DEF 14A of Newmark Group, Inc., Nov 17, 2025

DEF 14A of Newmark Group, Inc.

Filed Nov 17, 2025 · FY20240001213900-25-111530

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our Board of Directors (the “Board” or the “Board of Directors”) is currently composed of five members. Our Board, upon recommendation of our independent directors, has nominated five persons for election as directors at the Annual Meeting. All of the nominees are currently members of our Board. Information with respect to the five nominees for election as directors is set forth below. All of the nominees are to be elected at the Annual Meeting and to serve until their successors are duly elected and qualified. All of the nominees listed below are expected to serve as directors if they are elected. If any nominee should decline or be unable to accept such nomination or to serve as a director (an event which our Board does not now expect), our Board reserves the right to nominate another person or to vote to reduce the size of our Board. In the event another person is nominated, the proxy holders intend to vote the shares to which the proxy relates for the election of the person nominated by our Board. There is no cumulative voting for directors.

  2. Information About Our Directors

    Information About Our Directors

  3. Information About Our Directors

    | Name | Age | Director Since | Biographies | | Stephen M. Merkel | 67 | 2025 | Mr. Merkel has been a director of our Company since February 2025 and serves as Chairman of our Board. Mr. Merkel has served as our Executive Vice President and Chief Legal Officer since 2019. Mr. Merkel is Executive Vice Chairman, Executive Managing Director, and General Counsel for the Cantor Fitzgerald, L.P. (“Cantor”) group of companies, including Cantor, CF Group Management, Inc. (“CFGM”) and Cantor Fitzgerald & Co (“CF&Co”). Cantor and CFGM are our parent companies and CF&Co is a subsidiary of Cantor and is our affiliate. Mr. Merkel has served as our affiliate BGC Group, Inc.’s (“BGC,” including its predecessors eSpeed Inc. and BGC Partners, Inc., the latter of which is also referred to herein as “BGC Partners,” where appropriate) Executive Vice President and General Counsel since 2001. Since February 2025, Mr. Merkel has served as a director of BGC and as Chairman of BGC’s board of directors. Mr. Merkel also holds offices at and provides services to various other affiliates of Cantor and provides services to BGC’s and Newmark’s operating partnerships and subsidiaries, as applicable. Prior to joining Cantor in 1993, Mr. Merkel was Vice President and Assistant General Counsel at Goldman Sachs & Co., dedicated to the J. Aron Division, and prior to that, he was an associate with the law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Prior to that, he was a law clerk for the Honorable Irving R. Kaufman of the U.S. Court of Appeals for the Second Circuit. Mr. Merkel received a Bachelor’s degree with a major in History and Sociology of Science from the University of Pennsylvania and received his law degree from the University of Michigan Law School. | | Kyle S. Lutnick | 29 | 2025 | Mr. Kyle S. Lutnick has been a director of our Company since February 2025. Mr. Kyle Lutnick is Executive Vice Chairman of Cantor and President of CFGM. From 2024 to 2025 he served as Global Managing Director of Knotel, Inc. (“Knotel”), Newmark’s flexible office and workspace business. From 2022 to 2024 he held positions within Knotel, including General Manager of UK & EMEA and Vice President of Business Development. Prior to joining Knotel, from 2020 to 2021 Mr. Kyle Lutnick was part of Newmark’s retail advisory team, where he advised clients in New York City. In 2019, Mr. Kyle Lutnick graduated from Stanford University with a Bachelor’s degree in Psychology. Mr. Kyle Lutnick is the son of our former Executive Chairman, Mr. Howard W. Lutnick (“Mr. H. Lutnick”). |

  4. Information About Our Directors

    | Name | Age | Director Since | Biographies | | Virginia S. Bauer | 69 | 2018 | Ms. Bauer has been a director of our Company since June 2018. From 2010 to 2022, Ms. Bauer served as Chief Executive Officer of GTBM, Inc., a security technology company that develops and markets proprietary software solutions, where she currently serves as an advisor. Prior thereto, Ms. Bauer served as Senior Vice President of Covenant House International from 2009 to 2010, as the Secretary of Commerce for the State of New Jersey from 2004 to 2008, and as Director of the New Jersey Lottery Commission from 2003 to 2004. In addition, Ms. Bauer has served on the board of directors of the New Jersey Economic Development Authority since January 2020, on the Foundation Board of Monmouth Medical Center since 2009 and on the board of directors of the National September 11 Memorial & Museum since 2008. She previously served on the Board of Commissioners of The Port Authority of New York and New Jersey from 2008 to 2012 and on the Advisory Board of the Lower Manhattan Development Corporation from 2001 to 2004. She received an undergraduate degree from Rosemont College. | | Jay Itzkowitz | 65 | 2022 | Mr. Itzkowitz has been a director of our Company since August 2022. Mr. Itzkowitz is an experienced real estate and mergers and acquisitions attorney. Since 2016, Mr. Itzkowitz has been the Executive Vice President and General Counsel of S.D. Malkin Properties, a Connecticut-based real estate investment firm. Mr. Itzkowitz holds senior positions in affiliates of S.D. Malkin Properties, including Value Retail PLC, the London-based owner and operator of large-scale premium shopping villages in Europe and China, and NY Hockey Holdings, the holding company of the New York Islanders and UBS Arena. From 2013 to 2016, Mr. Itzkowitz served as Senior Vice President and General Counsel for Los Angeles-based Anuvu Operations LLC (formerly Global Eagle Entertainment Inc.). From 2004 to 2014, Mr. Itzkowitz served as a Senior Managing Director of Cantor and affiliated entities. Prior to joining Cantor, Mr. Itzkowitz practiced law at Hogan Lovells (formerly Hogan & Hartson L.L.P.) and was Head of Mergers & Acquisitions for Vivendi Universal S.A. in New York and Paris. From 1992 to 2002, Mr. Itzkowitz held senior legal positions at The News Corporation Limited and its affiliate Fox Entertainment Group in Los Angeles, London, and New York. Prior to joining News Corporation, Mr. Itzkowitz practiced law at the firm of Paul, Weiss, Rifkind, Wharton & Garrison, LLP. In addition, Mr. Itzkowitz currently serves on the Board of Pininfarina S.p.A., a Milan Stock Exchange-listed automotive design firm. Mr. Itzkowitz graduated from Rutgers University School of Law and Harvard College. |

