DEF 14A of Cbre Group, Inc., Apr 12, 2024

DEF 14A of Cbre Group, Inc.

Filed Apr 12, 2024 · FY20230001193125-24-093832

Open on EDGAR

  1. Chad Doellinger

    Chad Doellinger Executive Vice President, General Counsel and Corporate Secretary This Proxy Statement and accompanying proxy card are first being made available on or about April 12, 2024. References in this Proxy Statement to “CBRE,” “the company,” “we,” “us” or “our” refer to CBRE Group, Inc. and include all of its consolidated subsidiaries, unless otherwise indicated or the context requires otherwise. References to “the Board” refer to our Board of Directors. A copy of our Annual Report for the fiscal year ended December 31, 2023, including financial statements, is being sent simultaneously with this Proxy Statement to each stockholder who requested paper copies of these materials and will also be available at www.proxyvote.com.

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    | CBRE 2024 PROXY STATEMENT | PROXY SUMMARY | 1 |

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    Proxy Summary

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    | To help you review the proposals to be voted upon at our 2024 Annual Meeting, we have summarized important information in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. This summary does not contain all of the information that you should consider, and you should carefully read the entire Proxy Statement and Annual Report on Form 10-K before voting. |

  5. Chad Doellinger

    | Voting Stockholders of record as of March 28, 2024 may cast their votes in any of the following ways: | | | | | | | | | | Online Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card, voter instruction form or notice. | Phone Call 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form or notice. | Mail Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form. | Via Webcast During the Annual Meeting Visit www.virtualshareholdermeeting.com/CBRE2024. You will need the 16-digit number included in your proxy card, voter instruction form or notice. Online access begins at 10:45 a.m. (Central Time). |

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    Voting Matters and Board Recommendation

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    | Proposals | Board recommendation | | Page reference | | 1. Elect Directors | | FOR each nominee | 23 | | 2. Ratify the Appointment of Independent Registered Public Accounting Firm for 2024 | | FOR | 37 | | 3. Advisory Vote to Approve Named Executive Officer Compensation for 2023 | | FOR | 40 |

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    | CBRE 2024 PROXY STATEMENT | PROXY SUMMARY | 2 |

  9. Chad Doellinger

    Our Corporate Strategy We aspire to expand our position as the leading global commercial real estate services and investment firm, defined by our scale and the superior outcomes we deliver for our constituents. We have developed a concise strategy that we have executed over many years, fine-tuning it as market circumstances change and opportunities emerge. Our strategy consists of the following key elements:

  10. Chad Doellinger

    | • | Build broad and deep presence across four key dimensions of our business: client type, service line, asset type and geography. |

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    | • | Deliver strong organic and inorganic growth, leveraging and building on the benefits of scale. |

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    | • | Integrate differentiated services to deliver superior client solutions. |

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    | • | Focus financial and operational resources on disproportionately growing our resilient businesses. |

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    | • | Leverage our functional and knowledge platform to support the growth of our business and the quality of our integrated solutions. |

  15. Chad Doellinger

    | • | Identify, attract and empower top talent. |

  16. Chad Doellinger

    | • | Continually focus on efficiency and cost to advance our margin advantage. |

  17. Chad Doellinger

    Sustainability and Social Responsibility In 2023, we continued to make strides on our initiatives to be a sustainable and responsible company. We believe we are well-positioned to lead our industry in providing climate change solutions that significantly reduce greenhouse gas (GHG) emissions. Our Net Zero Roadmap for Corporate Operations guides our actions to help us achieve our interim targets to reduce our GHG emissions by 2035 and reach our net zero goal by 2040. Key initiatives include goals of purchasing 100% renewable energy for our offices and electrifying our vehicle and equipment fleet. Driving progress on diversity, equity and inclusion at CBRE and in the broader commercial real estate industry is a company-wide priority. In 2023, we spent nearly $2 billion with diverse suppliers as we work toward our pledge to spend $3 billion with diverse suppliers annually by the end of 2025. We also partner with organizations to increase outreach to and help to develop diverse talent underrepresented in our industry. We are committed to providing transparent, meaningful sustainability information to stakeholders and publish information in accordance with the International Sustainability Standards Board’s (ISSB) disclosures, including industry-specific SASB standards and the Task Force on Climate-related Financial Disclosures (TCFD) in our Corporate Responsibility Report (CR Report). In addition, our CR Report was prepared in accordance with the Global Reporting Initiative (GRI) Standards and we have participated in the United Nations Global Compact (UNGC) and supported its Ten Principles since 2007. To learn more, please read our Corporate Responsibility Report at www.cbre.com/responsibility. The information contained on or available through this website is not a part of, or incorporated by reference into, this Proxy Statement.

  18. Chad Doellinger

    | CBRE 2024 PROXY STATEMENT | PROXY SUMMARY | 3 |

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    Awards & Recognition In 2023 and early 2024, we were recognized with the following awards and accolades:

  20. Chad Doellinger

    | MOST ADMIRED REAL ESTATE COMPANIES Fortune Magazine, fourteen years in a row, including 2024 | MOST RECOGNIZED COMMERCIAL REAL ESTATE BRAND Lipsey Company Survey, 23rd consecutive year, including 2024 | WORLD’S MOST ETHICAL COMPANY Ethisphere Institute, 11th consecutive year, including 2024 | | A TOP COMPANY FOR CAREER GROWTH The Wall Street Journal ranks us within the top 10% of Fortune 500 companies for creating opportunities for people to advance their careers, outperforming all other real estate companies | LISTED IN THE BLOOMBERG GENDER EQUALITY INDEX For four consecutive years, including 2023 | 3rd MOST SUSTAINABLE U.S. COMPANY Barron’s, making top 100 list for seven consecutive years, including 2024 |

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    Corporate Governance Highlights We are committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability, and helps build public trust in our company. Our governance practices include:

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    | • | Robust director selection process resulting in a diverse Board in terms of experience, skills, tenure, gender, race and ethnicity |

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    | • | Strong lead independent director, elected by independent directors |

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    | • | 10 out of 11 of our director nominees are independent |

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    | • | 6 out of 11 of our director nominees are diverse in terms of gender, race or ethnicity |

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    | • | 100% independent Board committees |

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    | • | Annual election of directors |

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    | • | Majority voting standard for uncontested elections |

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    | • | 12-year director term limit |

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    | • | Board diversity policy to actively seek out women and underrepresented candidates |

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    | • | No “over-boarding” by our directors on other public-company boards |

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    | • | Proxy access rights for director nominations |

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    | • | Maximum of one Board-nominated management director |

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    | • | Annual Board, committee and individual director evaluations and self-assessments |

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    | • | Regular executive sessions, where independent directors meet without management present |

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    | • | Active Board oversight of strategy, risk management, sustainability, social responsibility and governance matters |

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    | • | Stock ownership requirements for directors and executive officers |

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    | • | Policy restricting trading, and prohibiting hedging and short-selling, of CBRE stock |

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    | • | Ongoing stockholder outreach and engagement |

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    | • | Stockholder rights to call a special meeting |

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    | • | No poison pill takeover defense plans |

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    | CBRE 2024 PROXY STATEMENT | PROXY SUMMARY | 4 |

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

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    | | Name | Age | Director Since | Principal Occupation | Independent | Committees | Other Public Company Boards | | | Brandon B. Boze | 43 | 2012 | Former Partner and President of ValueAct Capital | ● | – Compensation – Corporate Governance and Nominating – Executive | 0 | | | Beth F. Cobert | 65 | 2017 | Former President of the Markle Foundation | ● | – Compensation (Chair) | 0 | | | Reginald H. Gilyard | 60 | 2018 | Senior Advisor to The Boston Consulting Group | ● | – Compensation – Corporate Governance and Nominating | 3 | | | Shira D. Goodman Lead Independent Director | 63 | 2019 | Advisory Director to Charlesbank Capital Partners | ● | – Executive (Chair) | 1 | | | E.M. Blake Hutcheson | 63 | 2022 | President and Chief Executive Officer of OMERS | ● | – Audit – Compensation | 1 | | | Christopher T. Jenny | 68 | 2016 | Chair and Chief Executive Officer of Jennus Innovation | ● | – Corporate Governance and Nominating (Chair) | 0 | | | Gerardo I. Lopez | 64 | 2015 | Former Executive-in-Residence at Softbank Investment Advisers | ● | – Audit (Chair) – Executive | 2 | | | Guy A. Metcalfe | 56 | 2024 | Former Managing Director and Global Chair of Real Estate of Morgan Stanley | ● | – Compensation – Corporate Governance and Nominating | 1 | | | Oscar Munoz | 65 | 2020 | Former Chair and Chief Executive Officer of United Airlines Holdings | ● | – Audit – Corporate Governance and Nominating | 2 | | | Robert E. Sulentic Board Chair | 67 | 2012 | Chair, President and Chief Executive Officer of CBRE | | – Executive | 0 | | | Sanjiv Yajnik | 67 | 2017 | President of Capital One Financial Services | ● | – Audit – Compensation | 0 |

