaw and managed the creation and growth of the MLS technology suite of services, which served over 1,000,000 real estate professionals in North America. Mr. Pareja is a graduate of George Mason University where he obtained his B.A. in Integrated Studies. |
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| Wendy Forsythe | Wendy Forsythe joined eXp Realty as its Chief Marketing Officer in April 2024. In this role, she is responsible for developing and executing eXp Realty’s global marketing strategies, enhancing brand visibility, and empowering its agents worldwide. She oversees all aspects of marketing, including brand management, advertising, digital marketing, and public relations, with a focus on strengthening eXp Realty’s position as an industry leader. Currently, Ms. Forsythe also acts as Chief Executive Officer of Believe Your Potential, LLC, a consulting firm focusing on executive leadership and marketing strategy. Prior to that, Ms. Forsythe was President of Compass’ California, Hawaii & Nevada region from October 2022 to October 2023, where she led regional operations supporting approximately 9,000 agents and over 300 regional staff. She was responsible for driving revenue, increasing agent retention, and expanding ancillary services such as title, escrow, and mortgage. From September 2019 to October 2022, Ms. Forsythe served as Chief Strategy Officer at Fathom Holdings (Nasdaq: FTHM), overseeing strategic initiatives across its real estate, mortgage, title, insurance, and technology businesses. She played a key role in expanding Fathom Realty’s agent count, completing multiple acquisitions, and guiding the company through a successful IPO. Previously, Ms. Forsythe was Chief Operating Officer at HomeSmart International from September 2017 to June 2019, leading the operations of a 16,000-agent brokerage network. Before that, she held executive roles at Carrington Real Estate Services, Better Homes and Gardens Real Estate (Realogy), and Royal LePage. Ms. Forsythe earned her Bachelor of Business Administration with a focus on Marketing and Human Resources from Acadia University. |
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Compensation Discussion and Analysis This Compensation Discussion and Analysis describes our compensation program for, and the decisions during the fiscal year ended December 31, 2025 regarding the compensation of, the below named executive officers (and their positions as of December 31, 2025) (our NEOs):
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| ● | Glenn Sanford, Chief Executive Officer (eXp World Holdings, Inc.); |
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| ● | Kent Cheng, former Chief Accounting Officer (eXp Realty) and former Principal Financial Officer (eXp World Holdings, Inc.); |
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| ● | Jesse Hill, Chief Financial Officer and Principal Financial Officer (eXp World Holdings, Inc.); |
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| ● | James Bramble, Chief Legal Counsel, General Counsel, and Corporate Secretary (eXp World Holdings, Inc.); |
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| ● | Leo Pareja, Chief Executive Officer (eXp Realty); and |
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| ● | Wendy Forsythe, Chief Marketing Officer (eXp Realty). |
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Despite a stagnating U.S. real estate transaction environment, we continued to grow revenue during 2025, and maintained positive consolidated adjusted EBITDA (consolidated adjusted EBITDA is a non-GAAP measure; please see Appendix 1 of this Proxy Statement for a definition of this term and reconciliation with the most directly comparable GAAP measure). Our agent-centric model and value proposition, scale and superior efficiency enable us to invest in the success of our agents. ADVISORY VOTE ON NEO COMPENSATION We submit to our stockholders on an annual basis a proposal for a (non-binding) advisory vote to approve the compensation of our named executive officers for the prior fiscal year (“say-on-pay”). The Compensation Committee considers, among other things, the outcome of this vote when evaluating our compensation principles, designs and practices. At our 2025 Annual Meeting, our stockholders expressed strong support for our named executive officer compensation program for 2024, with approximately 99.5% percent of shares that voted cast in favor of approval of our compensation program for named executive officers. The Compensation Committee believes these results reflect our stockholders’ affirmation of our NEO compensation program, and, accordingly, the Compensation Committee made no changes to our NEO compensation program in response to this vote. Nevertheless, the Compensation Committee regularly reviews and adjusts the program as needed to ensure it remains competitive and aligned with the best interests of the Company and its stakeholders. COMPENSATION-SETTING PROCESS NEO compensation is reviewed regularly by the Compensation Committee and proposed to the Board as part of an ongoing, iterative process. The Compensation Committee reviews NEO compensation matters throughout the year, including in connection with quarterly meetings, and makes recommendations to the Board, which retains final decision-making authority with respect to NEO compensation other than the CEO. In setting and reviewing NEO compensation, the Compensation Committee and the Board consider a range of qualitative and quantitative factors, including:
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| ● | The design and internal consistency of the Company’s NEO compensation framework, including alignment across similarly situated roles and clarity in cash and equity components; |