  5. Information About Our Directors

    | Name | Age | Director Since | Biographies | | Kenneth A. McIntyre | 65 | 2020 | Mr. McIntyre has been a director of our Company since January 2020. Mr. McIntyre has over 30 years of experience in the commercial real estate industry. Since February 2020, Mr. McIntyre has been the Chief Executive Officer of the Real Estate Executive Council (“REEC”), having served as a founding member of the board of directors of the organization since 2003. REEC is a preeminent trade association in the U.S. for minority commercial real estate professionals. Since 2012, Mr. McIntyre has been the Founder and Managing Principal of PassPort Real Estate, LLC, a New York-based consulting firm focused on advising developers and institutions on commercial real estate deals and platform structuring. His clients have included the Real Estate Associate Program (Project REAP), a non-profit that is focused on increasing the diversity of talent in the commercial real estate industry, where he served as the Executive Director, and The Port Authority of New York and New Jersey, where he served as Executive Advisor to the Office of Diversity & Inclusion. Mr. McIntyre was a Senior Vice President and Head of Commercial Real Estate at Hudson City Savings Bank from May 2014 to May 2016. Prior to joining Hudson City Savings Bank, Mr. McIntyre was a Managing Director in MetLife’s Real Estate Investments Group with various responsibilities across both the debt and equity portfolios, including Head of Equity Acquisitions; Head of Strategic Initiatives; Head of Real Estate Capital Markets; and Head of Commercial Mortgage Production and Pricing. Prior to joining MetLife, Mr. McIntyre held senior origination and relationship management roles at KeyBank, GE Capital Real Estate, UBS and Chase. Since March 2021, Mr. McIntyre has served on the Board of Trustees of Acadia Realty Trust. In addition, he is a member of The Real Estate Roundtable, where he serves on the Equity, Diversity and Inclusion Committee. Mr. McIntyre is also a Member of the Board of Governors for the Real Estate Board of New York and serves on the boards of directors of the National Jazz Museum of Harlem and the Yorkville Youth Athletic Association. Mr. McIntyre graduated from Florida A&M University with a degree in Economics and a concentration in Banking and Finance. |

  6. Information About Our Directors

    The five nominees receiving a plurality of the Total Voting Power present in person or represented by proxy and entitled to vote on the election of directors will be elected as directors. Withheld votes and broker non-votes will have no effect on the election of directors.

  7. RECOMMENDATION OF OUR BOARD OF DIRECTORS

    RECOMMENDATION OF OUR BOARD OF DIRECTORS OUR BOARD OF DIRECTORS RECOMMENDS THAT ALL STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE FIVE NOMINEES FOR DIRECTOR.

  8. Controlled Company Status

    Controlled Company Status Although we may qualify as a “controlled company” under the corporate governance rules of the Nasdaq Stock Market LLC (“Nasdaq”) because Cantor and CFGM control the majority of our Total Voting Power, we have nevertheless currently opted to have, and our Corporate Governance Guidelines currently provide for, a majority independent board of directors and a compensation committee composed of independent directors, and our director nominees are also recommended for the Board’s selection by a majority of our independent directors, each as more fully described below. In the future, we may consider relying on all or a portion of the exemptions from these requirements provided to “controlled companies” under Nasdaq rules.

  9. Independence of Directors

    Independence of Directors Our Board has determined that each of Ms. Bauer and Messrs. McIntyre and Itzkowitz qualifies as an “independent director” in accordance with the published listing standards of Nasdaq. The Nasdaq independence definition consists of a series of objective tests, including that the director is not an officer or employee of ours, our parent or a consolidated subsidiary, and has not engaged in various types of business dealings with us. In addition, as further required by Nasdaq rules, our Board has made a subjective determination with respect to each independent director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment by each such director in carrying out the responsibilities of a director. In making these determinations, our Board has reviewed and discussed information provided by the individual directors and us with regard to each director’s business and personal activities as they may relate to us and our management, including participation on any boards of other organizations in which other members of our Board are members. In evaluating Ms. Bauer’s independence, the Board took into consideration her service on the board of directors of the National September 11 Memorial & Museum since 2008, an organization where Mr. Howard W. Lutnick, our former Executive Chairman and former member of our Board, was a member of the board of directors, as well as the fact that Ms. Bauer’s husband was employed by an affiliate of Cantor and, subsequent to his death on September 11, 2001, her family received the payments and health care coverage distributed to all affected victims from The Cantor Fitzgerald Relief Fund. In evaluating Mr. McIntyre’s independence, the Board took into consideration his service as an independent director at a public company for which the Company provides an immaterial amount of ordinary course real estate services. In evaluating Mr. Itzkowitz’s independence, the Board took into consideration his prior employment by a Cantor affiliate and his prior partnership interest in Cantor, which ended in 2014.

