DEF 14A of Marcus & Millichap, Inc.
Filed Mar 19, 2025 · FY20240001193125-25-057887
PROPOSAL 1: Election of Directors
PROPOSAL 1: Election of Directors We are asking our stockholders to vote “FOR” three nominees to election as Class III Directors, each to serve on our Board of Directors (the “Board,” and each member a “Director”) for a three-year term until the 2028 Annual Meeting of Stockholders or until his successor is elected and qualified or, if earlier, the Director’s death, resignation, or removal.
Nominees and Continuing Directors
Nominees and Continuing Directors The following table sets forth information regarding the nominees standing for election at the Annual Meeting and our continuing Directors.
Nominees and Continuing Directors
| Nominee or Director Name | Class | Election Year | Age | Position(s) | Director Since | | Nominees: | | | | | | | George M. Marcus | III | 2025 | 83 | Director, Founder, Chair of the Board | 1971 | | George T. Shaheen | III | 2025 | 80 | Director | 2013 | | Don C. Watters | III | 2025 | 82 | Director, Lead Independent Director | 2013 | | Continuing Directors: | | | | | | | Norma J. Lawrence | I | 2026 | 70 | Director | 2013 | | Hessam Nadji | I | 2026 | 59 | Director, President, Chief Executive Officer | 2016 | | Collete English Dixon | II | 2027 | 67 | Director | 2021 | | Lauralee E. Martin | II | 2027 | 74 | Director | 2019 | | Nicholas F. McClanahan | II | 2027 | 80 | Director | 2013 |
Nominees and Continuing Directors
| Recommendation of the Board Provided that there is a quorum at the Annual Meeting, Directors are elected by a plurality of the votes cast by the stockholders entitled to vote at such election. Accordingly, subject to our Director Resignation Policy described in the “Corporate Governance” section below, the three nominees receiving the highest number of affirmative votes will be elected. The individuals named as proxyholders will vote your shares for the election of these three nominees unless you direct them to withhold your vote. If any nominee is unable to serve or for good cause will not serve as a Director, the individuals named as proxyholders may vote for a substitute nominee. | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH NOMINEE FOR DIRECTOR. |
Nominee Selection Process
Nominee Selection Process The Board is responsible for nominating persons for election as Directors of the Company. Our Board has delegated responsibility for identifying and evaluating individuals as members of the Board to our Nominating and Corporate Governance Committee.
Nominee Selection Process
| 1 Identify the Candidate | Our Nominating and Corporate Governance Committee is charged with identifying, evaluating, and recommending director nominees to the full Board. When seeking new director candidates, the Nominating and Corporate Governance Committee will consider potential candidates for directors submitted by Board members, members of our management, and our stockholders. The Nominating and Corporate Governance Committee does not evaluate candidates differently based upon the source of the nominee. | | | | | 2 Confirm Candidate Qualifications | Once a candidate has been identified, our Nominating and Corporate Governance Committee will confirm that the candidate meets the following general criteria: ◾ Nominees should have a reputation for integrity, honesty, and adherence to high ethical standards; ◾ Nominees should have demonstrated business acumen, experience, and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company and should be willing and able to contribute positively to the decision-making process of the Company; ◾ Nominees should have a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board and its committees; ◾ Nominees should have the interest and ability to understand the sometimes-conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, governmental units, creditors, and the general public, and to act in the interests of all stockholders; and, ◾ Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director. While we do not have a formal diversity policy for Board membership, we look for potential candidates that help ensure that the Board has a wide range of perspectives and backgrounds, and we understand the benefits of seeking qualified candidates reflecting the diversity in our community to include in the pool from which we select new Board members. We also look for financial oversight experience, financial community experience, and a good reputation with the financial community; business management experience; business contacts, business knowledge, and influence that may be useful to our business; and knowledge about our industry. |
Nominee Selection Process
| 3 Candidate Evaluation | The Nominating and Corporate Governance Committee takes such measures that it considers appropriate in connection with the evaluation of a candidate, including candidate interviews, inquiries of the person recommending the candidate, engagement of an outside search or personnel firm to gather additional information, or reliance on the knowledge of the members of the committee, the Board or management. | | | | | 4 Committee Recommendation | The Nominating and Corporate Governance Committee recommends to the Board the persons to be nominated for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board, taking into consideration direct input from the Chair of the Board, the Chief Executive Officer (“CEO”), and, if one is appointed, the Lead Independent Director. | | | | | 5 Stockholder Vote | Stockholders vote on director nominees at the Annual Meeting of Stockholders. | | | | | 6 Implementation | Since 2019, two new independent Directors have been added, both of whom will continue to serve as Directors after the Annual Meeting. We believe each of our Directors brings a diverse set of skills and perspectives that add significant value to our governance and oversight. |
Attributes, Skills and Experience of our Nominees and Continuing Directors
Attributes, Skills and Experience of our Nominees and Continuing Directors The Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the skills and characteristics of Board members, as well as the composition of the Board as a whole. This assessment includes determining whether members of the Board may be classified as “independent” and assessing their skills and experience in the context of the needs of the Board. The assessment also includes considering the diversity of the members’ skills and experience in areas that are relevant to the Company’s business and activities, including operations, finance, marketing, and sales.
Attributes, Skills and Experience of our Nominees and Continuing Directors
| TENURE Average tenure of nine years as of the end of 2024. | | | 0 to 5 Years | | | 5 to 10 Years | | | > 10 Years | |
Summary of Board Nominee Experience and Skills
Summary of Board Nominee Experience and Skills In addition to the minimum qualifications that the Board believes are necessary for all of our Directors, the following chart highlights certain skills and experience that are relevant to our long-term strategy, and therefore relevant when considering candidates for election to our Board. The chart below reflects each Director’s skillset. Further information on each Director’s qualifications and relevant experience is provided in the individual biographies that follow the chart.
Summary of Board Nominee Experience and Skills
| Skills and Experiences | | | | | | | | | | Finance and Accounting | | | | | | | | | | Human Capital Management | | | | | | | | | | M&A | | | | | | | | | | Other Public Company Board Service | | | | | | | | | | Real Estate Industry Experience | | | | | | | | | | Risk Management | | | | | | | | | | Senior Leadership / CEO | | | | | | | | | | Technology / Cybersecurity / Innovation | | | | | | | | |
Background and Qualifications of Director Nominees and Continuing Directors
Background and Qualifications of Director Nominees and Continuing Directors Set forth on the following pages are the names and ages of the Director nominees and the continuing Directors, the years they became Directors, their principal occupations or employment for at least the past five years, and the names of other public companies for which they serve as a Director or have served as a Director during the past five years. Also set forth below are the specific experiences, qualifications, or skills that led our Nominating and Corporate Governance Committee to conclude that each person should serve as a Director.