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| ● | Market reference data derived from broad-based third-party and peer information in order to obtain a general understanding of current compensation practices; |
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To date, the Company has not received advice from any compensation consultants regarding our NEO compensation setting process. During 2025, the Compensation Committee reviewed NEO compensation structure and practices across multiple meetings, with a particular focus on simplifying compensation design, improving predictability and transparency, and reinforcing long-term equity compensation as the primary mechanism for aligning NEO incentives with stockholder interests. Except as specifically described herein, the Compensation Committee does not affirmatively set out in any given year, or with respect to any given NEO, to apportion compensation in any specific ratio among the various categories of compensation (i.e., between cash and non-cash compensation, short-term and long-term compensation, or between non-performance based and performance-based compensation). Rather, the Compensation Committee uses the principles described below, and the factors described for each category in the discussion that follows, as a guide in assessing the proper allocation among those categories. The Compensation Committee also does not formally “benchmark” compensation against peers. Rather, the Compensation Committee retains discretion to make adjustments based on the factors described above and considers competitive market practices as one factor in its deliberations. OUR COMPENSATION PHILOSOPHY Our NEO compensation program is designed to (1) attract, retain and incentivize leadership in a manner that is market-based and transparent, (2) promote retention, (3) drive and grow our business over the long-term, (4) support business continuity, and (5) reward our NEOs for delivering financial, operational and strategic results. We believe that the compensation of our NEOs accurately reflects their contributions to our growth and success, aligns with our annual financial results and the interests of our stockholders, and adheres to sound executive compensation policies and practices. ELEMENTS OF INDIVIDUAL NEO COMPENSATION In 2025, we structured the annual compensation of our NEOs using three key elements: base salary, discretionary cash bonus opportunities, and long-term equity incentive opportunities. In late 2025, the Compensation Committee recommended, and the Board approved, a cost-neutral change to our NEO compensation program that eliminated the discretionary cash bonus opportunity for non-CEO named executive officers beginning in 2026. To maintain overall market competitiveness and recognize the associated forfeiture of maximum bonus opportunities, the Committee approved corresponding increases to base salaries, resulting in a balanced, cost-neutral adjustment to target total direct compensation. As a result, beginning in 2026, the primary elements of compensation for our non-CEO NEOs will consist solely of base salary and long-term incentive opportunities. We believe this streamlined structure enhances the focus on sustainable long-term performance and more closely aligns our non-CEO NEOs’ interests with those of our stockholders. BASE SALARY Base salary represents the customary, fixed portion of NEO compensation intended to attract and retain talented individuals. Generally, we establish the initial base salaries of our NEOs through arm’s-length negotiation during hiring, which considers the officer’s relevant position, qualifications, experience, and the base salaries of our other executive officers. Our NEO base salaries are reviewed annually and adjusted as necessary or appropriate, taking into account the factors above and the Company’s performance, by the Compensation Committee and the Board. Ms. Forsythe received a merit salary increase to $500,000 in her capacity as Chief Marketing Officer, effective February 15, 2025, prior to her appointment as an executive officer. In connection with her appointment as an executive officer, the Compensation Committee and the Board determined that her salary was competitive and consistent with the Company’s overall compensation philosophy and did not require adjustment. In connection with Mr. Hill’s appointment as Interim Chief Financial Officer effective April 1, 2025, the Compensation Committee recommended, and the Board approved, an adjustment to Mr. Hill’s annual cash compensation from a base salary of $200,000 with a 25% target annual bonus opportunity to an annual base salary of $450,000 with no annual bonus opportunity. The Compensation Committee and the Board determined that the adjustment was fair and reasonable in light of several factors, including the interim nature of the appointment pending the search for a permanent Chief Financial Officer, and their view that the compensation structure appropriately balanced fiscal responsibility with the need to ensure leadership continuity and financial stability. In addition, the Compensation Committee and the Board determined that the adjustment was consistent with the anticipated elimination of annual bonus opportunities for non-CEO named executive officers, as described above. In connection with Mr. Hill’s appointment to permanent Chief Financial Officer on July 1, 2025, the Compensation Committee recommended, and the Board approved, an increase in Mr. Hill’s annual base salary to $600,000. In making this adjustment, the Compensation Committee and the Board considered the increased scope, complexity, and visibility of Mr. Hill’s responsibilities in connection with his role as the Company’s permanent Chief Financial Officer. The Compensation Committee and the Board further determined that the approved compensation level was consistent with the Company’s NEO compensation philosophy, reflecting Mr. Hill’s internal advancement, demonstrated performance, and expanded leadership responsibilities, and remains aligned with the guiding principles of pay simplicity, long-term value creation, and fiscal discipline. Except as described above, no other changes to base salaries were deemed warranted at the time of the 2025 annual review; provided, however, that Compensation Committee determined to continue its evaluation of executive compensation on an ongoing basis and recognizes that adjustments may be made in the future as roles, responsibilities, performance, market conditions, and the Company’s strategic priorities continue to evolve. The year-end annualized base salaries of our NEOs for 2025 and 2024 were:
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ANNUAL AND OTHER CASH BONUS OPPORTUNITIES During 2025, our NEOs, except for Messrs. Sanford and Hill, were eligible to participate in the Company’s discretionary annual cash bonus program, described below. Mr. Sanford is eligible to receive quarterly revenue share cash bonuses in connection with his employment, as described below. Sanford Cash Bonus: During each calendar quarter of his ongoing employment service, Mr. Sanford is eligible to receive a cash bonus. In determining such bonus, the Company takes into account, as one factor, the amount that his revenue share, were Mr. Sanford still participating in the Company’s Revenue Share Plan, exceeds his salary during such calendar quarter, subject to the Company’s revenue growing 30% annually, as determined in the Board’s discretion. Mr. Sanford is not eligible to receive any additional cash bonuses. When establishing this bonus opportunity, the Board considered that Mr. Sanford’s revenue share would continue even after ceasing to be an employee of the Company. As part of the Compensation Committee’s 2025 review of executive compensation, the Committee reviewed Mr. Sanford’s bonus eligibility and the structure of this arrangement and determined that no changes were warranted at that time. The Compensation Committee continues to evaluate Mr. Sanford’s overall compensation as part of its ongoing review of executive compensation and may recommend adjustments in the future as circumstances evolve. During 2025, Mr. Sanford did not receive any quarterly revenue share cash bonuses as the Company did not achieve 30% annual revenue growth during any period. Cheng PFO Cash Bonus: As previously disclosed, the Board approved a $10,000 monthly cash bonus for Kent Cheng in connection with his assumption of the additional role of Principal Financial Officer, effective December 1, 2023. That bonus continued during 2025 on the same terms and was paid through March 31, 2025, at which time Mr. Cheng’s service as Principal Financial Officer concluded. This bonus automatically ceased upon the end of Mr. Cheng’s service in that role.
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| Named Executive Officer | 2025 Bonus Payment | | Kent Cheng | $30,000 |
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Annual Cash Bonus Program: During 2025, our discretionary annual cash bonus program, paid quarterly, was an “at-risk” component of our NEO compensation program that was designed to motivate our NEOs’ to contribute to Company success. The aggregate annual bonus amount that each participating NEO could earn is negotiated in each NEO’s offer letter as a percentage of his or her base salary and could be adjusted upon determination by the Board from time-to-time. The targets were not changed in 2025. Annual bonuses were paid in equal quarterly installments, following review and approval by the Compensation Committee each quarter. The Compensation Committee retains full discretion to determine annual bonus outcomes based on overall assessment of Company and individual performance. The evaluations are inherently holistic, incorporating factors such as the quality and sustainability of results, leadership effectiveness, strategic impact, and the creation of long‑term value for stockholders. This flexible framework enables informed judgments that align compensation outcomes with the Company’s performance trajectory and pay philosophy. During 2025, the Compensation Committee determined that each NEO satisfied the conditions to receive quarterly bonuses at 100% of target. The aggregate quarterly target bonus payment amounts for 2025 and actual aggregate quarterly bonus payment amounts earned in 2025 are set forth below:
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| | Target 2025 | | | | | Bonus Opportunity (as | | | | | a percentage of base | Target 2025 Bonus | | | Named Executive Officer | salary) | Opportunity | 2025 Bonus Payment(1) | | Kent Cheng(2) | 50% | $100,000 | $100,000 | | Jesse Hill(3) | 25% | $12,500 | $12,500 | | James Bramble | 50% | $241,500 | $241,500 | | Leo Pareja | 50% | $375,000 | $375,000 | | Wendy Forsythe(4) | 50% | $192,938 | $192,938 |
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| (1) Excludes bonus payments made to named executive officers in 2025 which were earned in 2024, and includes bonus payments made to named executive officers in 2026 which were earned in 2025. |
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| (3) As described above, Mr. Hill was appointed as Chief Financial Officer on April 1, 2025 and ceased to qualify for any bonus opportunity as of that date. |