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    | Female Directors | Racially and Ethnically Diverse Directors | Board Committees Chaired by Women | Independent Directors | | 18% | 36% | 50% | 91% |

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    | CBRE 2024 PROXY STATEMENT | PROXY SUMMARY | 5 |

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    2023 Business Highlights

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    | Revenue | Net Revenue (1) | GAAP Net Income | | $31.9B | $18.3B | $986M | | +3.6% | -2.7% | -30.0% | | Core EBITDA (1) | GAAP EPS | Core EPS (1) | | $2.2B | $3.15 | $3.84 | | -24.5% | -26.6% | -32.5% | | 1-Year Total Stockholder Return (2) (as of 12/31/2023) | 3-Year Total Stockholder Return (2) (as of 12/31/2023) | 5-Year Total Stockholder Return (2) (as of 12/31/2023) | | 21% | 48% | 132% | | vs. 26% for S&P 500 (-5% underperformance) | vs. 33% for S&P 500 (+15% outperformance) | vs. 107% for S&P 500 (+25% outperformance) |

  49. Chad Doellinger

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

  50. Chad Doellinger

    | (2) Inclusive of dividends, assuming reinvestment. |

  51. Chad Doellinger

    Company Performance and Financial Highlights Our pay-for-performance approach aligns management and stockholder interests. The real estate capital markets environment weighed on our business performance in 2023, particularly the transactional business lines within the Advisory Services and Real Estate Investments segments, which are sensitive to market cycles. While overall net revenue fell 3%, our Resilient Businesses (including the entire GWS business, property management, loan servicing, asset management fees in Investment Management and valuations), together, grew net revenue at a 10% clip. These businesses are well-positioned for growth across market cycles. On the other hand, revenue from our Transactional Businesses (sales, leasing, mortgage origination, carried interest and incentive and development fees) slumped 21% last year, but are poised to resume growth when the market cycle turns. Despite the year’s challenges, we invested approximately $961.3 million in share buybacks (repurchasing approximately 7,867,348 shares), infill M&A and other strategic investments, while ending the year below the midpoint of our target leverage range, giving us substantial liquidity to finance future growth.

  52. Chad Doellinger

    | CBRE 2024 PROXY STATEMENT | PROXY SUMMARY | 6 |

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    | (1) $100 invested on December 31, 2018 in stock or index-including reinvestment of dividends, fiscal year ending December 31. |

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    | (2) Copyright© 2024 Standard & Poor’s, a division of S&P Global. All rights reserved. |

  55. Chad Doellinger

    | (3) Peer group contains companies with the following ticker symbols: JLL, CIGI, CWK, ISS, MMI, NMRK, SVS.L (London) and WD. |

  56. Chad Doellinger

    | • | Motivate those executives to consistently achieve short- and long-term goals to further our corporate strategy. |

  57. Chad Doellinger

    2023 Performance and NEO Compensation 2023 was a difficult year for commercial real estate. The tougher operating environment led to reduced cash bonuses for all of our named executive officers. Compared with annual cash bonus targets, 2023 cash bonuses awarded to our named executive officers averaged 86.2% of target, and ranged from 76.5% to 94.1%. 2022 Core EPS Awards, the vesting of which was based on our two-year cumulative Core EPS performance during 2022 and 2023, were paid out at 0% (i.e., all 2022 Core EPS Equity Awards were forfeited). This reflected financial results that were below target due to the challenging market environment that prevailed for most of the two-year performance period. In 2023, as part of the review of target annual compensation opportunities, the Compensation Committee approved increases to the annual long term-term equity targets for Mses. Giamartino and Dhandapani. The Compensation Committee also approved an increase to Ms. Giamartino’s salary and EBP target. These increases (from 2022) were intended to align their compensation with market levels.

  58. 2023 NEO Total Annual Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Annual Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Robert E. Sulentic Chair, President and Chief Executive Officer | 2023 | 1,250,000 | — | 14,749,941 | 2,352,893 | 6,000 | 18,358,834 | | Emma E. Giamartino Chief Financial Officer | 2023 | 695,000 | — | 3,199,880 | 980,273 | 6,000 | 4,881,153 | | Chandra Dhandapani Former Chief Executive Officer, Global Workplace Solutions | 2023 | 750,000 | — | 3,649,996 | 1,020,417 | 6,000 | 5,426,413 | | John E. Durburg Chief Executive Officer of U.S. and Canada, Advisory Services | 2023 | 775,000 | — | 4,064,992 | 887,973 | 6,000 | 5,733,965 | | Daniel G. Queenan Chief Executive Officer, Real Estate Investments | 2023 | 775,000 | — | 4,064,992 | 908,371 | 6,000 | 5,754,363 |

  59. Forward-Looking Statements

    | Corporate Governance | 10 | | Governance Highlights | 10 | | Stock Ownership Requirements | 12 | | Board Structure and Leadership | 12 | | Director Independence | 13 | | Board Meetings and Committees | 14 | | Board Committees | 15 | | Compensation Committee Interlocks and Insider Participation | 16 | | Selected Areas of Board Oversight | 17 | | Sustainability and Social Responsibility | 19 | | Stockholder Engagement | 21 | | Communications with our Board | 22 | | Proposal 1: Elect Directors | 23 | | Director Nomination Criteria | 23 | | Director Independence | 23 | | Director Term Limits | 23 | | Director Service on Other Public Company Boards | 24 | | Director Resignation Policy Upon Change of Employment | 24 | | Majority Voting to Elect Directors | 24 | | Director Nomination Process | 25 | | Director Nominee Skills and Experience Matrix | 26 | | Board Diversity | 27 | | Our 2024 Director Nominees | 28 | | Director Compensation | 35 | | Proposal 2: Ratify Appointment of Independent Registered Public Accounting Firm | 37 | | Audit and Other Fees | 38 | | Audit Committee Pre-Approval Process | 38 | | Audit Committee Report | 38 |

  60. Non-Employee Directors

    Non-Employee Directors Each non-employee director has a minimum common stock ownership requirement of five times the value of the annual stock grants made by us to the non-employee director pursuant to our director compensation plan. If at any time the common stock ownership requirement is not satisfied, the director must retain 100% of the shares remaining after payment of taxes and exercise price upon exercise of stock options, the vesting of restricted stock or the settlement of vested restricted stock units, as applicable. Shares that count toward compliance with the requirements include:

  61. Non-Employee Directors

    | • | shares owned outright by the director (either directly or beneficially, e.g., through a family trust); and |

  62. Non-Employee Directors

    | • | shares issued upon the settlement of vested restricted stock units. |

  63. Non-Employee Directors

    Shares that do not count toward achievement of the requirements include:

  64. Non-Employee Directors

    | • | shares held by mutual or hedge funds in which the non-employee director is a general partner, limited partner or investor; |

  65. Non-Employee Directors

    | • | unexercised outstanding stock options (whether or not vested); |

  66. Non-Employee Directors

    | • | unvested/unearned restricted stock units or restricted stock; and |

  67. Non-Employee Directors

    | • | shares transferred to a non-employee director’s employer pursuant to such employer’s policies. |

  68. Non-Employee Directors

    Board Structure and Leadership All of our directors are elected at each annual meeting of stockholders and hold office until the next election. Our Board has authority under our by-laws to fill vacancies and to increase or, upon the occurrence of a vacancy, decrease its size between annual meetings of stockholders. We believe strong independent leadership is essential for the Board to effectively perform its functions and to help ensure independent oversight of management. Our Corporate Governance Guidelines provide the Board with the flexibility to choose the appropriate Board leadership structure for the company based on what it believes is best for the company and its shareholders at a given point in time. Our Corporate Governance Guidelines also provide that if the same person holds the chair and chief executive officer roles, or if the chair is not independent, then the independent directors will elect from among themselves, on an annual basis, a lead independent director. Currently, our Board leadership structure consists of a lead independent director, a Board chair (who is also our chief executive officer) and strong independent committee chairs. The Board believes our structure provides independent Board leadership with the benefit of our chief executive officer serving as the chair at our regular board meetings. The Board regularly reviews its leadership structure and has determined that this structure is in the best interests of the company and its shareholders at this time. Among other factors, the Board considered and evaluated: Mr. Sulentic’s deep knowledge of CBRE and extensive commercial real estate experience, the importance of consistent, unified leadership to execute and oversee the company’s strategy, the strong and highly independent composition of the Board and the meaningful responsibilities of the lead independent director. Shira D. Goodman has served as our lead independent director since November 2023 and has been a director since 2019. The independent directors believe that Ms. Goodman is well suited to serve as lead independent director given her significant managerial, operational and global experience. As a result of her broad-based and relevant background, Ms. Goodman is well-positioned as lead independent director to provide constructive, independent and informed guidance and oversight to management. The Board believes that the presence of our lead independent director who has meaningful oversight responsibilities, together with a combined chair and chief executive officer, provides the company with the optimal leadership to drive the company forward at this time.