  10. 2025 Board of Directors and Executive Officers Changes

    2025 Board of Directors and Executive Officers Changes On February 18, 2025, Mr. Howard W. Lutnick (“Mr. H. Lutnick”) was confirmed by the United States Senate as the 41st Secretary of Commerce. Following his confirmation, Mr. H. Lutnick stepped down as Chairman of the Board and Executive Chairman of the Company. On the same day, the Board appointed Mr. Kyle Lutnick, son of Mr. H. Lutnick, to serve as a member of the Board. Additionally, the Board appointed our Executive Vice President and Chief Legal Officer, Mr. Stephen M. Merkel to serve as a member of the Board and as Chairman of the Board and the Board appointed our Chief Executive Officer, Mr. Barry M. Gosin, as Principal Executive Officer of the Company and as Chairman of Newmark & Company Real Estate, Inc. (“Newmark & Co.”), following Mr. H. Lutnick’s departure. On April 7, 2025, the Board appointed Luis Alvarado to serve as our Chief Operating Officer.

  11. Overview of Compensation and Processes

    Base salaries for the following year are generally set for our executive officers at year-end meetings of the Compensation Committee or in the early part of the applicable year. At these meetings, the Compensation Committee also approves incentive bonuses under the Incentive Plan for the prior year and any discretionary bonuses and grants of equity and partnership awards under our Equity Plan and the Participation Plan to our executive officers for the prior year. We provide long-term incentives to our executive officers through the grants of limited partnership units under the Participation Plan and exchange rights or cash settlement awards in connection with such partnership units and restricted stock and other equity grants under the Equity Plan. In addition, executive officers may receive a portion of their Incentive Plan bonuses in equity or partnership awards, rather than cash, with the number of awards determined by reference to the market price of a share of our Class A common stock on the date that the award is granted or such other date that awards to executive officers are made. Grants under our Equity Plan and our Participation Plan generally have vesting provisions that are time-based, rather than performance-based, although both plans are flexible enough to provide for performance-based vesting provisions. For compensation for fiscal year 2024 and historically in prior years, at or around the year-end or first quarter Compensation Committee meetings, Mr. H. Lutnick, in his now-former role as Executive Chairman, made compensation recommendations to the Committee with respect to the other executive officers. Such executive officers were not present at the time of these deliberations. The Committee has historically deliberated on compensation decisions with respect to all executive officers other than Mr. H. Lutnick in the presence of Mr. H. Lutnick, and separately in executive sessions with the Compensation Advisor as to all executive officers, including Mr. H. Lutnick, outside of the presence of Mr. H. Lutnick. With respect to the determination of compensation for executive officers, including historically for Mr. H. Lutnick, the Committee reviewed information from Mr. H. Lutnick as it deemed necessary or appropriate, and the input from the Compensation Advisor, but ultimately the Committee made the sole determination of the compensation of all of our executive officers, including that of Mr. H. Lutnick during the periods where he served as an executive officer. Going forward, we expect that Mr. Gosin will make compensation recommendations with respect to the executive officers for the Compensation Committee’s consideration, and the Compensation Committee will continue to maintain its process of deliberation and make the sole determination of the compensation of our executive officers. During the first half of each fiscal year, the practice of our Compensation Committee is to establish annual incentive performance goals and guidelines for all executive officers under the Incentive Plan, with the Committee retaining discretion to determine any bonuses earned at or after the end of the year. All executive officers in office at that time are eligible to participate in the Incentive Plan. In all cases, such performance goals relate to the performance of the Company and of our executive officers at the Company and in the provision of services to our operating partnership and subsidiaries.

  12. Equity Plan and Participation Plan Awards

    Equity Plan and Participation Plan Awards It is the Compensation Committee’s general policy to award restricted stock, exchange rights, awards that are repurchased for cash, which we refer to as “cash settlement awards,” and other equity or partnership awards to executive officers in order to align their interests with those of our long-term investors and to help attract and retain qualified individuals. Our Equity Plan permits the Committee to grant restricted stock, stock options, stock appreciation rights, deferred stock such as RSUs, bonus stock, performance awards, dividend equivalents and other stock-based awards, including to provide exchange rights for shares of our Class A common stock and cash settlement awards relating to Newmark Holdings limited partnership units. Our Participation Plan provides for the grant or sale of Newmark Holdings limited partnership units. The total number of Newmark Holdings limited partnership units issuable under the Participation Plan will be determined from time to time by our Board of Directors, provided that exchange rights or cash settlement awards relating to units may only be granted pursuant to other stock-based awards granted under our Equity Plan. Partnership units in Newmark Holdings (other than NPSUs (as described below)) are entitled to participate in preferred or quarterly partnership distributions from Newmark Holdings and (other than Preferred Units (as defined below) and NPSUs) are eligible to be made exchangeable for shares of our Class A common stock. We view these incentives as an effective tool in motivating, rewarding and retaining our executive officers. Our Compensation Committee retains the right to grant a combination of forms of such awards under our Equity Plan and our Participation Plan to executive officers as it considers appropriate or to differentiate among executive officers with respect to different types of awards; however, the Committee has granted joint authority to Messrs. Gosin and Rispoli, our Chief Executive Officer and Chief Financial Officer, to grant awards to non-executive officer employees of the Company under the Equity Plan and Participation Plan and to establish sub-plans for such persons. In addition, our executive officers and other employees may also be offered the opportunity to purchase limited partnership units.