Nominees for Election for a Three-Year Term Ending with the 2028 Annual Meeting of Stockholders
Nominees for Election for a Three-Year Term Ending with the 2028 Annual Meeting of Stockholders
Nominees for Election for a Three-Year Term Ending with the 2028 Annual Meeting of Stockholders
| George M. Marcus Founder, Chair Marcus & Millichap, Inc. Non-Independent Director |
Nominees for Election for a Three-Year Term Ending with the 2028 Annual Meeting of Stockholders
| Director Since | Age | Committees | | 1971 | 83 | Executive (Chair) |
Director Qualifications
Director Qualifications
Director Qualifications
| ◾ | Mr. Marcus is our founder and has served as our chair of the Board since 1971. He has extensive knowledge of the Company, over 50 years of experience working in the real estate industry and significant experience serving on boards of other public companies. |
Experience and Biography
Experience and Biography
Experience and Biography
| ◾ | Founder and chair of Marcus & Millichap Company, the parent company of a diversified group of real estate service investment and development firms, including, SummerHill Housing Group, Pacific Urban Investors and Meridian Property Company. |
Experience and Biography
| ◾ | Founder and chair of the board of Essex Property Trust, a public multifamily real estate investment trust, and was one of the original directors of Plaza Commerce Bank and Greater Bay Bancorp, both of which were formerly publicly held financial institutions. |
Experience and Biography
| ◾ | Professional memberships include Real Estate Roundtable, Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley and Urban Land Institute, as well as numerous other professional and community organizations. |
Experience and Biography
| George T. Shaheen Advisor Andersen Global Independent Director |
Experience and Biography
| Director Since | Age | Committees | | 2013 | 80 | Audit, Compensation, Nominating and Corporate Governance |
Director Qualifications
Director Qualifications
Director Qualifications
| ◾ | Mr. Shaheen has extensive experience as a senior executive and director of numerous companies, and he possesses significant business and leadership knowledge and experience. |
Nominees for Election for a Three-Year Term Ending with the 2028 Annual Meeting of Stockholders
Nominees for Election for a Three-Year Term Ending with the 2028 Annual Meeting of Stockholders
Nominees for Election for a Three-Year Term Ending with the 2028 Annual Meeting of Stockholders
| Don C. Watters Director Emeritus McKinsey & Company Independent Director |
Nominees for Election for a Three-Year Term Ending with the 2028 Annual Meeting of Stockholders
| Director Since | Age | Committees: | | 2013 | 82 | Compensation (Chair), Audit |
Director Qualifications
Director Qualifications
Director Qualifications
| ◾ | Mr. Watters possesses substantial knowledge and experience in strategic planning, organization, operations, and leadership of complex organizations. |
Experience and Biography
Experience and Biography
Experience and Biography
| ◾ | Mr. Watters is a director (senior partner) emeritus of McKinsey & Company, a global management consulting firm. During his 28 years with McKinsey & Company, Mr. Watters served primarily Fortune 500 sized private sector clients in over a dozen different industries on issues of strategy, organization and operations. |
Experience and Biography
| ◾ | Served on the board of directors of Merant PLC, a publicly traded company based in the United Kingdom from the late 1990s to 2004. |
Experience and Biography
| ◾ | Was on the advisory board of Cunningham Communication, Inc. Mr. Watters has served on the board of directors of numerous non-profit organizations, including the San Jose Ballet, the Tech Museum of Innovation, the American Leadership Forum Silicon Valley, the American Leadership Forum National, United Way Silicon Valley and the Bay Area Garden Railway Society, and is a member of the El Camino Hospital Board of Directors. |
Experience and Biography
| ◾ | Mr. Watters received a B.S. in engineering from the University of Michigan and an M.B.A. from Stanford University. |
Experience and Biography
| Norma J. Lawrence Former Partner KPMG LLP Independent Director |
Experience and Biography
| Director Since | Age | Committees | | 2013 | 70 | Audit (Chair), Nominating and Corporate Governance |
Director Qualifications
Director Qualifications
Director Qualifications
| ◾ | Ms. Lawrence possesses particular knowledge and expertise in accounting and financial matters in the real estate industry. |
Experience and Biography
Experience and Biography
Experience and Biography
| ◾ | Ms. Lawrence previously served on the board of Broadmark Realty Capital Inc. |
Experience and Biography
| ◾ | Served as a partner in the audit department of KPMG LLP where she specialized in real estate. |
Experience and Biography
| ◾ | Ms. Lawrence was with KPMG from 1979 through 2012 and she was a member of the National Association of Real Estate Investment Trusts, the Pension Real Estate Association, the National Council of Real Estate Investment Fiduciaries, the California Society of Certified Public Accountants, and the American Institute of Certified Public Accountants, and was a member of WomanCorporateDirectors. |
Experience and Biography
| ◾ | Ms. Lawrence received a B.A. in mathematics and an M.B.A. in finance and accounting from the University of California, Los Angeles. |
Experience and Biography
| Hessam Nadji President and CEO Marcus & Millichap, Inc. Non-Independent Director |
Experience and Biography
| Director Since | Age | Committees | | 2016 | 59 | Executive |
Director Qualifications
Director Qualifications
Director Qualifications
| ◾ | Mr. Nadji has extensive knowledge of the Company and over 36 years of experience working in the real estate industry. |
Director Qualifications
Director Qualifications
Director Qualifications
| ◾ | Ms. Martin has extensive experience with the commercial real estate services industry and in evaluating acquisition opportunities, managing banking relationships and investor relations as well as significant experience serving on the boards of other public companies. |
Experience and Biography
Experience and Biography
Experience and Biography
| ◾ | Ms. Martin served as chief executive officer and president of Healthpeak Properties, Inc. (now DOC) a real estate investment trust focusing on properties serving the healthcare industry, from October 2013 to July 2016. |
Experience and Biography
| ◾ | Served as chief executive officer of the Americas Division of Jones Lang LaSalle, Inc., a financial and professional services firm specializing in real estate services and investment management, from January 2013 to October 2013. |
Experience and Biography
| ◾ | Executive vice president and chief financial officer of Jones Lang LaSalle from January 2002 and was appointed chief operating and financial officer in October 2005 and served in that capacity until January 2013. |
Experience and Biography
| ◾ | 15 years with Heller Financial, Inc., a commercial finance company with international operations, where she was vice president, chief financial officer, senior group president and president of the Real Estate group. |
Experience and Biography
| ◾ | Ms. Martin currently serves on the boards of Kaiser Aluminum Corporation and QuadReal Property Group, is an advisor to Beacon Capital Partners, and previously served on the board of Healthpeak Properties, Inc., ABM Industries, KeyCorp and Gables Residential Trust. |
Experience and Biography
| ◾ | Ms. Martin received a B.A. in English from Oregon State University and an M.B.A. from the University of Connecticut. |
Experience and Biography
| Nicholas F. McClanahan Former Managing Director, Accretive Advisor Inc. Independent Director | | | | Director Since | Age | Committees: | | 2013 | 80 | Nominating and Corporate Governance (Chair), Compensation |
Alignment of CEO Compensation and Company Performance
Alignment of CEO Compensation and Company Performance We designed our 2024 executive compensation program to motivate and reward executive performance. The chart below analyzes CEO’s target total direct compensation (which is the sum of base salary, target bonus, and target long-term incentive (“LTI”) grant value) for 2024. Mr. Nadji’s original target grant value was $6.9 million. As explained in more detail in this CD&A, his 2024 target bonus and LTI grant value were reduced due to challenging business conditions resulting in 2024 target total direct compensation of $5.3 million. Actual bonus was earned at 54% of target, while the value of the 2024 grant at 12/31/2024 increased from the 5/2/2024 grant value based on our improved total shareholder return during the last half of the year. The resulting actual total direct compensation was $4.7M, which was 32% below Mr. Nadji’s original target total direct compensation.
Compensation Policies and Practices
| What We Do | What We Don’t Do | | ✓ Pay-for-performance philosophy and culture ✓ More than two-thirds of our current NEOs’ total target direct compensation is performance-based and/or at risk ✓ Independent compensation committee ✓ Independent compensation consultant ✓ Compensation recovery policy for executive officers on cash and equity incentives ✓ Responsible use of shares under our long-term incentive program ✓ Robust stock ownership requirements ✓ Annual risk assessment of our compensation program ✓ Limited perquisites and personal benefits | × Minimum guaranteed vesting for performance-based equity awards × Allow for pledging and hedging of Company stock by executive officers, Directors, employees, and independent contractor agents × Single trigger vesting of equity awards × Excessive severance or change in control benefits × Payout or settlement of dividends and dividend equivalents on unvested equity awards × Reprice, cash-out or exchange “underwater” stock options without stockholder approval × Tax gross-ups × Executive pension plans or supplemental retirement plans |
Key Themes from Stockholder Engagement
Key Themes from Stockholder Engagement While our stockholders were generally pleased with the design of our executive compensation program, they did express concern with the lack of performance-based equity grants in our long-term incentive compensation program. Certain stockholders also expressed concern with the one-time, off-cycle, equity award made in August of 2023. The Compensation Committee is committed to implementing compensation programs that are aligned with the interests of our stockholders.