  69. Non-Employee Directors

    | CBRE 2024 PROXY STATEMENT | CORPORATE GOVERNANCE — DIRECTOR INDEPENDENCE | 13 |

  70. Non-Employee Directors

    Director Independence Under our Board’s Corporate Governance Guidelines and the listing standards of the NYSE, our Board must consist of a majority of independent directors. In addition, all members of the Audit Committee, Compensation Committee and Governance Committee must be independent directors as defined by our Corporate Governance Guidelines and NYSE listing standards. Members of the Compensation Committee must also meet applicable NYSE independence requirements for compensation committee members, and members of the Audit Committee must further satisfy a separate SEC independence requirement, which generally provides that they may not (i) accept directly or indirectly any consulting, advisory or other compensatory fee from us or any of our subsidiaries, other than their compensation as directors or members of the Audit Committee or any other committees of our Board or (ii) be an affiliated person of ours. Our Board regularly conducts a review of possible conflicts of interest and related-party transactions through the use of questionnaires, director self-reporting and diligence conducted by management. This review includes consideration of any investments and agreements between directors and their related persons and the company, including those described under “Related-Party Transactions” in this Proxy Statement, and such person’s beneficial ownership of our securities. The Board has determined that 91% of our director nominees (all except for Mr. Sulentic) are independent in accordance with NYSE listing standards and our Board’s Categorical Independence Standards that it has adopted relating to our director independence. These Categorical Independence Standards are posted on the Corporate Governance section of the Investor Relations page on our website at www.cbre.com. The information contained on or available through this website is not a part of, or incorporated by reference into, this Proxy Statement.

  71. Non-Employee Directors

    | CBRE 2024 PROXY STATEMENT | CORPORATE GOVERNANCE — BOARD MEETINGS AND COMMITTEES | 14 |

  72. Non-Employee Directors

    Board Meetings and Committees Our Board held seven meetings during fiscal year 2023 to review significant developments, engage in strategic planning and act on matters requiring Board approval. In 2023, each incumbent director attended at least 75% of our Board meetings and meetings of committees on which he or she served (taken in the aggregate) during the period that he or she served thereon. Our Board currently has four standing committees that met or acted by written consent during fiscal year 2023: the Audit Committee, the Compensation Committee, the Governance Committee and the Executive Committee. Each committee (other than the Executive Committee) is composed entirely of directors whom our Board has determined to be independent under current NYSE standards. Each committee operates under a charter approved by our Board that sets out the purposes and responsibilities of the committee and that are published in the Corporate Governance section of the Investor Relations page on our website at www.cbre.com. In accordance with our Board’s Corporate Governance Guidelines, our Board and each of the Audit Committee, Compensation Committee and Governance Committee conducts an annual performance self-assessment with the purpose of increasing the effectiveness of our Board and its committees. The following table describes the current members of each of the committees of our Board, and the number of meetings held during fiscal year 2023:

  73. Non-Employee Directors

    | Director | Board | Audit | Compensation | Governance | Executive | | Brandon B. Boze | ● | | ● | ● | ● | | Beth F. Cobert | ● | | CHAIR | | | | Reginald H. Gilyard | ● | | ● | ● | | | Shira D. Goodman | LEAD INDEPENDENT DIRECTOR | | | | CHAIR | | E.M. Blake Hutcheson | ● | ● | ● | | | | Christopher T. Jenny | ● | | | CHAIR | | | Gerardo I. Lopez | ● | CHAIR | | | ● | | Susan Meaney | ● | ● | | ● | | | Guy A. Metcalfe | ● | | ● | ● | | | Oscar Munoz | ● | ● | | ● | | | Robert E. Sulentic | CHAIR | | | | ● | | Sanjiv Yajnik | ● | ● | ● | | | | Number of Meetings | 7 | 9 | 5 | 4 | 0(1) |

  74. Non-Employee Directors

    | (1) Our Executive Committee did not hold any formal meetings in 2023, but acted four times by unanimous written consent. |

  75. Independent Director Meetings

    | • | Conducting an annual review of director compensation; |

  76. Technology and Innovation

    Technology and Innovation Experience in technology-related business, technological functions or experience implementing innovative technological business strategies, as well as an understanding of emerging technology trends. Board Diversity Our director nominees are 55% diverse, with four ethnically diverse directors and two female directors. Our Board seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of our Board’s deliberations and decisions. In nominating candidates, our Board considers a diversified membership in the broadest sense, including multiple directors who are women and directors who identify in one or more of the following categories: racial, ethnic or national origin minorities, people with disabilities, LGBTQ+, military/veterans. In February 2024, our Board successfully on-boarded Guy A. Metcalfe to the Board. Mr. Metcalfe is one of the premier strategic advisors in the real estate industry, with extensive transactional and commercial real estate experience. We believe that our Board will be greatly enhanced by his deep knowledge of and broad perspective on our sector. In addition to leading Morgan Stanley’s real estate banking business for over two decades, Mr. Metcalfe has a deep understanding of our business, and has served as a trusted strategic advisor to our company and has helped us consummate notable capital-raising, mergers and acquisitions and capital markets transactions. We are committed to board diversity. Although the percentage of women on our Board is currently below 30%, we expect that percentage to increase in the future through our board refreshment process. Pursuant to our Corporate Governance Guidelines, as part of the search process for a new director, the Governance Committee will actively seek out women and underrepresented candidates to include in the pool from which Board nominees are chosen and will instruct any search firm engaged for the search to provide a set of candidates that includes both underrepresented people of color and different genders.

  77. Technology and Innovation

    | CBRE 2024 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — OUR 2024 DIRECTOR NOMINEES | 28 |

  78. Technology and Innovation

    Our 2024 director nominees reflect our Board’s deliberate efforts over time to diversify the membership of our Board. Of our 11 director nominees: Our 2024 Director Nominees For our upcoming annual meeting, the Board recommends the election of each nominee as a director. Each nominee has informed the Board that he or she is willing to serve as a director. A brief biography summarizing the background and qualifications of each director nominee is provided on the following pages.

  79. Technology and Innovation

    | | The Board of Directors recommends a vote “FOR” the election of each of the following 2024 Director Nominees for a one-year term. |

  80. Technology and Innovation

    | CBRE 2024 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — OUR 2024 DIRECTOR NOMINEES | 29 |