  13. Discretionary and Retentive Partnership Opportunities

    Discretionary and Retentive Partnership Opportunities To incentivize executive officers and hold them accountable to stockholders, our Compensation Committee uses a variety of highly retentive partnership units issued under the Participation Plan. These partnership awards are granted as a tax-efficient, strongly retentive, and risk-appropriate means to align the interests of the executive officers with those of our long-term stockholders. For executive officers, these grants may include NPSUs, PSUs, and PPSUs, each as described below. The Committee believes that the features of the units, coupled with the discretion of the Committee to grant the right to partnership distributions, exchangeability into shares of Class A common stock of Newmark, and various liquidity opportunities, create a best-in-class form of incentive award for our executives. Until such units are made exchangeable into shares of Class A common stock or exchanged for cash or, in some cases, made exchangeable into another partnership unit with a capital account such as an HDU, at the discretion of the Committee, these units are generally forfeitable for any reason, subject to certain exceptions. We believe this structure incentivizes performance. These partnership units may be redeemed for zero by the Committee at its discretion while in non-exchangeable form. Traditionally, the Committee generally has not granted options and equity-based awards such as RSUs to executives and emphasized instead these flexible and retentive limited partnership units. The Committee has granted NPSUs, along with PSUs, and HDUs, provided as long-term incentives to executive officers, which awards may receive discretionary grants of exchange rights and be coupled with cash settlement awards. The Committee may consider RSUs and options, as well as partnership units and other forms of compensation, in future grants. NPSUs have no value for accounting or other purposes at the time of grant, do not participate in quarterly partnership distributions, are not allocated any items of profit or loss and may not be made exchangeable into shares of Class A common stock. NPSUs are non-exchangeable until replaced with a different unit. Grants of NPSU awards are highly discretionary and provide additional flexibility for the Compensation Committee to determine the timing and circumstances of replacing such units with units that earn partnership distributions and any rights to exchange such units for shares of Class A common stock or cash. NPSUs have generally been granted to our executives in the event of business developments, changing compensation requirements or other factors, or in connection with execution of long-term employment arrangements. From time to time, our Compensation Committee may choose to replace an NPSU with a non-exchangeable PSU or HDU. NPSUs are subject to adjustment at the time of conversion into PSUs based on the then-applicable exchange ratio (as described herein). A non-exchangeable PSU may also be replaced with a non-exchangeable HDU. A non-exchangeable PSU that has been granted the right to convert into a non-exchangeable HDU is referred to as a “PSU-H,” and a non-exchangeable PPSU that has been granted the right to be converted into cash upon conversion of the underlying PSU-H into an HDU is referred to as a “PPSU-H.” PSUs participate in quarterly partnership distributions, but otherwise generally have no value for accounting purposes and are not exchangeable into shares of Class A common stock until such exchange rights are granted by the Committee. HDUs have a stated capital account and are valued based upon such capital account which is initially based on the closing trading price of Class A common stock at the time the HDU right is granted. HDUs participate in quarterly partnership distributions and are not exchangeable into shares of Class A common stock unless such exchange rights are granted by the Committee. Executive officers may also receive PPSUs. These units are preferred limited partnership units that may be awarded to holders of, or contemporaneously with the grant of, PSUs. PPSUs are entitled to a preferred distribution of net profits of Newmark Holdings, but otherwise are not entitled to participate in quarterly distributions. PPSUs cannot be made exchangeable into shares of Class A common stock, and can only be exchanged for cash, at the determination price on the date of grant, in connection with an exchange of the related PSUs or HDUs, and therefore are not included in our fully diluted share count. The ratio of the grant of PPSUs to traditional units (e.g., PSUs) is expected to approximate the compensatory tax rate applicable in the relevant country jurisdiction of the partner recipient. The determination price used to exchange PPSUs for cash is determined by the Compensation Committee on the date of the grant of such unit and is based on a closing trading price of Class A common stock identified by the Committee on such date. Over time, as compensation goals are met and our executives are awarded other incentives, the Compensation Committee may choose, in its sole discretion, to grant an exchange right with respect to a PSU, held by an executive, thereby creating a potential liquidity event for the executive and creating a value for accounting purposes. The life cycle of these units, as they may evolve from NPSUs to shares of Class A common stock, provides the Committee and the Board of Directors with superior opportunities to retain and incentivize executives and employees in a tax-efficient and discretionary manner. Until non-exchangeable units are made exchangeable into a share of Class A common stock or exchanged for cash at the discretion of the Committee, they are generally forfeitable for any reason, subject to certain exceptions. We believe this incentivizes performance and helps align the interests of our executives with those of our investors.