Key Themes from Stockholder Engagement
| | What We Heard | How We Responded | | Topic | Feedback | Changes for FY25 and Beyond | | One-time equity award | Shareholders expressed concern over the one-time, off-cycle equity grant made in August 2023. | ◾ We communicated with the concerned shareholders that the one-time, off-cycle award had only occurred due to unique circumstances and there were no further one-time, off-cycle grants planned now or in the future. | | Lack of Performance-based Equity Grants | Shareholders expressed concern over a lack of performance-based equity grants as part of the Company’s long-term incentive program | ◾ Beginning with our 2025 long-term incentive program, 50% of target grant value will be awarded in the form of performance share units that vest based on achievement of three-year financial goals, in addition to continued employment. See “Changes to 2025 Long-Term Incentive Program” on page 44. |
Elements of 2024 Compensation
| Direct Compensation | Indirect Compensation | | ◾ Base Salary | ◾ Employee Benefits | | ◾ Annual Cash Incentives | | | ◾ Long-Term Equity Incentives | |
Annual Cash Incentives
Annual Cash Incentives In 2024, all our executive officers participated in the 2024 Executive Short-Term Incentive Plan (the “2024 Annual Incentive Plan”). The Compensation Committee established certain financial and non-financial goals in May 2024, which are discussed in more detail below. Annual cash incentives are designed to reward annual accomplishments against pre-established financial and strategic goals. In establishing target short-term cash incentive award opportunities for the NEOs, the Compensation Committee considered each NEO’s individual performance and responsibilities, historical target amounts, and a market data analysis of the Company’s peer group. The Compensation Committee approved 2024 target short-term cash incentive award opportunities for the NEOs, which were unchanged from each NEO’s target annual incentive opportunity in 2023. Consistent with the approach taken in 2023, the Compensation Committee then reduced the established targets by 15% due to challenging business conditions.
Annual Cash Incentives
| NEO | 2024 Target Annual Incentive Opportunity | Original Target Annual Incentive Opportunity | Percentage Decrease | | Hessam Nadji | $2,295,000 | $2,700,000 | (15%) | | Steven F. DeGennaro | $807,500 | $950,000 | (15%) | | Richard Matricaria | $1,317,500 | $1,550,000 | (15%) | | John David Parker | $1,317,500 | $1,550,000 | (15%) | | Gregory A. LaBerge | $467,500 | $550,000 | (15%) |
Annual Cash Incentives
Actual annual incentive awards could range from 0% to 200% of each NEO’s target based on performance against the performance goals. In addition, the Compensation Committee retained the flexibility to adjust awards based on the Company and each NEO’s performance and any other factors they deem appropriate. Annual incentives for 2024 were based on a combination of financial and individual strategic performance goals. The weightings between each performance category for each NEO were as follows:
Annual Cash Incentives
| NEO | MMI Financial Performance | Individual/Strategic Performance | | Hessam Nadji | 50% | 50% | | Steven F. DeGennaro | 40% | 60% | | Richard Matricaria | 40% | 60% | | John David Parker | 40% | 60% | | Gregory A. LaBerge | 35% | 65% |
Annual Cash Incentives
Financial Objectives for 2024. Pre-tax net income is used for the financial performance goal for the Company’s Annual Incentive Plan because it provides a consistent, firm, and accurate measure of the Company’s overall financial performance and profitability, as it excludes the impact of tax considerations, which can be complex and variable due to the nature of our business, and the various state, local, and foreign taxes that we are subject to. As discussed in more detail above, our business was negatively impacted by the significant market headwinds experienced across the U.S. commercial real estate industry starting in the second half of 2022 and continuing through 2024. As a result, our internal operating plan anticipated significantly lower net income than that budgeted in 2023, but significantly higher than the actual pre-tax net loss of $40.4 million in 2023. Furthermore, to ensure our annual cash incentive program was appropriately rigorous, the Compensation Committee set the pre-tax net income financial performance target 50% higher than our internal operating plan (i.e., the annual cash incentive program target was pre-tax net income of $30 million versus our pre-tax net income budget of $20 million). The 2024 target goal was established on the premise that the Federal Reserve would begin reducing interest rates by the second quarter and bringing about improving market conditions starting in the third quarter, which ultimately did not occur. The Compensation Committee also determined that approving such an aggressive goal was appropriate to help motivate and maintain the continuous work ethic demonstrated by the Company’s executives and incentivize strong financial performance. Despite being the top ranked brokerage firm by number of transactions in 2024, we incurred a pre-tax net loss of $13 million, due to the market dislocation and significant decline in total transactions, as well as expenses related to the capital that we invested in talent acquisition and retention. While this was an improvement over 2023, it resulted in no payout for the financial performance component of each NEO’s target annual incentive opportunity. Individual Strategic Objectives for 2024. Individual strategic goals varied for each executive and related to the following:
Annual Cash Incentives
| NEO | Individual Strategic Performance Goals | | Hessam Nadji | Minimize revenue loss from departing agents through retention efforts, recruiting of new and experienced agents, sales force operational excellence, organizational strategies, workforce engagement and internal communications, and strategic initiatives | | Steven F. DeGennaro | Financial services operational improvements, investor relations management and oversight, and strategic initiatives, including executive strategic priorities in partnership with the CEO | | Richard Matricaria | Minimize revenue loss from departing agents through retention efforts, recruiting of new and experienced agents, and strategic initiatives, including increasing market share and core revenue, and supporting the CEO in managing outcomes for key people and projects | | John David Parker | Minimize revenue loss from departing agents through retention efforts, recruiting of new and experienced agents, and strategic initiatives, including increasing market share and core revenue, successfully implementing key initiatives and supporting the CEO in managing outcomes for key people and projects | | Gregory A. LaBerge | Minimize revenue loss from departing agents through retention efforts, technology initiatives, strategic initiatives, and implementing operational initiatives firmwide |
Annual Cash Incentives
The Compensation Committee evaluated each NEO’s performance against his strategic goals to make an overall determination of the aggregate achievement for each NEO. Based on this evaluation, the Compensation Committee determined that each NEO met or largely achieved most of his strategic goals. Key performance highlights that were considered by the Compensation Committee in assessing the achievements of the NEOs included:
Annual Cash Incentives
| ◾ | Effectively communicated with analysts and major shareholders in a volatile market. |
Annual Cash Incentives
| ◾ | Achieved a pre-established retention rate at 100% of target, despite a highly competitive landscape for talent. |
Annual Cash Incentives
| ◾ | Drove focus on market listing opportunities to effectuate further price reductions and listing conversions. |
Annual Cash Incentives
| ◾ | Adopted a range of measures, projects and departmental changes to drive progress toward short-and long-term strategic goals. |
Annual Cash Incentives
| ◾ | Explored strategic considerations and evaluated acquisition opportunities for further diversification and growth. |
Annual Cash Incentives
| ◾ | Enhanced our ability to serve client needs by expanding marketing efforts and central support, further integrating our auction teams into the sales process, and leveraging technology. |
Annual Cash Incentives
Based on MMI’s financial performance and the Compensation Committee’s assessment of each NEO’s individual performance against his pre-established strategic goals as well as the Compensation Committee’s independent judgement as to each NEO’s total contributions to the Company, the Compensation Committee awarded the annual incentives, set forth in the table below, which reflected a percentage of each NEO’s target annual incentive opportunity.