  81. Technology and Innovation

    | | Brandon B. Boze | | | | Age: 43 Director Since: December 2012 Independent | Board Committees: • Compensation • Governance • Executive | | Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation | Qualifications Mr. Boze served as the Independent Chair of our Board from May 2018 to November 2023. He served as the President, a Partner and a member of the Management Committee of ValueAct Capital, a privately owned investment firm from August 2005 to January 2024. Prior to joining ValueAct Capital, Mr. Boze was an investment banker at Lehman Brothers, focused on power utilities and technology mergers and acquisitions. Mr. Boze brings to our Board experience in finance, strategy, mergers and acquisitions, and investments. He previously served on the board of directors of Trinity Industries, Inc. and Valeant Pharmaceuticals International. Mr. Boze holds a B.E. from Vanderbilt University and is a CFA charterholder. Other Public Company Boards • None. | | | | Beth F. Cobert | | | | Age: 65 Director Since: May 2017 Independent | Board Committee: • Compensation (Chair) | | Skills & Experience • Cyber Security • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Technology and Innovation | Qualifications Ms. Cobert served as the President of the Markle Foundation from September 2023 to February 2024, where she led Markle’s Rework America Alliance, a partnership of civil rights organizations, non-profits, private sector employers, labor unions, educators, and others working to open opportunities for millions of people from low-pay roles to move into good jobs with opportunities for career advancement. She previously served as the Acting President of the Markle Foundation from September 2022 to September 2023 and its Chief Operating Officer from July 2020 to September 2022. Ms. Cobert also led Markle’s Skillful initiative as Chief Executive Officer from June 2017 to July 2021. She previously served as the Acting Director of the U.S. Office of Personnel Management from July 2015 to January 2017, and as the Deputy Director for Management of the U.S. Office of Management and Budget from October 2013 to July 2015. From 2001 to October 2013, Ms. Cobert served as a Senior Partner at McKinsey & Company, a global business strategy consulting firm. From 1990 to 2001, Ms. Cobert was a Partner at McKinsey & Company. She joined the firm in 1984 as an Associate and served in various leadership roles at McKinsey & Company. Ms. Cobert brings to our Board over 35 years of experience as a consultant in business strategy, where she worked with corporate, non-profit and government entities on key strategic, operational and organizational issues across a range of sectors, including financial services, health care, legal services, real estate and telecommunications. Our Board also benefits from Ms. Cobert’s government service. Ms. Cobert serves on the Board of Trustees of Princeton University and a business member on the Colorado Workforce Development Council. She previously served as a member of the board of directors and chair of the United Way of the Bay Area and as a member of the Stanford University Graduate School of Business Advisory Council. Ms. Cobert holds a B.A. from Princeton University and an M.B.A. from Stanford University. Other Public Company Boards • None. | |

  82. Technology and Innovation

    | CBRE 2024 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — OUR 2024 DIRECTOR NOMINEES | 30 |

  83. Technology and Innovation

    | | Reginald H. Gilyard | | | | Age: 60 Director Since: November 2018 Independent | Board Committees: • Compensation • Governance | | Skills & Experience • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Technology and Innovation | Qualifications Mr. Gilyard has served as a Senior Advisor to The Boston Consulting Group, Inc. (BCG), a global management consulting firm, since August 2017. Prior to this role, Mr. Gilyard served as the Dean of the Argyros School of Business and Economics at Chapman University from August 2012 to July 2017. Prior to joining Chapman University, Mr. Gilyard served as Partner and Managing Director at BCG, where he led strategy, M&A and business transformation initiatives for large corporations, from 1996 to 2012. Prior to BCG, he served nine years in the U.S. Air Force and three years in the U.S. Air Force Reserves, rising to Major in the Reserves. Mr. Gilyard brings to our Board more than 25 years of experience developing and implementing successful strategies for Fortune 500 companies, educational institutions and large national foundations. He serves on the board of directors of First American Financial Corporation, Orion Office REIT Inc. and Realty Income Corporation. He also serves as a member of the board of directors of Pacific Charter School Development, a real estate development company serving low income families in urban centers across the country. Mr. Gilyard holds a B.S. from the United States Air Force Academy, an M.S. from the United States Air Force Institute of Technology and an M.B.A. from Harvard Business School. Other Public Company Boards • First American Financial Corporation • Orion Office REIT Inc. • Realty Income Corporation | | | | Shira D. Goodman | | | | Age: 63 Director Since: May 2019 Lead Independent Director | Board Committee: • Executive (Chair) | | Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Risk Management • Senior Leadership/CEO • Sustainability | Qualifications Ms. Goodman has served as an Advisory Director to Charlesbank Capital Partners, a private equity firm, since January 2019. She previously served as the Chief Executive Officer of Staples, Inc. from September 2016 to January 2018. Ms. Goodman served in roles with increasing responsibility at Staples since joining Staples in 1992, including President and Interim Chief Executive Officer from June 2016 to September 2016, President, North American Operations from January 2016 to June 2016, and President, North American Commercial from February 2014 to June 2016. Prior to that, she served as Executive Vice President of Global Growth from February 2012 to February 2014, Executive Vice President of Human Resources from March 2009 to February 2012, Executive Vice President of Marketing from May 2001 to March 2009, and in various other management positions. Prior to Staples, Ms. Goodman worked at Bain & Company from 1986 to 1992, in project design, client relationships and case team management. Ms. Goodman brings to our Board more than 25 years of experience in business operations, marketing, sales force management, human resources, business growth and distribution logistics. She serves on the board of directors of CarMax, Inc. and previously served on the board of directors of Henry Schein, Inc., Staples, Inc. and The Stride Rite Corporation. Ms. Goodman holds a B.A. from Princeton University, an M.S. in Management from the Massachusetts Institute of Technology and a J.D. from Harvard University. Other Public Company Boards • CarMax, Inc. | |

  84. Technology and Innovation

    | CBRE 2024 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — OUR 2024 DIRECTOR NOMINEES | 31 |

  85. Technology and Innovation

    | | E.M. Blake Hutcheson | | | | Age: 63 Director Since: September 2022 Independent | Board Committees: • Audit • Compensation | | Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability | Qualifications Mr. Hutcheson has served as the President and CEO of OMERS, one of Canada’s largest defined-benefit pension plans, since June 2020. He earlier served as President and Chief Pension Officer of OMERS from April 2018 to May 2020 and President and CEO of Oxford Properties Group, a wholly owned subsidiary of OMERS focused on global real estate investments and developments, from January 2010 to June 2018. He also served as Chief Investment Officer, Real Estate and Strategic Investments for OMERS during that period. Prior to OMERS, Mr. Hutcheson was the Head of Global Real Estate with Mount Kellett Capital Management, a global private equity firm. Before that, Mr. Hutcheson spent 14 years with CBRE Canada, serving in roles of increasing responsibility, including as Senior Vice President and Executive Vice President, Chief Operating Officer, and Chair and President. He also served as Chair and President of CBRE’s Latin America operations. Mr. Hutcheson brings to our Board over 30 years of significant commercial real estate operating and investment experience. Mr. Hutcheson serves as a member of the board of directors of Algoma Central Corporation, a TSX-listed owner/operator of transport vehicles. He holds a B.A. from the University of Western Ontario, a M.S in Real Estate Development from Columbia University (Distinguished Alumnae Award) and a Graduate Diploma (with distinction) in International and Comparative Politics from the London School of Economics. He recently received the Order of Ontario which is his Province’s highest civilian honor for his contribution to Ontario and Canada. Other Public Company Boards • Algoma Central Corporation | |

  86. Technology and Innovation

    | | Christopher T. Jenny | | | | Age: 68 Director Since: January 2016 Independent | Board Committee: • Governance (Chair) | | Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO | Qualifications Mr. Jenny has served as the Chief Executive Officer of Jennus Innovation, a business development incubator/accelerator, since February 2021 and as its Chair since January 2018. He previously served as a Senior Advisor to EY-Parthenon, a global strategy consulting organization, from January 2016 to December 2018 and as a Senior Managing Director from August 2014 to December 2015. He previously served as President and Senior Partner with The Parthenon Group LLC, a Boston-based private management consulting firm, from 1995 to 2014 prior to its merger with Ernst & Young in August 2014. Prior to joining The Parthenon Group LLC in 1995, Mr. Jenny was a Partner at Bain & Company, Inc., a global business strategy consulting firm. Mr. Jenny brings to our Board more than 30 years of experience as a consultant in business strategy, and has worked on issues related to business-unit strategy, profit improvement and mergers and acquisitions. He has experience as a senior operating executive and has managed portfolio companies for two of the nation’s leading private-equity firms. He is a member of the board of directors of Jennus Innovation, The Guardian Life Insurance Company of America, Mobile Virtual Player, FAIRWAYiQ and PLT4M. He previously served on the board of directors of Mac-Gray Corporation. Mr. Jenny holds a B.A. from Dartmouth College and an M.B.A. from Harvard Business School. Other Public Company Boards • None. | |

  87. Technology and Innovation

    | CBRE 2024 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — OUR 2024 DIRECTOR NOMINEES | 32 |