  14. Tax and Accounting Treatment

    Tax and Accounting Treatment Our management and Compensation Committee recognize that we are subject to certain Financial Accounting Standards Board and SEC guidance on share-based awards and other accounting charges with respect to compensation of the executive officers and other employees. However, management and the Committee do not believe that these accounting charges should necessarily determine the appropriate types and levels of compensation to be made available. Where material to the Committee’s decisions, these accounting charges will be described in our compensation discussion and analysis, compensation tables and related narratives. Our Compensation Committee may grant equity and partnership awards to executive officers in a variety of ways under the Equity Plan and the Participation Plan, including restricted stock, RSUs, exchange rights, cash settlement awards, options, and other equity grants under the Equity Plan and non-exchangeable limited partnership unit awards under the Participation Plan. Grants of such awards may have different accounting treatments and may be reported differently in the compensation tables and related narratives depending upon the type of award granted and how and when it is granted. All such charges are recorded under GAAP in the Company’s condensed consolidated statements of operations as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs.” Certain limited partnership units held by Newmark employees entitle the holders to receive post-termination cash payments equal to the notional amount of the units. These limited partnership units are accounted for as post-termination liability awards under GAAP, which requires that Newmark record an expense for such awards based on the change in value at each reporting period. The liability for limited partnership units with a post-termination payout is included in “Other long-term liabilities” on our consolidated balance sheets. A GAAP compensation charge is also recorded on limited partnership units if and when (i) an exchange right is granted to such units to acquire shares of Class A common stock, or (ii) when an offsetting number of shares of Class A common stock are issued in connection with the redemption of non-exchangeable limited partnership units. Such charges are based on the market price of a share of Class A common stock on the date on which the exchange right is granted or the unit is redeemed, regardless of when such actions occur. Additionally, when an employee exchanges limited partnership units for a share of Class A common stock, a statutory tax deduction is generally allowed (including for U.S. federal income tax purposes) equal to the fair market value of a share of our Class A common stock on the date of the exchange. The date of the actual exchange and the related statutory tax deduction may occur in a fiscal period subsequent to when any relevant GAAP charges were recorded. If shares of restricted stock granted are not subject to continued employment or service with us or any of our affiliates or subsidiaries, even if they are subject to compliance with our customary non-compete obligations, the grant-date fair value of the restricted stock will be expensed under GAAP on the date of grant. Furthermore, for equity-based awards with a stated vesting schedule that are not subject to post-termination payments (which for Newmark generally means RSUs) equity-based compensation expense is recognized under GAAP during the relevant period based on the value of the portion of equity-based awards that are ultimately expected to vest. The grant-date fair value of such equity-based awards is amortized ratably over the awards’ vesting periods. In addition, forfeitures of RSUs are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In cases where actual forfeitures change original forfeiture assumptions, then an adjustment to previously recognized compensation charges and the related deferred tax asset will be recorded under GAAP. A statutory tax deduction is generally allowed (including for U.S. federal income tax purposes) on RSUs and restricted stock when the vesting occurs. The tax deduction for RSUs and restricted stock generally is measured as the restrictions lapse (i.e., as the employee vests in the award). At that time, the Company will determine if there is any excess tax benefit or deficiency by reference to the current stock price in relation to the grant date fair value. For more information on Newmark’s equity-based compensation charges under GAAP, see “Note 26. Compensation” and “Note 27. Compensation” in the notes to the consolidated financial statements included in Part I, Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 and in Part II, Item 8 of the 2024 Form 10-K, respectively.

  15. Forfeiture and Recoupment

    Forfeiture and Recoupment The partnership units issued to our executive officers, certain of which, such as PSUs or NPSUs, may be redeemed for zero at any time by the Compensation Committee, as well as partnership obligations under the Newmark Holdings limited partnership agreement, are retentive and provide broad discretion and significant clawback power to the Compensation Committee. Further, our policy is to provide much of our compensation through highly retentive partnership units or other equity with strong vesting mechanisms. Accordingly, we do not require additional share ownership or hold-through-retirement thresholds. However, our executive officers currently hold much of their personal net worth in a combination of deferred compensation, including non-exchangeable and exchangeable limited partnership units and RSUs. Messrs. Gosin, Merkel, Rispoli and Alvarado hold limited partnership units in Newmark Holdings. Messrs. Rispoli and Alvarado also hold RSUs in Newmark.

  16. Consideration of Peer Data for 2024 and Other Factors

    Consideration of Peer Data for 2024 and Other Factors As part of its compensation process, in addition to qualitative and strategic factors, the Compensation Committee considered various peer, financial and market metrics by reviewing the latest public financial information available at the time compared with the disclosed growth rates for these same metrics at our full-service listed peers. These peers were CBRE Group, Inc., Colliers International Group Inc., Jones Lang LaSalle Incorporated, Cushman & Wakefield plc, and Savills plc for available data. The metrics included total consolidated revenue, fee revenue, share price change, and other financial measures including changes in GAAP and non-GAAP earnings metrics. The Committee also reviewed our relative performance versus these peers in individual business lines including leasing, capital markets fees, fees from management services, servicing and other, and non-U.S. revenues, as well as our market share in GSE origination and mortgage brokerage and debt placement. The Committee noted that Newmark outpaced the average for industry peers in terms of our growth in fees from management services, servicing, and other, capital markets fees, non-U.S. revenue, fee revenue, and total revenues, while the Company volumes in GSE origination, mortgage brokerage and debt placement outperformed relevant industry volumes over the time periods presented. Performance data, including both financial and market data, is often reviewed by the Committee as presented by management and by the Compensation Advisor. As part of its compensation process, the Committee reviewed this data broadly and as part of its mix of factors, with no particular weighting toward any specific metric or other factor. Further, as discussed under “— Overview of Compensation and Processes,” while we use market data from peer companies as a reference point for evaluating our executive compensation program among other qualitative and quantitative factors, we do not benchmark against any specific compensation level or metric.

  17. Base Salary

    Base Salary Our executive officers receive base salaries or similar cash payments intended to reflect their skills, expertise and responsibilities. Subject to any applicable employment or other agreements, such payments and subsequent adjustments, if any, are reviewed and approved by the Compensation Committee annually, based on a variety of factors, which may include, from time to time, a review of relevant salaries of executives at our peer group of companies and others, and each executive officer’s individual performance for the prior year, including such executive officer’s experience and responsibilities. We generally establish base pay at levels comparable to our peer group and other companies which employ similarly skilled personnel, including CBRE Group, Inc., Colliers International Group, Inc., Compass, Inc., Cushman & Wakefield plc, FirstService Corporation, Jones Lang LaSalle Incorporated, Marcus & Millichap Inc., Opendoor Technologies Inc., RE/MAX Holdings, Inc., Savills plc, and Zillow Group, Inc. While we determine these levels by reviewing publicly available information with respect to our peer group of companies and others, we generally do not expect to engage in benchmarking.