Annual Cash Incentives
| NEO | Target Annual Incentive Opportunity ($) | Actual Award ($) | Actual Award (% of Target) | | Hessam Nadji | $2,295,000 | $1,240,448 | 54% | | Steven F. DeGennaro | $807,500 | $515,185 | 64% | | Richard Matricaria | $1,317,500 | $685,100 | 52% | | John David Parker | $1,317,500 | $746,364 | 57% | | Gregory A. LaBerge | $467,500 | $273,488 | 59% |
Long-Term Incentives
Long-Term Incentives Our long-term incentive program has historically consisted of annual grants of RSUs, which align the interests of management with those of stockholders, promote retention of key talent, and reward total stockholder return performance. When determining the appropriate RSU grants for the NEOs, the Compensation Committee considers each NEO’s role, responsibilities, past performance, future potential, current level of ownership, and amount of unvested equity holdings. Generally, for NEOs other than the CEO, the Compensation Committee has chosen to award RSUs that have a grant date fair value that does not exceed 50% of each NEO’s target annual incentive award for the prior year, with the actual number of RSUs to be determined based on the consideration of the foregoing factors. In connection with the annual compensation review process, after considering the Company’s and each NEO’s 2023 performance relative to the metrics set forth in the annual incentive plan for 2023, each NEO’s current equity holdings in the Company, a market data analysis of the Company’s peer group, and the current equity ownership of our NEOs, in February 2024, the Compensation Committee granted 72,000 RSUs to Hessam Nadji (representing 20,000 fewer RSUs compared to Mr. Nadji’s 2023 RSU grant), 10,701 RSUs to Steven DeGennaro, 8,730 RSUs to Richard Matricaria, 17,460 RSUs to John David Parker, and 6,195 RSUs to Gregory A. LaBerge, subject to stockholder approval of the Amended and Restated 2013 Omnibus Equity Incentive Plan at the 2024 Annual Meeting of Stockholders on May 2, 2024. The table below sets forth the number of RSUs granted to each of Messrs. Nadji, DeGennaro, Matricaria, Parker, and LaBerge in 2023 and 2024, as well as the difference in grant date fair value.
Long-Term Incentives
| NEO | 2024 RSUs | 2023 RSUs | Difference in Grant Date Fair Value(1) | | Hessam Nadji | 72,000 | 92,000(2) | $(947,440) | | Steven F. DeGennaro | 10,701 | 12,508 | $(99,111) | | Richard Matricaria | 8,730 | 20,362 | $(444,303) | | John David Parker | 17,460 | 20,657 | $(170,609) | | Gregory A. LaBerge | 6,195 | 6,590 | $(34,081) |
Long-Term Incentives
| (1) Represents the difference between the grant date fair value of 2024 RSUs (calculated by multiplying the number of RSUs granted by our closing stock price as of the May 2, 2024 effective grant date ($32.56)) and the grant date fair value of 2023 RSUs (calculated by multiplying the number of RSUs granted by our closing stock price as of the February 9, 2023 grant date ($35.78)). |
Long-Term Incentives
| (2) Does not include the one-time retention grant of 150,000 RSUs granted to Mr. Nadji in August 2023. |
Long-Term Incentives
Each NEO’s RSUs vest in five equal annual installments, with the first vesting date beginning on March 10, 2025, subject to the applicable NEO’s continuous service through each vesting date, except in certain limited circumstances involving a change in control. See “Severance and Change in Control Benefits” below for more information. The grant date value of these RSU awards is disclosed in the Grants of Plan-Based Awards table.
Changes to 2025 Long-Term Incentive Program
Changes to 2025 Long-Term Incentive Program As further described in the section entitled “2024 Say-On-Pay Advisory Vote” above, following the annual stockholder advisory vote to approve the compensation of our NEOs at our 2024 Annual Meeting of Stockholders, we conducted an extensive engagement campaign with our stockholders to seek feedback regarding the design of our executive compensation program. Based on the feedback and concerns expressed by stockholders during this extensive engagement campaign, and to demonstrate the Compensation Committee’s commitment to implementing compensation programs that are aligned with the interests of our stockholders, the Compensation Committee has approved material changes to our long-term incentive program starting with 2025. For 2025, our long-term incentive program will be comprised of performance-based stock units (PSUs) (50%) and time-based RSUs (50%). One-third of the PSUs will be subject to achievement of revenue goals and two-thirds of the PSUs will be subject to achievement of Adjusted EBITDA(1) goals, in each case, measured over the three-year performance period covering fiscal years 2025, 2026 and 2027, with payout ranging from 0% to 200% of target. At the suggestion of some stockholders, the Compensation Committee considered incorporating a relative metric into the new PSU program. However, the Compensation Committee ultimately determined not to include a relative metric for the PSUs because it was not possible to develop a relevant comparison group of companies that publicly-disclosed financial information and shareholder returns. There are very few publicly-traded real estate services companies, and those that are publicly-traded operate in different businesses (or are subsidiaries of companies that operate in different businesses) than the Company, which makes it difficult to develop a sufficient sample of companies that are direct competitors to meaningfully compare our relative performance. Subject to certain limited exceptions, the Compensation Committee will certify and approve performance against the revenue and Adjusted EBITDA performance goals following the completion of the three-year performance period and any earned PSUs will vest on the third anniversary of the date of grant, subject to the participant’s continuous service through such date. The time-based RSUs will vest in four equal annual installments, subject to the participant’s continuous service through each vesting date, except in certain limited circumstances.
Changes to 2025 Long-Term Incentive Program
| (1) GAAP to Non-GAAP reconciliation is disclosed on page 38 of the Company’s 2024 Annual Report on Form 10-K, which was filed with the SEC on February 27, 2025. |
Role of Consultants
Role of Consultants The Compensation Committee has engaged FW Cook as its independent executive compensation advisor. FW Cook reports directly to the Compensation Committee and does no work for management that is not under the Compensation Committee’s purview. FW Cook provides independent advice to the Compensation Committee on the reasonableness of executive compensation levels in comparison with typical market practices, and on the appropriateness of the compensation program structure in supporting the Company’s business objectives. A representative of FW Cook attends meetings of the Compensation Committee, and communicates with the Compensation Committee Chair between meetings. The Compensation Committee assessed the independence of FW Cook pursuant to SEC rules and stock exchange listing standards and concluded that no conflicts of interest exist.
Role of Competitive Data
Role of Competitive Data In establishing 2024 target pay opportunities for our NEOs, the Compensation Committee considered competitive market data from an analysis prepared by FW Cook in November 2023. The same peer group of companies approved by the Committee in 2022 was used for this competitive analysis. Because there are not many publicly traded commercial real estate services firms similar in size and business model to us, development of an appropriate “peer group” of companies against which to compare pay levels and practices proves challenging. Therefore, the Compensation Committee, with the assistance of FW Cook, used the following more expansive criteria to select a peer group consisting of 13 business services companies:
Role of Competitive Data
| ◾ | reasonable comparability in size to the Company in terms of annual revenue and market cap; |
Role of Competitive Data
| ◾ | executives are responsible for managing large numbers of professional employees; and |
Role of Competitive Data
| ◾ | generally engaged in the business of providing transactional services to businesses and individuals. |
Role of Competitive Data
Based on the above criteria, the Compensation Committee selected the following companies as our peer group.