  88. Technology and Innovation

    | | Gerardo I. Lopez | | | | Age: 64 Director Since: October 2015 Independent | Board Committees: • Audit (Chair) • Executive | | Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation | Qualifications Mr. Lopez served as an Executive-in-Residence at Softbank Investment Advisers, Inc. from October 2021 to October 2022 and previously served as an Operating Partner and Head of its Operating Group from December 2018 to October 2021. Prior to Softbank, he served as an Operating Partner at High Bluff Capital from June 2018 to December 2018. From January 2018 to March 2018, Mr. Lopez served as a Senior Advisor to Extended Stay America, Inc. and its paired-share REIT, ESH Hospitality, Inc. and was its President and Chief Executive Officer from August 2015 to December 2017. Mr. Lopez previously served as President and Chief Executive Officer of AMC Entertainment Holdings, Inc. and its subsidiary, AMC Entertainment Inc., from March 2009 through August 2015. Prior to that, he was Executive Vice President of Starbucks Coffee Company and President of its Global Consumer Products, Seattle’s Best Coffee and Foodservice divisions from September 2004 to March 2009, and President of the Handleman Entertainment Resources division of Handleman Company from November 2001 to September 2004. Mr. Lopez has also held a variety of executive management positions with International Home Foods, Frito Lay, Pepsi-Cola and the Procter & Gamble Company. Mr. Lopez brings to our Board his skills, knowledge and business leadership as a senior executive at hospitality, entertainment and consumer products companies. He has over 35 years of experience in marketing, sales and operations and management in public and private companies and has public company experience across diverse consumer-focused industries. He serves on the board of directors of Newell Brands and Realty Income Corporation, and previously served on the board of directors of Brinker International, Inc., Extended Stay America, Inc., AMC Entertainment Holdings, Inc., Digital Cinema Implementation Partners, National Cinemedia, LLC, Open Road Films, Safeco Insurance, TXU, Inc. and Recreational Equipment, Inc. Mr. Lopez holds a B.A. from George Washington University and an M.B.A. from Harvard Business School. Other Public Company Boards • Newell Brands • Realty Income Corporation | |

  89. Technology and Innovation

    | CBRE 2024 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — OUR 2024 DIRECTOR NOMINEES | 33 |

  90. Technology and Innovation

    | | Guy A. Metcalfe | | | | Age: 56 Director Since: February 2024 Independent | Board Committees: • Compensation • Governance | | Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO | Qualifications Mr. Metcalfe was a Managing Director, member of the Investment Banking Executive Committee and Global Chairman of Real Estate at Morgan Stanley, until his retirement in January 2024. He led Morgan Stanley’s real estate investment banking business for over two decades. Mr. Metcalfe brings to our Board extensive transactional and commercial real estate experience. Over the years, he has served as a trusted strategic advisor to CBRE and has been involved in notable capital-raising, M&A and capital markets transactions for the company. In addition, he has facilitated some of the most transformational transactions in the real estate industry. Mr. Metcalfe serves as a member of the board of directors of RioCan Real Estate Investment Trust, one of Canada’s largest real estate investment trusts. He also serves on the Board of Directors of nonprofits, including the Child Mind Institute, and has been an advisor on real estate matters to the Partnership Fund for New York City. Mr. Metcalfe holds a B.A. in Business Administration (honors) from the Ivey Business School at the University of Western Ontario. Other Public Company Boards • RioCan Real Estate Investment Trust | | | | Oscar Munoz | | | | Age: 65 Director Since: November 2020 Independent | Board Committees: • Audit • Governance | | Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation | Qualifications Mr. Munoz served as the Executive Chair to United Airlines Holdings, Inc. from May 2020 to May 2021, its Chief Executive Officer from September 2015 to May 2020 and President from September 2015 to August 2016. Prior to United, Mr. Munoz served as the President and Chief Operating Officer of CSX Corporation, a railroad and intermodal transportation services company, from February 2015 to September 2015, as Executive Vice President and Chief Operating Officer of CSX from 2012 to 2015, and as Executive Vice President and Chief Financial Officer of CSX from 2003 to 2012. Mr. Munoz brings to our Board his skills, knowledge and business leadership as a senior executive in various financial and strategic capacities at some of the world’s most recognized consumer brands. He has over 30 years of experience in management, finance, accounting and auditing, and has held key executive positions within the telecommunications, beverage and transportation industries. He is a member of the board of directors of Archer Aviation, Inc., Salesforce, Inc. and Univision Holdings, Inc. Mr. Munoz also serves on the board of trustees of Fidelity Investments, the University of Southern California and The Brookings Institution. He previously served on the board of directors of Continental Airlines, Inc., CSX Corporation and United Airlines Holdings, Inc. Mr. Munoz holds a B.S. in business administration from the University of Southern California and an M.B.A. from Pepperdine University. Other Public Company Boards • Archer Aviation, Inc. • Salesforce, Inc. | |

  91. Technology and Innovation

    | CBRE 2024 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — OUR 2024 DIRECTOR NOMINEES | 34 |

  92. Technology and Innovation

    | | Robert E. Sulentic | | | | Age: 67 Director Since: December 2012 Board Chair | Board Committee: • Executive | | Skills & Experience • Cyber Security • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation | Qualifications Mr. Sulentic has been our President and CEO since December 2012. He assumed additional responsibilities as Board Chair in November 2023. Previously, he served in several senior leadership roles, including Group President with responsibility for Asia Pacific, EMEA and the Development Services business; Chief Financial Officer; and President with responsibility for all business segments. At Trammell Crow Company, which CBRE acquired in December 2006, Mr. Sulentic served as Chief Financial Officer, Chief Executive Officer and Board Chair. This deep and varied background enables Mr. Sulentic to bring significant strategic, financial and operating skills to our Board. Mr. Sulentic previously served on the following public company boards: CBRE Acquisition Holdings, Inc. (Board Chair), which merged with Altus Power, Inc. (NYSE:AMPS); Staples, Inc. (Independent Board Chair) and Trammell Crow Company (Board Chair). Mr. Sulentic holds a B.A. from Iowa State University and an M.B.A. from Harvard Business School. Other Public Company Boards • None. | | | | Sanjiv Yajnik | | | | Age: 67 Director Since: November 2017 Independent | Board Committees: • Audit • Compensation | | Skills & Experience • Cyber Security • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation | Qualifications Mr. Yajnik has been the President of Capital One Financial Services, a division of Capital One, since June 2009. He also serves on Capital One’s Executive Committee. In addition, Mr. Yajnik oversees Capital One’s community relations throughout Texas, Oklahoma and Louisiana as President of the company’s South-Central Region. Since joining Capital One in 1998, he has held a number of senior leadership positions in Europe, Canada and the United States. Prior to Capital One, he held leadership positions at PepsiCo and Circuit City and was a Chief Engineer for Mobil Oil Corporation’s shipping business. He is a member of the board of directors of Khan Academy, serves as the Chair of the Collin County Business Alliance, Co-Chair of the Indian American CEO (IACEO) Council and is a member of the executive board of the Dallas Symphony Association. Mr. Yajnik previously served as Chair of the Dallas Symphony Association and Texas Economic Development Corporation. Mr. Yajnik brings to our board his broad business background and his experience in leading the transformation of a large, service-oriented global organization through technology enablement. Mr. Yajnik received an M.B.A. with honors from the University of Western Ontario, Canada, and completed the Executive Management Program at Stanford University. He is a medalist Chartered Engineer (I), and graduated with distinction from the Marine Engineering Research Institute, India. Other Public Company Boards • None. | | | Susan Meaney will not stand for re-election in order to pursue other opportunities. We greatly appreciate her service and invaluable contributions to CBRE. | | |

  93. Technology and Innovation

    | CBRE 2024 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — DIRECTOR COMPENSATION | 35 |

  94. Technology and Innovation

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | Total ($) | | Brandon B. Boze | 110,000 | 219,976 | — | 329,976 | | Beth F. Cobert | 135,000 | 219,976 | — | 354,976 | | Reginald H. Gilyard | 110,000 | 219,976 | — | 329,976 | | Shira D. Goodman(4) | 162,925 | 219,976 | — | 382,901 | | E.M. Blake Hutcheson | 110,000 | 219,976 | — | 329,976 | | Christopher T. Jenny | 130,000 | 219,976 | — | 349,976 | | Gerardo I. Lopez(5) | 125,283 | 219,976 | — | 345,259 | | Susan Meaney | 110,000 | 219,976 | — | 329,976 | | Guy A. Metcalfe(6) | — | — | — | — | | Oscar Munoz | 110,000 | 219,976 | — | 329,976 | | Sanjiv Yajnik | 110,000 | 219,976 | — | 329,976 |