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Employee Recruitment Bonus Program: During 2025, the Company maintained an employee referral program designed to encourage the recruitment of qualified candidates for full-time positions. Under this program, eligible employees may receive a $1,000 cash bonus for referring a candidate who is hired through the employee’s custom Jobvite posting and remains employed with the Company for at least 90 days. Contractors and former employees (rehired individuals) are not eligible to participate, and referrals must be submitted prior to the candidate’s application for employment. During 2025, Mr. Hill received a $1,000 cash bonus under this program. LONG-TERM INCENTIVE COMPENSATION (EQUITY AWARDS) The Compensation Committee and our Board believe long-term equity compensation is in the best interests of the Company and our stockholders because it is an effective way to focus our NEOs on driving increased stockholder value over a multi-year period, provides a reward for appreciation in our stock price and long-term value creation, and motivates our NEOs to remain employed with us. Equity Award Grant Practices: During 2025, the Board continued its established approach to long-term equity compensation for named executive officers, granting a combination of time-based RSUs and stock options. This approach reflects the Board’s view that a balanced equity mix appropriately aligns executive incentives with long-term stockholder value creation, sustained Company performance, and continued service. The Compensation Committee influences NEO long-term equity compensation, recommending awards to the Board for approval. In making these recommendations, the Compensation Committee considers the potential dilutive effects to stockholders, industry practices, outstanding equity holdings of each NEO, stock-based compensation expense, and long-term incentive compensation trends. Further, the Board evaluates the mix, timing, and size of equity awards in light of each executive’s role, responsibilities, and scope of impact, as well as the Company’s long-term strategy and equity overhang considerations. Equity awards are generally subject to multi-year vesting requirements designed to promote long-term alignment and retention. All 2025 equity compensation grants are governed by and administered under the 2024 Equity Incentive Plan. The Company’s practice for initial equity grants for NEOs provides a blend of stock option awards and restricted stock units, which typical vest monthly or quarterly in equal installments over a three-year period. Initial grants are made in order to attract highly talented individuals, compensate them for equity compensation opportunities forfeited at their prior employers, if applicable, and to immediately focus them on driving increased stockholder value over a multi-year period. Initial NEO grants are typically made upon the date of hire. Depending on Board discretion and considerations unique to each NEO, NEOs may also receive additional annual equity awards commencing after their initial equity awards have fully vested. Such grants are typically intended to renew the incentive and retention power of long-term equity incentives as outstanding awards vest, and to allow us to review and, if in our best interests, recalibrate our long-term incentive program on an annual basis. NEOs may also receive off-cycle stock grants in lieu of annual or recurring grants when necessary to address retention risks, recognize extraordinary contributions, or align incentives with evolving Company goals. Glenn Sanford Award Compensation: In 2023, the Board approved a long-term incentive equity award for Mr. Sanford in order to incentivize and retain his services and align with industry trends. This award covered 167,500 shares, vesting in three equal installments on each one-year anniversary of the grant date over three years, subject to continued service, provided that, in each case, the Company’s market cap weighted stock price appreciation over an annual measurement period exceeds the average market cap weighted stock price appreciation over the same period of the following peer companies: RE/MAX Holdings, Inc. (RMAX), Compass, Inc. (COMP), Redfin Corp. (RDFN), and Anywhere Real Estate Inc. (HOUS). If, at any time during a measurement period, any peer company ceases to be publicly traded, such company will be excluded from the comparison for periods following the date it ceases to be publicly traded, and the performance comparison will be based solely on the remaining publicly traded peer companies. If the performance condition is not met in a given year, the corresponding tranche is forfeited, and any remaining unvested tranches continue to be eligible for vesting in subsequent years based on performance during those periods. For the first measurement period, covering the period from September 28, 2023 through September 27, 2024, the Company’s market capitalization weighted stock price appreciation did not exceed the average market capitalization weighted appreciation of the peer group. As a result, the first tranche of 55,833 options did not vest and was forfeited. For the second vesting tranche, the Company’s stock price appreciation was calculated from the first anniversary of the grant date through the second anniversary and compared against the average market cap weighted stock price appreciation of the peer group, and the results were as follows:
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As the Company’s market cap weighted stock price appreciation did not exceed the peer group’s average market cap weighted stock price appreciation during the performance period, the second 1/3 installment of the option grant (55,833 shares) did not vest and were forfeit. 2025 NEO Award Compensation: During 2025, the Board continued to utilize time-based equity awards as a core component of long-term incentive compensation, with vesting schedules designed to promote alignment with long-term stockholder value and continued service. In connection with her appointment as an executive officer in her capacity as Chief Marketing Officer on February 22, 2025, Ms. Forsythe received a one-time equity award consisting of RSUs with a grant-date fair value of approximately $400,000. The RSUs vest in equal quarterly installments over a four-year period following the grant date, subject to continued service. In connection with his appointment as Interim Chief Financial Officer and Principal Financial Officer effective April 1, 2025, Mr. Hill received a one-time equity award consisting of (i) stock options with a grant-date fair value of approximately $150,000 and (ii) RSUs with a grant-date fair value of approximately $150,001. The stock options vest in equal quarterly installments over a three-year period following the grant date, subject to Mr. Hill’s continued service. The RSUs vest quarterly over a three-year period, with 30% vesting during the first year, 30% vesting during the second year, and the remaining 40% vesting during the third year, in each case subject to continued service. Following Mr. Hill’s subsequent appointment as permanent Chief Financial Officer in June 2025, the Board approved an additional equity award under the Company’s 2024 Equity Incentive Plan with an aggregate target value of $923,750, consisting of (i) stock options with a grant date fair value of approximately $692,812 and (ii) RSUs with a grant date fair value of approximately $230,938. The stock options vest in equal quarterly installments over a three-year period following the grant date, subject to continued service. The RSUs vest in equal quarterly installments over a three-year period, subject to continued service. In approving the permanent Chief Financial Officer equity awards, the Compensation Committee and the Board considered the equity awards previously granted to Mr. Hill in connection with his interim Chief Financial Officer appointment and structured the permanent Chief Financial Officer equity awards to reflect his expanded responsibilities and long-term role while maintaining alignment with the Company’s compensation philosophy and overall equity usage. In April 2024, as part of Mr. Pareja’s promotion to Chief Executive Officer of eXp Realty, the Board approved four annual RSU awards with a grant date fair value of approximately $325,000 each, contingent on continued service, each vesting in equal quarterly installments over a one-year period following the grant date. These equity awards were designed to align Mr. Pareja’s compensation with his expanded responsibilities, comparison data, and the Company’s performance goals, ensuring his focus on driving long-term stockholder value. The Board approved the equity compensation package to ensure alignment with peer and industry practices and support Mr. Pareja’s ongoing contributions to the Company. Mr. Pareja received the second RSU award on May 6, 2025. In the fourth quarter of 2025, the Compensation Committee completed its annual review of equity compensation for Messrs. Sanford, Hill, Bramble, Pareja, and Forsythe. The Compensation Committee determined that existing equity compensation arrangements remained appropriate at that time and recommended to the Board that no additional equity awards be granted to the other named executive officers during 2025. The Compensation Committee continues to evaluate the Company’s executive equity compensation program on an ongoing basis and may recommend changes in future periods as roles, responsibilities, performance, market conditions, and the Company’s strategic priorities evolve. The below table depicts those equity awards that the Compensation Committee determined and recommended our Board approve, and the Board approved, to our NEOs during the year ended December 31, 2025:
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| | RSUs | Stock Option Awards | | Named Executive Officer | (number of shares) | (number of shares) | | Jesse Hill | 38,011 | 152,810 | | Leo Pareja | 37,486 | - | | Wendy Forsythe | 36,597 | - |
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HEALTH AND WELFARE BENEFITS Our NEOs are eligible to participate in our employee benefit programs on the same basis as our other full-time, salaried employees. These benefits include a 401(k) plan, with the Company matching up to 4% of each participant’s eligible compensation, medical (including a medical waiver reimbursement of $100 per paycheck if he/she declines to use Company coverage), dental and vision benefits, disability insurance, employee assistance program (EAP), basic life insurance coverage, health savings accounts, accidental death and dismemberment insurance, and a monthly technology reimbursement of $50, as well as employer-paid wellness benefits, including employee subscriptions to the Calm®, Noom®, and Vitality® mobile applications. We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. We believe these benefits are necessary to be competitive within our industry and the expense of these programs is offset by their attraction and retention value. EXP’S EQUITY GRANT POLICY FOR EXECUTIVE OFFICERS Equity grants made to the CEO or other Section 16 officers must be approved by the Board. Timing of grants. Equity awards are discretionary and are generally granted to our named executive officers in connection with hiring, a promotion or subsequent to the Compensation Committee’s annual compensation review. Neither the Board nor the Compensation Committee take material nonpublic information into account when determining the timing and terms of equity awards. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Option exercise price. The exercise price of a newly granted option (i.e., not an option assumed or substituted in connection with an acquisition) is the closing price of the Company’s common stock on the Nasdaq stock market on the date of grant. Except as set forth below, during 2025, no option was granted to an NEO within four business days before or one business day after the Company filed a Form 10-Q, Form 10-K, or filed or furnished a Form 8-K that discloses material nonpublic information.