Role of Competitive Data
| B. Riley Financial | Moelis & Company | Ryan Specialty Group | | Brown & Brown | Newmark Group* | SelectQuote | | Crawford & Company | Oppenheimer Holdings | Walker & Dunlop | | Douglas Elliman* | Piper Sandler | | | Houlihan Lokey | PJT Partners | |
Role of Competitive Data
| * As noted above, there are not many publicly traded commercial real estate services firms similar in size and business model to us. However, Douglas Elliman and Newmark Group represent two real estate companies that the Compensation Committee, with the assistance of its independent compensation consultant, determined to be similar enough to warrant inclusion in our peer group. |
Role of Competitive Data
The Compensation Committee also considered CBRE Group, Colliers International, Cushman & Wakefield, and Jones Lang LaSalle, which we consider to be our direct competitors for inclusion in the peer group, but it was ultimately determined that these companies were too large, and have significant diversified business operations that MMI does not have, to warrant including them in the peer group.
Compensation Recovery Policy
Compensation Recovery Policy The SEC and the New York Stock Exchange recently adopted long-awaited final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which require listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers. The Marcus & Millichap, Inc. Compensation Recovery Policy provides that in the event the Company is required to restate any of its financial statements that have been filed with the SEC, then the Compensation Committee will seek to recover any erroneously awarded performance-based incentive-based compensation (including any performance-based cash and equity awards and salary increases earned wholly or in part based on the attainment of financial performance goals) received by any person who is or was a Section 16 Officer or a division manager of a subsidiary of the Company during the three-fiscal year recovery period. In addition, in the event the Company is required to restate any of its financial statements that have been filed with the SEC, the Compensation Committee may also, in its sole discretion, seek recovery of all or any portion of time-based incentive compensation received by any person who is or was a Section 16 Officer or a division manager of a subsidiary of the Company during the three-fiscal year recovery period. The restated Marcus & Millichap, Inc. Compensation Recovery Policy further provides that, in the event any person who is or was a Section 16 Officer or a division manager of a subsidiary of the Company has engaged in improper conduct, then the Compensation Committee may, in its sole discretion, seek to recover all or any portion of any incentive-based compensation (including both performance-based and time-based cash and equity awards) received by any such person during the year of improper conduct and the three completed fiscal years immediately preceding the date of improper conduct.
Severance and Change in Control Benefits
Severance and Change in Control Benefits We maintain a change in control policy, which is designed to align the interests of management and stockholders when considering the long-term future for the Company. The primary purpose of these arrangements is to keep our executive officers and key employees focused on pursuing all corporate transaction activity that is in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. The change in control policy provides that if an executive officer’s employment is terminated by the Company without “cause” or an executive officer resigns for “good reason” (each as defined in the change in control policy), in each case, within 12 months following the change in control, then the executive will be entitled to receive the following severance payments and benefits: (1) a lump sum payment equal to 12 months’ base salary; (2) a lump sum equal to the target annual incentive opportunity for the year of termination (or if less, the target annual incentive opportunity for the year immediately preceding the year of termination); (3) acceleration of vesting of all outstanding and unvested RSUs; (4) COBRA premium reimbursement for up to 12 months; and (5) up to $25,000 toward appropriate executive-level outplacement or job search assistance. Further, we will seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. The change in control policy does not provide for a “gross-up” or other reimbursement payment for any tax liability that the executive officer may owe as a result of the application of Sections 280G or 4999 of the Code, and we have not agreed and are not otherwise obligated to provide any executive officer with such a “gross-up” or other reimbursement. We also maintain a death and disability policy, which is designed to align with typical market practices. The policy provides that upon a termination of service due to death or disability, in each case, after at least one year of service, then vesting of all of the executive officer’s outstanding and unvested RSUs will accelerate. In addition, in the event of termination of service due to disability after at least one year of service, the executive officer will be entitled to receive COBRA premium reimbursement for up to 12 months. Further, consistent with market practices, our Amended and Restated 2013 Omnibus Equity Incentive Plan (the “Equity Plan”) also provides that in the event of a change in control (as defined in the Equity Plan) in which the surviving corporation does not assume or continue outstanding awards granted under the Equity Plan or substitute similar awards for such awards, the vesting of such awards (including awards held by the NEOs) will fully accelerate. Finally, Mr. DeGennaro’s employment agreement provides that in the event that Mr. DeGennaro resigns for good reason or is terminated without cause by the Company, and complies with certain post-termination obligations, Mr. DeGennaro will receive cash severance benefits in an amount equal to six months of his base salary and 50% of the last annual cash incentive that he earned.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non- Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Hessam Nadji President and CEO | 2024 | 700,000 | — | 2,344,320 | 1,240,448 | 261,406 | 35,500 | 4,581,674 | | | 2023 | 700,000 | — | 8,646,760 | 811,850 | 240,454 | 8,500 | 10,407,564 | | | 2022 | 675,000 | — | 4,350,680 | 2,339,750 | 145,470 | 22,000 | 7,532,900 | | Steven F. DeGennaro | 2024 | 400,000 | — | 348,425 | 515,185 | 90,541 | 35,500 | 1,389,651 | | Executive Vice President and Chief Financial Officer | 2023 | 400,000 | — | 447,536 | 414,313 | — | 8,500 | 1,270,349 | | | 2022 | 400,000 | — | 2,093,623 | 895,125 | — | 22,000 | 3,410,748 | | Richard Matricaria | 2024 | 400,000 | — | 284,249 | 685,100 | — | 9,821 | 1,379,170 | | Executive Vice President and Chief Operating Officer, Western Division | 2023 | 400,000 | — | 728,552 | 423,706 | — | 12,562 | 1,564,820 | | | 2022 | 387,500 | — | 2,780,085 | 1,457,125 | — | 14,853 | 4,639,563 | | John David Parker | 2024 | 400,000 | — | 568,498 | 746,364 | — | 8,600 | 1,723,462 | | Executive Vice President and Chief Operating Officer, Eastern Division | 2023 | 400,000 | — | 739,107 | 545,575 | — | 4,587 | 1,689,269 | | | 2022 | 387,500 | — | 2,780,085 | 1,478,250 | — | 5,562 | 4,651,397 | | Gregory A. LaBerge | 2024 | 350,000 | — | 201, 709 | 273,488 | — | 30,250 | 855,447 | | Senior Vice President, Chief Administrative Officer | 2023 | 350,000 | — | 235,790 | 255,044 | — | 7,750 | 848,584 | | | 2022 | 337,500 | — | 1,265,764 | 471,625 | — | 19,000 | 2,093,889 |
Summary Compensation Table
| (1) The amounts shown in this column represent the actual amount of salary earned during the applicable year by each NEO. |
Summary Compensation Table
| (2) The amounts shown in this column represent the aggregate grant date fair value of RSUs granted during the applicable year to certain of our NEOs, which was computed in accordance with Accounting Standards Codification (“ASC”) 718. The fair value of these awards was calculated based on the fair market value of our common stock on the accounting measurement date multiplied by the number of shares subject to the award and may not represent the actual value that may be realized. |
Summary Compensation Table
| (3) The amounts listed in this column reflect the cash awards paid under the Company’s Executive Incentive Plan for performance in the applicable year. See the “Compensation Discussion and Analysis” section for a more complete description of how the cash incentive awards were determined for 2024. |
Summary Compensation Table
| (4) The amounts listed in this column include the interest on Mr. Nadji’s cash-settled SARs for 2024: |
Summary Compensation Table
| Named Executive Officer | Increased Value of SARs during Fiscal Year ($) | Aggregate Value of SARs as of Fiscal Year End ($) | | Hessam Nadji | 261,406 | 4,654,780 |
Summary Compensation Table
For further information regarding the SARs, please refer to the discussion under the heading “Nonqualified Deferred Compensation.”