  95. Technology and Innovation

    | CBRE 2024 PROXY STATEMENT | PROPOSAL 1: ELECT DIRECTORS — DIRECTOR COMPENSATION | 36 |

  96. Technology and Innovation

    | (6) Mr. Metcalfe was appointed to our Board on February 26, 2024. Accordingly, he did not receive any director compensation for 2023. |

  97. Technology and Innovation

    | (1) Mr. Metcalfe was appointed to our Board on February 26, 2024. Accordingly, he did not receive any director compensation for 2023. |

  98. RECOMMENDATION

    RECOMMENDATION

  99. RECOMMENDATION

    | | The Board of Directors recommends a vote “FOR” the advisory approval of the compensation of our named executive officers for the fiscal year ended December 31, 2023. |

  100. RECOMMENDATION

    | CBRE 2024 PROXY STATEMENT | EXECUTIVE MANAGEMENT | 41 |

  101. RECOMMENDATION

    Executive Management

  102. RECOMMENDATION

    | | Chad J. Doellinger Age: 48 Executive Vice President, General Counsel and Corporate Secretary |

  103. RECOMMENDATION

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

  104. RECOMMENDATION

    | | Emma E. Giamartino Age: 41 Chief Financial Officer |

  105. RECOMMENDATION

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

  106. RECOMMENDATION

    | | Vikram Kohli Age: 44 Chief Operating Officer |

  107. RECOMMENDATION

    Mr. Kohli has been our Chief Operating Officer since April 2023. He previously served as our Chief Executive Officer, CBRE Platform from January 2023 to April 2023, Global Group President, Business Intelligence from July 2021 to December 2022, Vice President, Corporate Finance from July 2020 to July 2021, Chief Operating Officer, South East Asia from April 2019 to July 2020, our Regional Managing Director, South East Asia from April 2018 to April 2019, Executive Director, Sales Manager, Asia Pacific from April 2014 to April 2018 and Senior Director, Global Transactions from August 2012 to April 2014. Mr. Kohli joined CBRE in June 2001 in India as part of the Transactions team focused on occupier advisory and office leasing and has since served in various finance leadership roles, each with increasing responsibility. Mr. Kohli holds a B.B.A. from Delhi University, College of Business Studies and an M.B.A. from Northwestern University, Kellogg School of Management.

  108. RECOMMENDATION

    | | Daniel G. Queenan Age: 52 Chief Executive Officer, Real Estate Investments |

  109. RECOMMENDATION

    Mr. Queenan has been our Chief Executive Officer, Real Estate Investments since May 2022. He previously served as our Chief Executive Officer, Advisory Services from January 2020 to May 2022, Chief Executive Officer, Real Estate Investments from August 2018 to December 2019, Group President, Real Estate Investments from January 2018 to December 2019, President, CBRE Global Investors from April 2017 to December 2019, Chief Operating Officer, CBRE Global Investors from October 2015 to April 2017, Chief Executive Officer, Trammell Crow Company from April 2011 to March 2016, Chief Executive Officer, Asia Pacific from March 2014 to October 2015, Chief Operating Officer, Asia Pacific from August 2013 to March 2014 and President, Central division of Trammell Crow Company from March 2010 to November 2011. From May 2005 to March 2010, Mr. Queenan was the President and Chief Executive Officer of Opus North Corporation, a large U.S. real estate development company. Mr. Queenan holds a B.A. from Marquette University and a J.D. from Mitchell Hamline School of Law.

  110. RECOMMENDATION

    | | Robert E. Sulentic Age: 67 Chair, President and Chief Executive Officer |

  111. RECOMMENDATION

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

  112. RECOMMENDATION

    | CBRE 2024 PROXY STATEMENT | EXECUTIVE MANAGEMENT | 42 |

  113. RECOMMENDATION

    | | Croft Young Age: 51 Chief Investment Officer |

  114. RECOMMENDATION

    Mr. Young has been our Chief Investment Officer since July 2023. Prior to joining CBRE, Mr. Young was a Managing Director in the Real Estate Investment Banking Group at Morgan Stanley from August 2009 to July 2023, where he covered a range of blue-chip public and private clients in the real estate, investment management, and hospitality/leisure industries. Mr. Young previously was an officer (active duty and reserve) in the United States Marine Corps from 2002 to 2019. He is a member of the board of directors of the Travis Manion Foundation, a nonprofit Veterans Service Organization. Mr. Young holds a B.A. from the University of North Carolina at Chapel Hill and an M.B.A. from the University of North Carolina Kenan-Flager Business School.

  115. RECOMMENDATION

    | CBRE 2024 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS | 43 |

  116. RECOMMENDATION

    Compensation Discussion and Analysis

  117. RECOMMENDATION

    | This Compensation Discussion and Analysis, or CD&A, provides you with detailed information regarding the material elements of compensation paid to our executive officers, including the considerations and objectives underlying our compensation policies and practices. Although our executive compensation program is generally applicable to all of our executive officers, this CD&A focuses primarily on the program as applied to the following executives (whom we refer to as “named executive officers”): Robert E. Sulentic Chair, President and Chief Executive Officer Emma E. Giamartino Chief Financial Officer Chandra Dhandapani Former Chief Executive Officer, Global Workplace Solutions John E. Durburg Chief Executive Officer of U.S. and Canada, Advisory Services Daniel G. Queenan Chief Executive Officer, Real Estate Investments | Table of Contents | | | | Section 1. Introduction | 44 | | | Company Performance and Financial Highlights | 44 | | | Awards & Recognition | 45 | | | 2023 Compensation Updates | 46 | | | Section 2. Our Executive Compensation Philosophy | 47 | | | Section 3. How We Make Compensation Decisions | 50 | | | Compensation Committee Role | 50 | | | Chief Executive Officer Role | 50 | | | Independent Compensation Consultant Role | 50 | | | Peer Group Benchmarking—Comparative Market Data | 51 | | | Consideration of Stockholder Feedback on Executive Compensation | 51 | | | Compensation Risk Assessment | 52 | | | Section 4. Elements of Our Compensation Program | 53 | | | Compensation Elements for NEOs | 53 | | | Base Salary | 53 | | | Annual Performance Awards—Executive Bonus Plan | 53 | | | Long-Term Incentive Awards | 55 | | | Strategic Equity Awards | 56 | | | Other Compensation Elements | 59 | | | 2023 Compensation Decisions | 60 | | | Section 5. 2023 NEO Compensation and Performance Summaries | 61 | | | Section 6. Compensation Policies and Practices | 65 | | | Compensation Committee Report | 67 | | | Executive Compensation | 68 | | | Summary Compensation Table | 68 | | | Employment Agreements | 69 | | | Grants of Plan-Based Awards | 70 | | | Outstanding Equity Awards at Fiscal Year-End | 71 | | | Option Exercises and Stock Vested | 72 | | | Summary of Plans, Programs and Agreements | 72 | | | CEO Pay Ratio | 81 | | | Pay Versus Performance | 82 |

  118. RECOMMENDATION

    | CBRE 2024 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS — SECTION 1: INTRODUCTION | 44 |

  119. RECOMMENDATION

    Introduction Company Performance and Financial Highlights Our pay-for-performance approach aligns management and stockholder interests. The real estate capital markets environment weighed on our business performance in 2023, particularly the transactional business lines within the Advisory Services and Real Estate Investments segments, which are sensitive to market cycles. While overall net revenue fell 3%, our Resilient Businesses (including the entire GWS business, property management, loan servicing, asset management fees in Investment Management and valuations), together, grew net revenue at a 10% clip. These businesses are well-positioned for growth across market cycles. On the other hand, revenue from our Transactional Businesses (sales, leasing, mortgage origination, carried interest and incentive and development fees) slumped 21% last year, but are poised to resume growth when the market cycle turns. Despite the year’s challenges, we invested approximately $961.3 million in share buybacks (repurchasing approximately 7,867,348 shares), infill M&A and other strategic investments, while ending the year below the midpoint of our target leverage range, giving us substantial liquidity to finance future growth.