  18. Incentive Plan Awards

    Incentive Plan Awards We generally intend to award performance-based compensation in the form of bonuses to our executive officers, including pursuant to the Incentive Plan. The Compensation Committee believes that such performance-based compensation appropriately aligns the interests of our executive officers with the interests of our stockholders. With respect to each performance period, our Compensation Committee specifies the applicable performance criteria and targets to be used under the Incentive Plan for that performance period. These performance criteria, which may vary from participant to participant, will be determined by the Committee and may be based upon one or more of the following financial performance measures and may be expressed on an absolute and/or relative basis and on a GAAP or non-GAAP basis: • pre-tax or after-tax net income; • pre-tax or after-tax operating income; • total or gross revenues or similar items; • profit, earnings or other margins; • stock price, dividends and/or total stockholder return; • EBITDA measures; • cash flow(s); • market share; • pre-tax or after-tax earnings per share; • pre-tax or after-tax operating earnings per share; • expenses; • return on investment or equity; • environmental, social, governance or similar criteria; or • strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market penetration, or geographic business expansion goals, cost targets, goals relating to acquisitions, strategic hires, dispositions or divestitures, or any combination thereof. The actual Incentive Plan bonus paid to any given participant at the end of a performance period is based upon the extent to which the applicable performance goals for such performance period are achieved, subject to the exercise of discretion by the Compensation Committee based on such other factors as the Compensation Committee determines, and may be paid in cash or in equity or partnership awards. These awards also serve as incentives for future performance and retention. In addition, from time to time, our Compensation Committee may provide for target or guaranteed bonuses in employment or other agreements in order to attract and retain talented executives, or may grant ad hoc discretionary bonuses when an executive officer is not eligible to participate in the Incentive Plan award opportunities for that performance period or when it otherwise considers such bonuses to be appropriate. Such bonuses may also be paid in cash or in equity or partnership awards.

  19. Incentive Plan Bonus Goals for 2024

    Incentive Plan Bonus Goals for 2024 In the first quarter of 2024, our Compensation Committee determined that Messrs. H. Lutnick, Gosin, Rispoli and Merkel, our executive officers for 2024, would be participating executives for 2024 in our Incentive Plan. For 2024, the Compensation Committee established performance criteria for all executive officers and determined that each individual would be eligible for the opportunity to be paid a bonus equal to the maximum value allowed for each individual pursuant to the terms of the Incentive Plan (i.e., $25 million) provided that (i) the Company achieved operating profits or Adjusted Earnings annually for 2024, as calculated on substantially the same basis as in the Company’s earnings release for the fiscal year ended December 31, 2023, (ii) the Company achieved improvement or percentage growth in gross revenue or total or net transaction volumes for any product for 2024 as compared to 2023 over any of its peer group members or other industry measures, as reported in the Company’s earnings release for the fiscal year ended December 31, 2024, in each case calculated on substantially the same basis as in the Company’s 2023 earnings release and compared to the most recently available peer group information or other industry measures, (iii) the Company increased its market penetration for any product or business into any new market or geography in 2024 as compared to 2023, (iv) the Company achieved the successful execution in 2024 of any material, significant, accretive, or strategic acquisition, entry into any joint venture, or disposition of any business or asset, (v) the Company achieved in 2024 the strategic hire or retention of key personnel in competitive market conditions, or (vi) the Company achieved in 2024 other strategic or significant performance as recognized by the Compensation Committee in its sole discretion (collectively, the “Performance Goals”). The Compensation Committee determined that the payment of any such amount may be in the form of cash, shares of Class A common stock, limited partnership units, or other equity or partnership awards permitted under the Equity Plan, the Participation Plan or otherwise. The Compensation Committee retained the right to reduce, in its sole and absolute discretion, the amount of any Incentive Plan bonus payment based upon any factors it determines, including whether and the extent to which the Performance Goals or any other corporate, as well as individual, performance objectives had been achieved.