Summary Compensation Table
| (5) The following table reflects the breakout of the items and amounts included in this column for 2024: |
Summary Compensation Table
| | Nadji ($) | DeGennaro ($) | Matricaria ($) | Parker ($) | LaBerge ($) | | Auto Benefit | 31,500 | 31,500 | 5,821 | 4,600 | 26,250 | | 401(k) Match | 4,000 | 4,000 | 4,000 | 4,000 | 4,000 | | Total for Other | 35,500 | 35,500 | 9,821 | 8,600 | 30,250 |
Grants of Plan Based Awards Table
Grants of Plan Based Awards Table The following table provides information regarding the incentive awards granted to the NEOs for 2024.
Grants of Plan Based Awards Table
| | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($) (3) | | | Grant Date | Compensation Committee Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | | Name | | | Threshold ($) | Target ($) | Maximum ($) | | | | Hessam Nadji | N/A | N/A | — | 2,295,000 | 4,590,000 | — | — | | | 5/2/2024 | 2/8/2024 | — | — | — | 72,000 | 2,344,320 | | Steven F. DeGennaro | N/A | N/A | — | 807,500 | 1,615,000 | — | — | | | 5/2/2024 | 2/8/2024 | — | — | — | 10,701 | 348,425 | | Richard Matricaria | N/A | N/A | — | 1,317,500 | 2,635,000 | — | — | | | 5/2/2024 | 2/8/2024 | — | — | — | 8,730 | 284,249 | | John David Parker | N/A | N/A | — | 1,317,500 | 2,635,000 | — | — | | | 5/2/2024 | 2/8/2024 | — | — | — | 17,460 | 568,498 | | Gregory A. LaBerge | N/A | N/A | — | 467,500 | 935,000 | — | — | | | 5/2/2024 | 2/8/2024 | — | — | — | 6,195 | 201,709 |
Grants of Plan Based Awards Table
| (1) The Compensation Committee established certain financial and non-financial goals in May 2024, which are discussed in more detail in the “Compensation Discussion and Analysis.” |
Grants of Plan Based Awards Table
| (2) Messrs. Nadji, DeGennaro, Matricaria, Parker, and LaBerge’s RSUs vest in five equal annual installments, with the first vesting date beginning on March 10, 2025, subject to the applicable NEO’s continuous service through each vesting date, except in certain limited circumstances involving termination of service and/or a change in control. See “Severance and Change in Control Benefits” below for more information. |
Grants of Plan Based Awards Table
| (3) The amounts shown in this column represent the aggregate grant date fair value of the RSUs granted in 2024 to certain of our NEOs, which was computed in accordance with ASC 718. The fair value of these awards was calculated based on the fair market value of our common stock on the accounting measurement date multiplied by the number of shares subject to the award and may not represent the actual value that may be realized. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table provides information about outstanding equity awards as of December 31, 2024 for the NEOs. None of the NEOs hold any stock options.
Outstanding Equity Awards at Fiscal Year End
| Name | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | | Hessam Nadji | 18,400(2) | 703,984 | | | 36,800(3) | 1,407,968 | | | 55,200(4) | 2,111,952 | | | 73,600(5) | 2,815,936 | | | 120,000(6) | 4,591,200 | | | 72,000(11) | 2,754,720 | | Steven F. DeGennaro | 26,564(4) | 1,016,339 | | | 10,008(5) | 382,906 | | | 1,500(7) | 57,390 | | | 3,000(8) | 114,780 | | | 10,701(11) | 409,420 | | Richard Matricaria | 1,878(2) | 71,852 | | | 4,730(3) | 180,970 | | | 35,276(4) | 1,349,660 | | | 16,290(5) | 623,255 | | | 4,000(9) | 153,040 | | | 8,730(11) | 334,010 | | John David Parker | 2,212(2) | 84,631 | | | 5,302(3) | 202,855 | | | 35,276(4) | 1,349,660 | | | 16,526(5) | 632,285 | | | 4,000(9) | 153,040 | | | 17,460(11) | 668,020 | | Gregory A. LaBerge | 611(2) | 23,377 | | | 2,032(3) | 77,744 | | | 16,062(4) | 614,532 | | | 5,272(5) | 201,707 | | | 1,000(10) | 38,260 | | | 6,195(11) | 237,021 |
Outstanding Equity Awards at Fiscal Year End
| (1) Based upon the closing price of our common stock of $38.26 on December 31, 2024, the last trading day of the 2024 fiscal year. |
Outstanding Equity Awards at Fiscal Year End
| (2) Messrs. Nadji, Matricaria, Parker, and LaBerge were awarded 92,000, 9,374, 11,028, and 3,051 RSUs, respectively, effective February 11, 2020, which, in each case, vest in five equal annual installments with 20% of such shares vesting beginning on March 10, 2021. The vesting of the RSUs is subject to the applicable NEO’s continuous service through each vesting date, except in certain limited circumstances involving termination of service and/or a change in control. See “Potential Payments Upon Termination or Change in Control” below for more information. |
Outstanding Equity Awards at Fiscal Year End
| (3) Messrs. Nadji, Matricaria, Parker, and LaBerge were awarded 92,000, 11,822, 13,246, and 5,068 RSUs, respectively, effective February 11, 2021, which, in each case, vest in five equal annual installments with 20% of such shares vesting beginning on March 10, 2022. The vesting of the RSUs is subject to the applicable NEO’s continuous service through each vesting date, except in certain limited circumstances involving termination of service and/or a change in control. See “Potential Payments Upon Termination or Change in Control” below for more information. |
Outstanding Equity Awards at Fiscal Year End
| (4) Messrs. Nadji, DeGennaro, Matricaria, Parker, and LaBerge were awarded 92,000, 44,272, 58,788, 58,788, and 26,766 RSUs, respectively, effective February 10, 2022, which, in each case, vest in five equal annual installments with 20% of such shares vesting beginning on March 10, 2023. The vesting of the RSUs is subject to the applicable NEO’s continuous service through each vesting date, except in certain limited circumstances involving termination of service and/or a change in control. See “Potential Payments Upon Termination or Change in Control” below for more information. |
Outstanding Equity Awards at Fiscal Year End
| (5) Messrs. Nadji, DeGennaro, Matricaria, Parker, and LaBerge were awarded 92,000, 12,508, 20,362, 20,657, and 6,590 RSUs, respectively, effective February 9, 2023, which, in each case, vest in five equal annual installments with 20% of such shares vesting beginning on March 10, 2024. The vesting of the RSUs is subject to the applicable NEO’s continuous service through each vesting date, except in certain limited circumstances involving termination of service and/or a change in control. See “Potential Payments Upon Termination or Change in Control” below for more information. |
Outstanding Equity Awards at Fiscal Year End
| (6) Mr. Nadji was awarded 150,000 RSUs, effective August 11, 2023, which, in each case, vest in five equal annual installments with 20% of such shares vesting beginning on September 10, 2024. The vesting of the RSUs is subject to the applicable NEO’s continuous service through each vesting date, except in certain limited circumstances involving termination of service and/or a change in control. See “Potential Payments Upon Termination or Change in Control” below for more information. |
Outstanding Equity Awards at Fiscal Year End
| (7) Mr. DeGennaro was awarded 7,500 RSUs, effective August 4, 2020, which vest in five equal annual installments with 20% of such shares vesting beginning on August 10, 2021. The vesting of the RSUs is subject to Mr. DeGennaro’s continuous service through each vesting date, except in certain limited circumstances involving termination of service and/or a change in control. See “Potential Payments Upon Termination or Change in Control” below for more information. |