  120. RECOMMENDATION

    | Revenue | Net Revenue (1) | GAAP Net Income | | $31.9B | $18.3B | $986M | | +3.6% | -2.7% | -30% | | Core EBITDA (1) | GAAP EPS | Core EPS (1) | | $2.2B | $3.15 | $3.84 | | -24.5% | -26.6% | -32.5% | | 1-Year Total Stockholder Return (2) (as of 12/31/2023) | 3-Year Total Stockholder Return (2) (as of 12/31/2023) | 5-Year Total Stockholder Return (2) (as of 12/31/2023) | | 21% | 48% | 132% | | vs. 26% for S&P 500 (-5% outperformance) | vs. 33% for S&P 500 (+15% outperformance) | vs. 107% for S&P 500 (+25% outperformance) |

  121. RECOMMENDATION

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

  122. RECOMMENDATION

    | (2) Inclusive of dividends, assuming reinvestment. |

  123. RECOMMENDATION

    | CBRE 2024 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS — SECTION 1: INTRODUCTION | 45 |

  124. RECOMMENDATION

    Our performance in 2023 resulted in strong stockholder value creation. This extended a long-term record of consistently increased stockholder value.

  125. RECOMMENDATION

    | (1) $100 invested on December 31, 2018 in stock or index-including reinvestment of dividends, fiscal year ending December 31. |

  126. RECOMMENDATION

    | (2) Copyright© 2024 Standard & Poor’s, a division of S&P Global. All rights reserved. |

  127. RECOMMENDATION

    | (3) Peer group contains companies with the following ticker symbols: JLL, CIGI, CWK, ISS, MMI, NMRK, SVS.L (London) and WD. |

  128. RECOMMENDATION

    Awards & Recognition In 2023 and early 2024, we were recognized with the following awards and accolades:

  129. RECOMMENDATION

    | CBRE 2024 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS — SECTION 1: INTRODUCTION | 46 |

  130. RECOMMENDATION

    2023 Compensation Updates NEO Target Compensation Adjustments. As part of the annual target compensation review, the total annual compensation targets for Mses. Giamartino and Dhandapani were increased to align their compensation with market levels. Compensation targets for our other named executive officers remained unchanged from 2022.

  131. RECOMMENDATION

    | | 2023 Base Salary | 2023 EBP Target Awards | Total 2023 Annual Equity Awards | | Robert E. Sulentic | $1,250,000 | $2,500,000 | $14,750,000 | | Emma E. Giamartino | $700,000 (Increase of $20,000) | $1,100,000 (Increase of $100,000) | $3,200,000 (Increase of $1,380,000) | | Chandra Dhandapani | $750,000 | $1,100,000 | $3,650,000 (Increase of $250,000) | | John E. Durburg | $775,000 | $1,160,000 | $4,065,000 | | Daniel G. Queenan | $775,000 | $1,160,000 | $4,065,000 |

  132. RECOMMENDATION

    Additional details about these updates and decisions can be found in “Section 4. Elements of the Compensation Program” in this CD&A. Long-Term Incentive Award Design 2024 Annual Equity Award Metrics. As part of the Committee’s annual review of our compensation program, and in response to feedback from our investors, the Committee approved a change to the design of our annual performance-based awards. Beginning in 2024, our annual performance-based awards will incorporate two metrics—core EPS and relative total shareholder return. For additional information, please see our Form 8-K, filed on March 11, 2024.

  133. RECOMMENDATION

    | CBRE 2024 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS — SECTION 2: OUR EXECUTIVE COMPENSATION PHILOSOPHY | 47 |

  134. RECOMMENDATION

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

  135. RECOMMENDATION

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

  136. RECOMMENDATION

    | CBRE 2024 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS — SECTION 2: OUR EXECUTIVE COMPENSATION PHILOSOPHY | 48 |

  137. RECOMMENDATION

    2023 Target Compensation Mix The total 2023 target direct compensation mix for our Chief Executive Officer (“CEO”) and all named Executive Officers (“NEOs”) including our CEO is shown here.

  138. RECOMMENDATION

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

  139. RECOMMENDATION

    Overview of Compensation Components

  140. RECOMMENDATION

    | | Compensation Component | Description and Purpose | | FIXED | Base Salary | – Provides a level of fixed compensation necessary to attract and retain senior executives. – Set at a level that recognizes the skills, experience, leadership and individual contribution of each executive as well as the scope and complexity of the executive’s role, giving due consideration to appropriate comparator group benchmarking. | | VARIABLE | Annual Performance Awards | – Variable cash incentive opportunity tied to financial metrics and achievement of individual strategic objectives. – In 2023, the Committee used core EBITDA and segment operating profit to establish financial performance objectives in order to effectively tie annual cash performance compensation to our operating results. We believe that core EBITDA and segment operating profit are appropriate measures to evaluate our operating performance because they focus on profitability but exclude certain items that management does not consider directly indicative of the company’s ongoing performance. – Each executive had a target cash performance award opportunity, one-half of which depends on the company’s financial performance (the “financial payout factor”) and the other half of which depends on the executive’s personal performance (the “strategic payout factor”). | | | Annual Long-Term Incentives | – Annual grants of time-based and performance-based restricted stock units (RSUs) that are intended to align the interests of our executives with those of stockholders over a multi-year period, and to support executive retention objectives. – In 2023, our CEO was granted one-third of his target annual long-term incentive award value in the form of a Time Vesting Equity Award, and two-thirds in the form of a Core EPS Equity Award. Our other named executive officers were granted one-half of their target annual long-term incentive award value in the form of a Time Vesting Equity Award, and the other one-half in the form of a Core EPS Equity Award. We describe these two types of awards in greater detail in “Section 4. Elements of Our Compensation Program” in this CD&A. |

  141. RECOMMENDATION

    | CBRE 2024 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS — SECTION 2: OUR EXECUTIVE COMPENSATION PHILOSOPHY | 49 |

  142. RECOMMENDATION

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

  143. RECOMMENDATION

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

  144. RECOMMENDATION

    Say on Pay Results The Committee considers the results of annual stockholder advisory votes on the compensation of our named executive officers, otherwise known as a “say on pay” vote, in connection with the discharge of its responsibilities. We received strong support for our executive compensation from our stockholders at our 2023 annual meeting of stockholders, at which approximately 93% of the votes cast on the say on pay proposal were in favor of the 2022 compensation for our named executive officers. At this Annual Meeting, we will again hold a say on pay vote. The Committee will consider the results of the say on pay in evaluating our executive compensation policies and programs.

  145. RECOMMENDATION

    | CBRE 2024 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS — SECTION 3: HOW WE MAKE COMPENSATION DECISIONS | 50 |

  146. RECOMMENDATION

    How We Make Compensation Decisions Compensation Committee Role At the beginning of each performance year, the Committee determines the appropriate target levels of each component of compensation and establishes annual financial and strategic performance objectives for each executive officer based on factors the Committee deems relevant in its business judgment. Following year-end, performance relative to these objectives is measured, and individual annual performance awards are then determined. When establishing target compensation levels and annual performance objectives, the Committee may consider any factors it deems relevant, including:

  147. RECOMMENDATION

    | • | Industry and market conditions; |

  148. RECOMMENDATION

    | • | The company’s financial performance (i.e., based on the consolidated results of the enterprise and/or segment results); |

  149. RECOMMENDATION

    | • | The company’s global and segment performance relative to competitors; |

  150. RECOMMENDATION

    | • | Our Board-approved annual operating plan and related strategy and objectives; |

  151. RECOMMENDATION

    | • | Individual factors, including performance and expectations, responsibilities, experience, retention risk, succession planning, prior compensation and positioning among other senior executives; |

  152. RECOMMENDATION

    | • | Overall effectiveness of the compensation program in achieving, measuring and rewarding desired performance levels; |