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| | | | | | Percentage Change | | | | | | | in the Closing Market | | | | | | | Price of the Securities | | | | | | | Underlying the Award | | | | | | | Between the Trading | | | | | | | Day Ending Immediately | | | | | | | Prior to the Disclosure | | | | | | | of Material Nonpublic | | | | | | | Information and the | | | | | | | Trading Day Beginning | | | | Number of | Exercise Price | Grant Date | Immediately Following | | | | Securities Underlying | of the | Fair Value of | Disclosure of Material | | Name | Grant Date | the Award | Award ($/Sh) | the Award | Nonpublic Information | | Jesse Hill | March 14, 2025(1) | 28,030 | 9.69 | 150,001 | 4.05%(2) | | | August 5, 2025 | 124,780 | 10.25 | 692,866 | -4.79% |
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| (1) Mr. Hill was not an executive officer on the grant date. |
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| (2) With respect to those certain Current Reports on Form 8-K filed on behalf of the Company on March 14, 2025 and March 17, 2025. |
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SPECIAL AND OTHER BENEFITS In general, we do not view perquisites or other personal benefits as a significant component of our NEO compensation program. No NEOs received material perquisites or other personal benefits during 2025 that were not provided to our employees generally. EXECUTIVE EMPLOYMENT TERMS We have entered into written offer letters with certain of our NEOs, but each of our NEOs is at-will and do not have employment contracts with guaranteed terms of employment. In filling NEO positions, we recognize that we have to develop competitive compensation packages to attract qualified candidates in a dynamic labor market.
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| ● | Mr. Sanford: Mr. Sanford is the founder of the Company, and currently the CEO of the Company, and no formal offer letter or engagement letter was entered into between Mr. Sanford and the Company. Mr. Sanford’s current annual base salary is $1,575,000. As described in this Compensation Discussion and |
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| Analysis and the Executive Compensation Tables that follow, subject to the Board’s discretion, Mr. Sanford is eligible to receive certain cash bonus compensation and long-term incentive awards. |
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RESIGNATION, RETIREMENT, OTHER TERMINATION, OR CHANGE IN CONTROL ARRANGEMENTS We provide limited termination and change in control benefits to remain competitive in attracting and retaining executives. In the event of employment termination:
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| ● | Per his offer letter, Mr. Bramble is eligible to receive a severance payment of up to four months’ of base salary in the event Mr. Bramble’s employment is terminated by the Company without cause. |
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Additionally, any option awards granted to employees, including current NEOs, may be exercised: (i) for 90 days after termination of employment, (ii) for 12 months after death (if death occurred during employment or during the 90 days after termination), and (iii) for 6 months after certain events of disability (if such disability occurred during employment), but in each case only to the extent such option(s) would have been exercisable by such person on the date of termination, death or disability. Pursuant to the terms of the Company’s 2015 Equity Incentive Plan and 2024 Equity Incentive Plan, the Board may, but is not obligated to, accelerate, vest, cancel for fair value, or issue substitute awards for any option awards upon a change of control. There are no other arrangements for resignation, retirement, termination, or change in control arrangements (including, without limitation, severance, non-401(k)-retirement or pension benefits) with any current NEOs in their capacity as such. Clawback Policy As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), we maintain a claw back policy, which requires that certain incentive compensation paid to any current or former executive officer, including our NEOs, will be subject to recoupment if (x) the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements (including both “Big R” and “little r” restatements), without regard to any fault or misconduct, and (y) that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the fiscal year in which the restatement was required. Incentive compensation subject to the claw back policy consists of compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure (as defined in the rules implementing such requirement), including stock price and total shareholder return, on and after October 2, 2023. Anti-Hedging and Anti-Pledging Policies Certain transactions in our securities (such as short sales, hedging, and transactions in derivatives) create a heightened compliance risk or could create the appearance of misalignment with our stockholders. In addition, securities that are pledged as collateral or held in a margin account create a risk of being sold without consent if the owner fails to meet a margin call or defaults on the secured obligation, thus creating the risk that a sale may occur at a time when a person is aware of material, non-public information or otherwise is not permitted to trade in Company securities. Our insider trading policy prohibits all Company insiders, including our directors, from engaging in short sales, derivative securities transactions, including hedging, with respect to Company securities, and from pledging Company securities as collateral. Tax and Accounting Considerations DEDUCTIBILITY OF