Outstanding Equity Awards at Fiscal Year End
| (8) Mr. DeGennaro was awarded 7,500 RSUs, effective August 3, 2021, which vest in five equal annual installments with 20% of such shares vesting beginning on August 10, 2022. The vesting of the RSUs is subject to Mr. DeGennaro’s continuous service through each vesting date, except in certain limited circumstances involving termination of service and/or a change in control. See “Potential Payments Upon Termination or Change in Control” below for more information. |
Outstanding Equity Awards at Fiscal Year End
| (9) Messrs. Matricaria and Parker were each awarded 10,000 RSUs, effective May 4, 2021, which, in each case, vest in five equal annual installments with 20% of such shares vesting beginning on May 10, 2022. The vesting of the RSUs is subject to the applicable NEO’s continuous service through each vesting date, except in certain limited circumstances involving termination of service and/or a change in control. See “Potential Payments Upon Termination or Change in Control” below for more information. |
Outstanding Equity Awards at Fiscal Year End
| (10) Mr. LaBerge was awarded 5,000 RSUs effective May 5, 2020, which vest in five equal annual installments with 20% of such shares vesting beginning on May 10, 2021. The vesting of the RSUs is subject to Mr. LaBerge’s continuous service through each vesting date, except in certain limited circumstances involving termination of service and/or a change in control. See “Potential Payments Upon Termination or Change in Control” below for more information. |
Outstanding Equity Awards at Fiscal Year End
| (11) Messrs. Nadji, DeGennaro, Matricaria, Parker, and LaBerge were awarded 72,000, 10,701, 8,730, 17,460 and 6,195 RSUs, respectively, on February 8, 2024, subject to stockholder approval of the Amended and Restated 2013 Omnibus Equity Incentive Plan at the 2024 Annual Meeting of Stockholders on May 2, 2024, which, in each case, vest in five equal annual installments with 20% of such shares vesting beginning on March 10, 2025. The vesting of the RSUs is subject to the applicable NEO’s continuous service through each vesting date, except in certain limited circumstances involving termination of service and/or a change in control. See “Potential Payments Upon Termination or Change in Control” below for more information. |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table provides information about stock awards that vested during 2024 for the NEOs. None of the NEOs have been granted any stock options.
Option Exercises and Stock Vested Table
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Hessam Nadji | 122,000 | 4,283,120 | | Steven F. DeGennaro | 14,354 | 500,987 | | Richard Matricaria | 26,442 | 898,715 | | John David Parker | 27,518 | 935,363 | | Gregory A. LaBerge | 9,684 | 329,457 |
Option Exercises and Stock Vested Table
| (1) Includes shares withheld to cover taxes. |
Option Exercises and Stock Vested Table
| (2) The value realized upon vesting was calculated by multiplying the number of shares acquired on vesting by the closing share price of the Company’s common stock on the NYSE on the vesting date, except where such vesting date fell on a day that was not a trading day, in which case such value was calculated by multiplying the number of shares acquired on vesting by the closing share price on the first trading day immediately following the vesting date. |
Pension Benefits
Pension Benefits We do not maintain any defined benefit pension plans.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table provides information regarding the contributions, earnings, and withdrawals during 2024, and account balances as of December 31, 2024 for our NEOs under the NQDC Plan and SARs:
Nonqualified Deferred Compensation—Fiscal 2024
Nonqualified Deferred Compensation—Fiscal 2024
Nonqualified Deferred Compensation—Fiscal 2024
| Name | Plan | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Hessam Nadji | SARs | — | — | 261,406 | — | 4,654,780 | | Steven F. DeGennaro | NQDC Plan | 250,000 | — | 90,541 | — | 886,472 | | Richard Matricaria | — | — | — | — | — | — | | John David Parker | — | — | — | — | — | — | | Gregory A. LaBerge | — | — | — | — | — | — |
Nonqualified Deferred Compensation—Fiscal 2024
| (1) The amount reflected includes executive contributions of the cash award earned under the Executive Incentive Plan in respect of service in 2024, which is reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for 2024. |
Nonqualified Deferred Compensation—Fiscal 2024
| (2) The SARs are included in the Summary Compensation Table because such earnings were determined to be preferential or above-market. The earnings on the SARs represent interest on the SAR Account Balances (as defined below) for 2024. |
Nonqualified Deferred Compensation—Fiscal 2024
| (3) A portion of these amounts were previously reported as compensation to the NEO in our Summary Compensation table for fiscal years prior to 2024: Hessam Nadji: SARs: $2,004,497 in interest; Steven F. DeGennaro: NQDC: $750,000. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
CEO Pay Ratio
CEO Pay Ratio The annual total compensation of Hessam Nadji, our CEO, was $4,568,174 in 2024, as reflected in the Summary Compensation Table above. Based on reasonable estimates, the median annual total compensation of all employees of the Company and its subsidiaries, excluding our CEO, was $90,000 for 2024. Accordingly, for 2024, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our other employees was 51 to 1. Most of our investment sales professionals are classified as independent contractors under state and U.S. Internal Revenue Service guidelines, so they are not included in the employee population, which would have had the effect of decreasing the pay ratio. To identify the “median employee” from our employee population, we collected the total gross compensation earned during the 12-month period ending November 30, 2024 by each person who was employed by the Company or one of its subsidiaries on November 30, 2024, other than those persons who were employed in Canada. We also annualized the salary of permanent employees who were employed on November 30, 2024, but commenced employment after December 1, 2023. As permitted by SEC rules, we excluded from our analysis all 43 of our employees who resided in Canada on November 30, 2024, which represented less than 5% of our employee population as a whole on such date. Our employee population on November 30, 2024, prior to taking into consideration this exclusion, consisted of 893 individuals. Our employee population on November 30, 2024, after taking into consideration this exclusion, consisted of 850 individuals. We identified and calculated the elements of the median employee’s annual total compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $90,000. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column for 2024 in our Summary Compensation Table included in this Proxy Statement.
Pay Versus Performance
Pay Versus Performance This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (PEO) and non-PEO NEOs and certain financial performance measures of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934 (the “Pay Versus Performance Rules”) and does not necessarily reflect how the Compensation Committee evaluates compensation decisions.