  20. Incentive Plan Bonuses Awarded for 2024

    Incentive Plan Bonuses Awarded for 2024 On January 13, 2025, having determined that the Performance Goals established in the first quarter of 2024 had been met for 2024, our Compensation Committee made awards to the participating executive officers for 2024 under our Incentive Plan. The awards were granted using a stock price of $11.93 on January 13, 2025, as adjusted by the 0.9257 exchange ratio in effect as of such date, resulting in a per Newmark Holdings unit price of $11.04, and provided a combination of short- and long-term incentives that align the Company’s financial performance with its executive compensation. In addition to short-term cash compensation awarded to the participating executives, the Committee awarded significant portions of the 2024 Incentive Plan awards to Mr. H. Lutnick in the form of shares of our Class A common stock and to Mr. Merkel in the form of long-term partnership units. These units are eligible for partnership distributions, if any, in a given period, which are tied to the Company’s current and future earnings and may rise and fall with the Company’s results and market conditions in a given period. The partnership unit awards, however, are issued as non-exchangeable, and the non-Preferred Unit awards may be made exchangeable into the Company’s Class A common stock at a future time, at the Committee’s discretion, thus incentivizing future performance by aligning it with the Company’s stock price. All of such 2024 partnership awards are forfeitable in the event that any such executive were to leave the Company and compete or otherwise violate applicable partnership obligations. By choosing to pay a portion of Mr. Merkel’s Incentive Plan awards in partnership units, the Compensation Committee expects to incentivize him with respect to future performance and encourage ongoing contributions to management, our results and our existing and future businesses in a similar manner to how Messrs. Gosin and Rispoli are incentivized by the partnership unit and RSU awards, respectively, that they have received under their respective employment agreements. In making its bonus determinations for 2024, our Compensation Committee considered various qualitative and quantitative compensation factors, including the Performance Goals, the retentive effect of the payment of appropriate compensation for each executive officer, and the Company’s financial performance as a whole and the performance of various business lines, including as compared to peer data. The impact of any of these measures during 2024 or beyond may materially impact the value of current and previous partnership and equity awards, thus aligning the interests of the executive officers with those of our stockholders. The Compensation Committee also considered the pay practices of the Company’s peer group and other companies, including a compensation survey prepared by, and advice from, the Compensation Advisor. The Compensation Committee also reviewed data provided by the Compensation Advisor relating to compensation and monetization of other executives departing public companies for public service. The specific Incentive Plan awards to our executive officers were as follows: • Mr. Howard W. Lutnick’s aggregate bonus of $9,000,000 for 2024 was paid $4,000,000 in current cash compensation and $5,000,000 in the form of 419,112 shares of the Company’s Class A common stock, based upon the closing price on January 13, 2025 of $11.93, less applicable taxes and withholdings, which resulted in the delivery of 186,732 shares of the Company’s Class A common stock. The aggregate value of the bonus for Mr. H. Lutnick remained the same as his bonus with respect to calendar year 2023. In exercising its discretion regarding the amount and form of this award, the Committee focused on Mr. H. Lutnick’s leadership efforts and strategic guidance in 2024 as well as Mr. H. Lutnick’s historical leadership of the Company and strategic vision for its development. In addition to this award, the Committee granted Mr. H. Lutnick 1,148,970 exchange rights with respect to 1,148,970 previously awarded PSUs that were previously non-exchangeable. See “— Transactions with and Modifications of Awards to Executive Officers — Vesting, Replacement and Exchange Right Grants in 2025” below. • Mr. Rispoli’s bonus of $600,000 for 2024 was paid in current cash compensation. The bonus for Mr. Rispoli is $100,000 higher than what Mr. Rispoli was awarded with respect to calendar year 2023. In exercising its discretion regarding the amount and form of this award, the Compensation Committee noted Mr. Rispoli’s leadership and efforts in 2024 as well as his contribution to the Company’s ongoing financial strategy, treasury and other financial matters, and the Company’s improved performance in 2024. In addition to his Incentive Plan award, Mr. Rispoli received a portion of his previously awarded RSU award which vested as provided for in his employment agreement. See “Executive Compensation — Employment Agreements — Rispoli Employment Agreement” for more information on the vesting schedule of these RSUs. • Mr. Merkel’s aggregate bonus of $1,150,000 for 2024 was paid $737,500 in current cash compensation and $412,500 in a long-term partnership award represented by 18,682 non-exchangeable PSUs and 18,682 non-exchangeable PPSUs with a determination price of $11.04 per unit. The aggregate value of the bonus for Mr. Merkel was $150,000 higher than his bonus with respect to calendar year 2023. In exercising its discretion regarding the amount and form of this award, the Compensation Committee noted Mr. Merkel’s guidance on regulatory and other matters, advice for developing businesses and overall leadership on business, legal and regulatory matters during the year, as well as his additional expected management responsibilities before and after Mr. H. Lutnick’s departure.

  21. Incentive Plan Bonus Goals for 2025

    Incentive Plan Bonus Goals for 2025 In April 2025, the Compensation Committee determined that Messrs. Gosin, Merkel, Rispoli and Alvarado, our current executive officers, would be participating executives for 2025 in the Incentive Plan. For 2025, the Committee established performance criteria for all executive officers and determined that each individual would be eligible for the opportunity to be paid a bonus in accordance with the terms of the Incentive Plan; provided that (i) the Company achieves operating profits or Adjusted Earnings annually for 2025, as calculated on substantially the same basis as in the Company’s earnings release for the fiscal year ended December 31, 2024, (ii) the Company achieves improvement or percentage growth in gross revenue or total or net transaction volumes for any product for 2025 as compared to 2024 over any of its peer group members or other industry measures, as reported in the Company’s earnings release for the fiscal year ended December 31, 2025, in each case calculated on substantially the same basis as in the Company’s 2024 earnings release and compared to the most recently available peer group information or other industry measures, (iii) the Company increases its market penetration for any product or business into any new market or geography in 2025 as compared to 2024, (iv) the Company increases its revenue for any product or business so as to achieve greater diversification of its existing businesses in 2025 as compared to 2024, (v) the Company achieves the successful execution in 2025 of any material, significant, accretive, or strategic acquisition, entry into any joint venture, or disposition of any business or asset, (vi) the Company achieves in 2025 the strategic hire, retention or development of key personnel in competitive market conditions, or (vii) the Company achieves in 2025 other strategic or significant performance as recognized by the Compensation Committee in its sole discretion (collectively, the “2025 Performance Goals”). The 2025 Performance Goals, in each case, are expected to be reviewed by the Compensation Committee with no particular weighting toward any specific 2025 Performance Goal or other factor and are subject to any appropriate corporate adjustment to reflect stock splits, reverse stock splits, mergers, spin offs or any other extraordinary corporate transactions. As each of the Company’s executive officers also provides services to certain of our operating partnerships and subsidiaries, potential bonuses for 2025 are also on behalf of all such operating partnerships and subsidiaries, as may be applicable. The Compensation Committee determined that the payment of any such bonus may be in the form of cash, shares of Class A common stock, limited partnership units or other equity or partnership awards permitted under the Equity Plan, the Participation Plan or otherwise. To the extent determined to reflect the portion of an executive officer’s compensation related to services performed for a particular subsidiary, entity or affiliate as noted above, the cost of compensation awarded under any of the Newmark Compensation Plans shall be borne by such operating partnership or entity. The Committee, in its sole and absolute discretion, retains the right to determine the amount of any Incentive Plan bonus payment based upon any factors it determines, including whether and the extent to which the 2025 Performance Goals or any other corporate, as well as individual, performance objectives have been achieved. The Committee further retains discretion to authorize bonuses and other awards to the participating executives regardless of whether or not such bonuses and awards are tax deductible under tax law in effect at the time of such bonuses and awards.