EXECUTIVE COMPENSATION Section 162(m) of the Internal Revenue Code (the “Code”) generally places a $1 million annual deduction limit on compensation paid to “covered employees,” which includes certain current and former named executive officers. Our Board and Compensation Committee may, in their discretion, recommend and authorize, as applicable, compensation payments that may or may not be deductible by the Company when we believe such payments are appropriate to attract, retain or motivate executive officers. During 2025 a portion of the compensation paid to our named executive officers was not deductible under Section 162(m) of the Code. ACCOUNTING FOR STOCK-BASED COMPENSATION We follow FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure and recognize the compensation expense for all share-based payment awards made to our employees and non-employee members of our Board, including options to purchase shares of our common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient may never realize any value from such awards. TAXATION OF “PARACHUTE” PAYMENTS AND DEFERRED COMPENSATION We do not provide our NEOs with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code generally provide that executive officers and directors who hold significant equity interests in our Company, and certain other service providers, may be subject to an excise tax if they receive payments or benefits in connection with a change in control of our Company that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on an executive officer, director or other service provider to the Company in the event that he or she receives “deferred compensation” that does not meet certain requirements of Section 409A of the Code. Risks Relating to our Compensation Policies and Practices Our Board and Compensation Committee consider various factors in developing our compensation program, including any negative impacts on the Company resulting therefrom. In establishing and reviewing the Company’s compensation programs for risk, the Board and Compensation Committee consider features that mitigate against potential risks, such as fixed base salaries; clawbacks for our cash and equity incentives contingent on financial performance; and the quantity and mix of long-term performance-based and time-based equity incentives. In its annual review, the Board and Compensation Committee concluded that the Company’s compensation programs and policies continue to provide an effective and appropriate mix of incentives to help ensure performance is focused on long-term stockholder value creation, and do not encourage short-term risk taking at the expense of long-term results or create risks that are reasonably likely to have a material adverse effect on the Company. Report of the Compensation Committee of the Board The Compensation Committee of the Company has reviewed and discussed with management the “Compensation Discussion and Analysis” section included in this Proxy Statement, and based on such review and discussion, the Compensation Committee recommended to our board of directors that this “Compensation Discussion and Analysis” section be included in this Proxy Statement. Respectfully submitted, Dan Cahir, Chair Randall Miles Fred Reichheld Executive Compensation Tables The following table sets forth information regarding the compensation awarded to, earned by, or paid to each of the named executive officers in accordance with SEC rules. 2025 SUMMARY COMPENSATION TABLE
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| (2) This column represents the amount of “compensation actually paid” to Mr. Sanford, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Sanford during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Sanford’s total compensation for the applicable fiscal year to determine the “compensation actually paid” for the applicable fiscal year: |
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| (4) This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Sanford), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Sanford) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Sanford) for the applicable fiscal year to determine the compensation actually paid in the applicable fiscal year, using the same adjustment methodology described above in Note 2(c): |
A Redomestication in Texas May Enhance the Company’s Ability to Attract Qualified Directors and Officers
A Redomestication in Texas May Enhance the Company’s Ability to Attract Qualified Directors and Officers The Board also considered that the increasing frequency and cost of claims directed towards directors and officers of Delaware corporations has expanded the risk facing directors and officers of public companies in exercising their duties. Although both Delaware and Texas law afford some protections to directors and officers in the form of exculpation from potential liability for money damages for certain acts in their capacities as directors and officers, Texas law affords potentially greater protections. Specifically, pursuant to a recent amendment to the DGCL, similar protections can be extended to senior officers of Delaware corporations in certain circumstances, but officers cannot be protected to the same degree as directors. For example, the DGCL does not permit a corporation to exculpate senior officers for breaches of the duty of care in claims asserted derivatively. By contrast, Texas law permits a broader exclusion of individual liability of officers, allowing officers to be exculpated to the same extent as directors. The Board believes that Texas Redomestication may help the Company attract and retain qualified management and directors by reducing the risk of opportunistic and frivolous lawsuits.