Pay Versus Performance
| Year (1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (2)(4) | Value of Initial Fixed $100 Investment Based On: (5) | | Net Income (Loss) (millions) | Pre-Tax Net Income (Loss) (millions) (6) | | | | | | | Total Stockholder Return | Peer Group Total Stockholder Return | | | | 2024 | $4,581,674 | $2,298,554 | $1,336,933 | $953,140 | $109.31 | $172.38 | $(12.4) | $(13.0) | | 2023 | $10,407,564 | $13,852,094 | $1,343,281 | $1,896,829 | $123.12 | $128.05 | $(34.0) | $(40.4) | | 2022 | $7,532,900 | $3,519,692 | $3,698,899 | $2,691,110 | $95.24 | $106.44 | $104.2 | $142.0 | | 2021 | $8,224,777 | $10,965,723 | $2,572,998 | $2,981,491 | $138.15 | $163.37 | $142.5 | $193.3 | | 2020 | $5,257,504 | $5,059,672 | $714,373 | $749,696 | $99.95 | $93.48 | $42.8 | $59.4 |
Pay Versus Performance
| (1) The following table lists the PEO and non-PEO NEOs for each of fiscal years 2021, 2022, 2023 and 2024. |
Pay Versus Performance
| | PEO | Non-PEO NEOs | | 2024 | Hessam Nadji | Steven F. DeGennaro, Richard Matricaria, John David Parker, and Gregory A. LaBerge | | 2023 | Hessam Nadji | Steven F. DeGennaro, Richard Matricaria, John David Parker, and Gregory A. LaBerge | | 2022 | Hessam Nadji | Steven F. DeGennaro, Richard Matricaria, John David Parker, and Gregory A. LaBerge | | 2021 | Hessam Nadji | Steven F. DeGennaro, Richard Matricaria, John David Parker, and Gregory A. LaBerge | | 2020 | Hessam Nadji | Steven F. DeGennaro, Martin E. Louie, and Gregory A. LaBerge |
Pay Versus Performance
| (2) The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to “Executive Compensation and Other Information – Summary Compensation Table” for additional information). |
Pay Versus Performance
| (3) The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate “compensation actually paid” to Mr. Nadji in accordance with the Pay Versus Performance Rules: |
Pay Versus Performance
| | | Pension Plan Adjustments | | Equity Award Adjustments | | | | | | | Compensation Actually Paid to PEO | | | Summary Compensation Table Total for PEO | Change in Pension Value | Pension Service Cost | Stock Awards | Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | | | 2024 | $4,581,674 | $— | $— | $2,344,320 | $2,754,720 | ($1,647,680) | $— | ($1,045,840) | $— | $— | $2,298,554 |
Pay Versus Performance
| (4) The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to calculate the average “compensation actually paid” to our non-PEO NEOs in accordance with the Pay Versus Performance Rules: |
Pay Versus Performance
| | | Pension Plan Adjustments | | Equity Award Adjustments | | | | | | | Compensation Actually Paid to Non-PEO NEOs | | | Summary Compensation Table Total for Non-PEO NEOs | Change in Pension Value | Pension Service Cost | Stock Awards | Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | | | 2024 | $1,336,933 | $— | $— | $350,720 | $412,070 | ($259,535) | $— | ($185,608) | $— | $— | $953,140 |
Pay Versus Performance
| (5) In accordance with the Pay Versus Performance Rules, the Company and the Company’s peer group total stockholder return (the “Peer Group TSR”) is determined based on the value of an initial fixed investment of $100 on December 31, 2019, through the end of the listed fiscal year. The Peer Group TSR set forth in this table was determined using the Company’s industry peer group (“Peer Group Index”), which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended December 31, 2024. The Peer Group Index is comprised of the following publicly-traded real estate services companies: CBRE Group, Inc., Colliers International Group, Inc., Cushman & Wakefield plc, Jones Lang LaSalle Incorporated, and Newmark Group Inc. The Peer Group Index is weighted by each company’s stock market capitalization at the beginning of each fiscal year. |
Pay Versus Performance
| (6) We have determined that pre-tax net income is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure used to link “compensation actually paid” to our NEOs, for fiscal year 2024, to company performance (the “Company Selected Measure” as defined in the Pay Versus Performance Rules). |
Relationship Between “Compensation Actually Paid” and Performance Measures
Relationship Between “Compensation Actually Paid” and Performance Measures In accordance with the Pay Versus Performance Rules, the charts below illustrate how “compensation actually paid” to the NEOs aligns with the Company’s financial performance as measured by TSR, net income, and pre-tax net income, as well as a comparison of TSR and Peer Group TSR. Marcus & Millichap, Inc. | 2025 Proxy Statement | Page Compensation Actually Paid and TSR * Assumes $100 invested on 12/31/2019 Compensation Actually Paid and Net Income and Pre-Tax Net Income Marcus & Millichap, Inc. | 2025 Proxy Statement | Page TSR of the Company and TSR of the Peer Group * Assumes $100 invested on 12/31/2019
Director Compensation
Director Compensation
Director Compensation Highlights
Director Compensation Highlights
Director Compensation Highlights
| ◾ | Emphasis on equity in the overall compensation mix. |
Director Compensation Highlights
| ◾ | Equity grants under a fixed-value annual grant policy with one-year vesting. |
Director Compensation Highlights
| ◾ | A robust stock ownership guideline set at five times the annual cash retainer to support stockholder alignment. |
Director Compensation Highlights
| ◾ | Stockholder-approved annual director compensation limit on cash and equity awards to non-employee directors. |
Director Compensation Highlights
| ◾ | No performance awards, perquisites, or special benefits. |
Director Compensation Policy
Director Compensation Policy Pursuant to the terms of our director compensation policy, each non-employee director typically receives annual cash fees for their services, payable quarterly in arrears, as follows:
Director Compensation Policy
| ◾ | Board Member, including the Chair—$65,000 per year |
Director Compensation Policy
| ◾ | Chair of Audit Committee—an additional $20,000 per year; other Audit Committee members—an additional $10,000 per year |
Director Compensation Policy
| ◾ | Chair of Compensation Committee—an additional $15,000 per year; other Compensation Committee members—an additional $5,000 per year |
Director Compensation Policy
| ◾ | Chair of Nominating and Corporate Governance Committee—an additional $10,000 per year; other Nominating and Corporate Governance Committee members—an additional $5,000 per year |
Director Compensation Policy
| ◾ | Executive Committee Member—an additional $10,000 per year for independent board members |
Director Compensation Policy
Each continuing non-employee director is also entitled to receive an annual restricted stock grant on the date of each annual meeting of stockholders equal to $75,000 divided by the fair market value of our common stock on the date of grant. Each annual restricted stock grant will vest in full on the earlier of the first anniversary of the date of grant and the next annual meeting of stockholders. Any new non-employee director will automatically receive a pro-rated annual restricted stock grant based on the number of months from the time the non-employee director joins the Board until the next annual meeting of stockholders. Such pro-rated annual restricted stock grants will vest in full on the date of the next annual meeting of stockholders. Under our change in control policy, the vesting of restricted stock awards held by our non-employee directors will fully accelerate upon a change in control, regardless of whether equity awards are otherwise assumed, continued, or substituted. In addition, under our death and disability policy, the vesting of all outstanding and unvested restricted stock awards held by our non-employee directors will vest in full upon a termination of service due to death or disability, in each case, after at least one year of service.
2024 Director Compensation
2024 Director Compensation
Director Compensation Table
Director Compensation Table The following table sets forth the total compensation for our non-employee directors for the year ended December 31, 2024:
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Collete English Dixon | 70,000 | 74,986 | — | 144,986 | | Norma J. Lawrence | 90,000 | 74,986 | — | 164,986 | | George M. Marcus | 65,000 | 74,986 | — | 139,986 | | Lauralee E. Martin | 85,000 | 74,986 | — | 159,986 | | Nicholas F. McClanahan | 80,000 | 74,986 | — | 154,986 | | George T. Shaheen | 85,000 | 74,986 | — | 159,986 | | Don C. Watters | 90,000 | 74,986 | — | 164,986 |
Director Compensation Table
| (1) This column represents the aggregate grant date fair value of restricted stock granted in 2024, computed in accordance with ASC 718. On May 2, 2024, each non-employee director received a grant of 2,303 shares of restricted stock, which vests on the earlier of the first anniversary of the date of grant or the next annual meeting of the stockholders, and the value represented here with respect to each such Director’s restricted stock grant is based on 2,303 shares multiplied by the closing price of $32.56 on the grant date of May 2, 2024. These amounts reflect our calculation of the value of these awards, and do not necessarily correspond to the actual value that may ultimately be realized by the Directors. |
Director Compensation Table
| (2) As of December 31, 2024, each non-employee director has 2,303 shares of restricted stock in the aggregate outstanding and subject to vesting. |
Director Compensation Limit
Director Compensation Limit We have a stockholder-approved $500,000 limit on the total value of cash and equity compensation that may be paid or granted to a non-employee director each fiscal year.