  153. RECOMMENDATION

    | • | The results of our annual “say on pay” vote; |

  154. RECOMMENDATION

    | • | Advice from the Committee’s independent compensation consultant; |

  155. RECOMMENDATION

    | • | Market compensation data among comparable companies; and |

  156. RECOMMENDATION

    | • | Current and evolving practices and trends among comparable companies. |

  157. RECOMMENDATION

    These factors may vary from year to year based upon the Committee’s subjective business judgment reflecting its members’ collective experience. Chief Executive Officer Role Our CEO meets with the Committee and its independent compensation consultant to provide perspective about us and our industry that may be helpful in conducting an accurate survey of relevant market data. In addition, our CEO makes recommendations on non-CEO executive compensation and reviews and provides the Committee with commentary on the competitive pay information regarding non-CEO executive compensation contained in the report of the Committee’s independent compensation consultant. At the invitation of the Committee, our CEO also attends meetings when the performance of other executive officers is discussed. During these meetings, our CEO provides an assessment of those executives’ performance and recommends a payout percentage with respect to the strategic objectives portion of the annual performance bonus for each of those executive officers. The Committee makes all ultimate compensation decisions with respect to our executive officers (including for our CEO), incorporating both the feedback from its independent compensation consultant and our CEO. Our CEO does not attend Committee discussions where the Committee evaluates his performance or sets his compensation. Independent Compensation Consultant Role The Committee has retained Frederic W. Cook & Co., Inc., or FW Cook, as its independent compensation consultant. FW Cook reports directly to the Committee, attends meetings and provides advice to the Committee. FW Cook prepares analyses for the Committee based on its review of market data that it believes to be relevant, including compensation levels at, and the financial performance of, a comparator group of companies identified for the relevant period. FW Cook meets with the Committee and with management to solicit input on job scope, performance, retention issues and other relevant factors. FW Cook then prepares reports for the Committee with respect to management recommendations as to compensation opportunities of the applicable executive officers and the reasonableness of such recommendations. FW Cook works independently with the Committee chair to develop recommendations for CEO compensation. FW Cook also advises the Committee on compensation-related developments and best practices. FW Cook also advises the Governance Committee on non-employee director compensation. FW Cook has not provided the company any services other than the services that it provides to the Committee and the Governance Committee. After considering, among other things, the other factors described elsewhere in this Proxy Statement with respect to FW Cook’s work for the Committee and (i) the absence of any business or personal relationship between FW Cook and any member of the Committee or any of our executive officers, (ii) a certification from FW Cook that it does not trade in our securities, (iii) FW Cook’s Independence Policy that is reviewed annually by its board of directors, and (iv) FW Cook’s policy of proactively notifying the Committee chair of any potential or perceived conflicts of interest, the Committee has concluded that FW Cook is independent and that its work does not raise any conflict of interest.

  158. RECOMMENDATION

    | CBRE 2024 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS — SECTION 3: HOW WE MAKE COMPENSATION DECISIONS | 51 |

  159. RECOMMENDATION

    Peer Group Benchmarking—Comparative Market Data We seek to offer total compensation opportunities competitive with the market in which we compete for executive talent. For some positions, this market is broader than the commercial real estate services and investment industry in which we operate. Accordingly, the Committee periodically reviews comparator company compensation data, general industry compensation survey data and recommendations from FW Cook to understand whether our executive compensation is reasonable and competitive. For certain executives, the Committee examines target compensation levels against business services sector comparators and a broad group of non-manufacturing companies, including those that the Committee considers to be our most comparable public company competitors. This group changes from time to time, and for 2023 executive-compensation-planning purposes it consisted of the following companies:

  160. Compensation Committee

    | | | | | Stock Awards ($) | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Annual Stock Award(1)(2) ($) | Strategic Equity Award ($) | Total Stock Awards ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Robert E. Sulentic(5) | 2023 | 1,250,000 | — | 14,749,941 | — | 14,749,941 | 2,352,893 | 6,000 | 18,358,834 | | President and Chief Executive Officer | 2022 | 1,167,500 | — | 14,749,919 | 7,511,331 | 22,261,250 | 2,477,350 | 6,000 | 25,912,100 | | | 2021 | 939,726 | — | 9,789,859 | — | 9,789,859 | 3,174,000 | 4,500 | 13,908,085 | | Emma E. Giamartino | 2023 | 695,000 | — | 3,199,880 | — | 3,199,880 | 980,273 | 6,000 | 4,881,153 | | Chief Financial Officer | 2022 | 680,000 | — | 1,819,920 | — | 1,819,920 | 965,940 | 6,000 | 3,471,860 | | | 2021 | 520,438 | 1,000,000 | 1,214,886 | 1,789,763 | 3,004,649 | 1,307,692 | 4,500 | 5,837,279 | | Chandra Dhandapani | 2023 | 750,000 | — | 3,649,996 | — | 3,649,996 | 1,020,417 | 6,000 | 5,426,413 | | Former CEO, Global Workplace Solutions | 2022 | 737,500 | — | 3,116,344 | — | 3,116,344 | 1,168,623 | 4,308 | 5,026,775 | | | 2021 | 700,000 | — | 1,799,712 | 1,789,763 | 3,589,475 | 1,477,599 | 4,500 | 5,771,574 | | John E. Durburg(6) | 2023 | 775,000 | — | 4,064,992 | — | 4,064,992 | 887,973 | 6,000 | 5,733,965 | | CEO of U.S. and Canada, Advisory Services | 2022 | 756,250 | — | 4,064,936 | — | 4,064,936 | 1,072,389 | 6,000 | 5,899,575 | | Daniel G. Queenan | 2023 | 775,000 | — | 4,064,992 | — | 4,064,992 | 908,371 | 6,000 | 5,754,363 | | CEO, Real Estate Investments | 2022 | 756,250 | — | 4,064,936 | — | 4,064,936 | 1,077,155 | 6,000 | 5,904,341 | | | 2021 | 700,000 | — | 2,699,894 | — | 2,699,894 | 1,815,000 | 4,500 | 5,219,394 |

  161. Non-Equity Incentive Plan Compensation Column (3)

    | (5) With respect to his outstanding equity awards, Mr. Sulentic became retirement eligible in September 2018. For additional information regarding the treatment of such awards upon retirement, please refer to the discussion under “Summary of Plans, Programs and Agreements—Severance Plan; Treatment of Death, Disability and Retirement Under 2020, 2021, 2022 and 2023 Equity Award Agreements; Treatment of Qualifying Termination and Retirement Under Strategic Equity Award Agreements.” |

  162. Dhandapani Agreement

    | CBRE 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION — GRANTS OF PLAN-BASED AWARDS | 70 |

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

    | CBRE 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION — OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 71 |

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

    | CBRE 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION — OPTION EXERCISES AND STOCK VESTED | 72 |

  165. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  166. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY(1) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Chandra Dhandapani | 116,862 | — | 447,751 | — | 1,645,113 |

  167. Non-Qualified Deferred Compensation

    | (1) The amount in this column is not reported as compensation for the fiscal year ended December 31, 2023 in the “Summary Compensation Table” since it does not reflect above-market or preferential earnings. |

  168. Non-Qualified Deferred Compensation

    | CBRE 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION — SUMMARY OF PLANS, PROGRAMS AND AGREEMENTS | 74 |

  169. Non-Qualified Deferred Compensation

    401(k) Plan We maintain a tax-qualified 401(k) retirement plan. Most of our U.S. employees, other than certain qualified real estate agents having the status of independent contractors under Internal Revenue Code Section 3508 and non-plan electing unionized employees, are eligible to participate in this plan. The 401(k) plan provides for participant contributions as well as a company match. Severance Plan; Treatment of Death, Disability and Retirement Under 2020, 2021, 2022 and 2023 Equity Award Agreements; Treatment of Qualifying Termination and Retirement Under Strategic Equity Award Agreements

  170. HYPOTHETICAL DECEMBER 29, 2023 TERMINATION DUE TO SEA QUALIFYING TERMINATION (CHANGE IN CONTROL)

    | CBRE 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION — CEO PAY RATIO | 81 |

  171. HYPOTHETICAL DECEMBER 29, 2023 TERMINATION DUE TO SEA QUALIFYING TERMINATION (CHANGE IN CONTROL)

    | CBRE 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION — PAY VERSUS PERFORMANCE | 82 |

  172. HYPOTHETICAL DECEMBER 29, 2023 TERMINATION DUE TO SEA QUALIFYING TERMINATION (CHANGE IN CONTROL)

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

  173. HYPOTHETICAL DECEMBER 29, 2023 TERMINATION DUE TO SEA QUALIFYING TERMINATION (CHANGE IN CONTROL)

    | CBRE 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION — PAY VERSUS PERFORMANCE | 83 |

  174. HYPOTHETICAL DECEMBER 29, 2023 TERMINATION DUE TO SEA QUALIFYING TERMINATION (CHANGE IN CONTROL)

    | (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay Versus Performance table above. The following table details the applicable adjustments that that were made to determine CAP (all amounts are averages for the non-CEO NEOs): |

  175. HYPOTHETICAL DECEMBER 29, 2023 TERMINATION DUE TO SEA QUALIFYING TERMINATION (CHANGE IN CONTROL)

    | CBRE 2024 PROXY STATEMENT | EXECUTIVE COMPENSATION — PAY VERSUS PERFORMANCE | 84 |