Directors
Directors SECTION 4.01. Management of the Corporation. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Director of the Corporation. SECTION 4.02. Number. The number of directors of the Corporation shall be limited as provided in the Bylaws and determined exclusively by resolution adopted by a majority of the Whole Board. For purposes of this Amended and Restated Certificate of Incorporation, the term “Whole Board” means the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships. SECTION 4.03. Election of Directors. The directors shall be elected at the annual meeting of stockholders by such stockholders as have the right to vote on such election. Directors need not be stockholders of the Corporation. Unless required by the Bylaws, the election of the Board of Directors need not be by written ballot. SECTION 4.04. Vacancies. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board of Directors, may be filled only by vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. SECTION 4.05. Amendment of the Bylaws bv the Board. The Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.
Board of Directors
Board of Directors Section 2.1.Number; Qualifications. Subject to the Certificate of Incorporation, the Board of Directors shall consist of not less than three members nor more than eleven members, the number thereof to be determined from time to time by resolution of the Whole Board. Directors need not be stockholders. Section 2.2.Election; Resignation; Vacancies. All directors shall be elected for terms lasting until the next annual meeting of stockholders following their election, and until their successors are elected and qualified, subject to their earlier death, resignation or removal from the Board of Directors. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect when such notice is given unless the notice specifies (a) a later effective date, or (b) an effective date determined upon the happening of an event or events. Unless otherwise specified in the notice of resignation, the acceptance of such resignation shall not be necessary to make it effective. Unless otherwise provided by law or the Certificate of Incorporation, any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled only by the affirmative votes of a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, and each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced or until his or her successor is elected and qualified. Section 2.3.Removal. Any one or more or all of the directors may be removed, with or without cause, by the holders of at least a majority of the outstanding shares of capital stock then entitled to vote at an election of directors. Section 2.4.Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine. Section 2.5.Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by any two members of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting either by first class United States mail at least three days before such special meeting, or by overnight mail, courier service, electronic transmission, or hand delivery at least 48 hours before the special meeting or such shorter period as is reasonable under the circumstances. Section 2.6.Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting. Section 2.7.Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the Whole Board shall constitute a quorum for the transaction of business. In the event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced by one for each such director so disqualified; provided, however, that in no case shall less than one-third (1/3) of the total number of directors constitute a quorum. Except in cases in which the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 2.8.Organization. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board of Directors or, in his or her absence, by a Chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence, the Chairperson of the meeting may appoint any person to act as secretary of the meeting. Section 2.9.Action by Unanimous Consent of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the board or committee in accordance with applicable law. Section 2.10.Chairperson of the Board and Vice-Chairperson of the Board. The Board of Directors may elect one or more of its members to serve as Chairperson or Vice Chairperson of the Board and may fill any vacancy in such position at such time and in such manner as the Board of Directors shall determine. The Chairperson of the Board, if any, shall preside at all meetings of the Board of Directors at which he or she is present and shall perform such duties and possess such powers as are designated by the Board of Directors. If the Board of Director appoints a Vice Chairperson of the Board, he or she shall, in the absence or disability of the Chairperson of the Board perform the duties and exercise the powers of the Chairperson of the Board and shall perform such other duties and possess such other powers as may from time to time be designated by the Board of Directors. The fact that a person serves as either Chairperson or Vice Chairperson of the Board shall not make such person considered an officer of the Corporation.