  22. Employment Agreement Awards

    Employment Agreement Awards Messrs. Gosin’s and Rispoli’s respective employment agreements provided for awards issued at the signing of the employment agreements but attributed by the Compensation Committee to compensation for fiscal years through 2026, but also allow the Compensation Committee to grant additional discretionary annual bonuses, including under the Incentive Plan. See “Executive Compensation — Employment Agreements” below for more information on each respective employment agreement.

  23. 2024 Employment Agreement Awards

    2024 Employment Agreement Awards Mr. Gosin received a $1,500,000 cash bonus award for 2024 pursuant to the terms of his employment agreement. Additionally, in connection with the execution of the 2024 Gosin Employment Agreement (as defined below), the Compensation Committee approved the grant to Mr. Gosin of (i) a one-time cash payment of $5,000,000, and (ii) an award of 1,694,915 NPSUs issued at $11.80, which was the closing price of our Class A common stock on August 7, 2024. Additionally, 1,145,476 of Mr. Gosin’s NPSUs previously awarded under the 2023 Gosin Employment Agreement (as defined below), as adjusted by the then-current exchange ratio of 0.9248, were converted into 1,238,620 non-exchangeable PSUs in August 2024, rather than on their previously scheduled conversion date of December 31, 2024. See “Executive Compensation — Employment Agreements — Gosin Employment Agreements” below for more information on the schedule and criteria for these NPSUs, and those granted pursuant to the 2023 Gosin Employment Agreement, to convert into non-exchangeable PSUs and to receive exchange rights. Mr. Gosin received a $1,500,000 cash bonus award for 2023 pursuant to the terms of, as well as a discretionary $5,000,000 annual cash bonus as provided by, his employment agreement. Pursuant to the 2023 Gosin Employment Agreement, Mr. Gosin’s 2023 bonus of $1,500,000 was paid in cash compensation. Also pursuant to the 2023 Gosin Employment Agreement, Mr. Gosin received 4,581,902 NPSUs on February 10, 2023, issued at $8.73 per unit (which was the closing price of Newmark’s Class A common stock on February 10, 2023), of which 1,145,475 NPSUs, or $10,000,000 at $8.73 per unit, was attributed by the Compensation Committee to compensation for each of fiscal years 2022, 2023, 2024 and 2025. The NPSUs are non-exchangeable by their terms, but will convert to non-exchangeable PSUs which will then receive exchange rights. Pursuant to the Rispoli Employment Agreement (as defined below), Mr. Rispoli received an aggregate of 750,000 RSUs, which will vest over a seven-year schedule. Of these RSUs, the Compensation Committee attributed 100,000 RSUs to the signing of the Rispoli Employment Agreement, and 150,000 RSUs to compensation for each of fiscal years 2022, 2023, 2024, and 2025, and 50,000 RSUs to compensation for fiscal year 2026. See “Executive Compensation — Employment Agreements — Rispoli Employment Agreement” for more information on the vesting schedule of these RSUs.

  24. Vesting, Replacement and Exchange Right Grants in 2025

    Vesting, Replacement and Exchange Right Grants in 2025 On February 5, 2025, the Compensation Committee granted Mr. H. Lutnick 1,148,970 exchange rights with respect to 1,148,970 previously awarded PSUs that were previously non-exchangeable. Also on February 5, 2025, in connection with and immediately following the grant of the 1,148,970 exchange rights, Mr. H. Lutnick exercised exchange rights with respect to 2,859,437 PSUs, at the then-current exchange ratio of 0.9279 shares of Class A common stock per Newmark Holdings unit, for 2,653,272 shares of Class A common stock, delivered less 1,343,905 shares withheld by Newmark for taxes at $14.14 per share, in the amount of 1,309,367 net shares. On March 15, 2025, 42,865 of Mr. Rispoli’s RSUs vested pursuant to the vesting schedule of the RSUs granted under the Rispoli Employment Agreement, delivered less 15,454 shares withheld by Newmark for taxes at $12.40 per share, in the amount of 27,411 net shares. On May 2, 2025, Mr. Alvarado received exchangeability on 1,219 PSUs and 1,219 PPSUs with an aggregate determination amount of $18,755, in accordance with a monetization schedule approved before Mr. Alvarado became an executive officer of the Company. Also pursuant to this schedule, on July 28, 2025, Mr. Alvarado received exchangeability on 1,220 PSUs and 1220 PPSUs with an aggregate determination amount of $18,755. On July 29, 2025, the Compensation Committee (i) granted Mr. Merkel 68,302 shares of Class A common stock following the redemption and cancellation of 73,657 of Mr. Merkel’s non-exchangeable PSUs at the then-current exchange ratio of 0.9273 shares of Class A common stock per unit delivered less 13,158 shares withheld by Newmark for taxes at $14.37 per share, in the amount of 55,144 net shares, and (ii) redeemed 73,657 of Mr. Merkel’s non-exchangeable PPSUs for an aggregate determination value of $795,097.47, less taxes. On October 1, 2025, Mr. Rispoli received exchangeability on 4,378 PSUs and 4,378 PPSUs with an aggregate determination amount of $41,897, in accordance with the previously approved monetization schedule in connection with the signing of the Rispoli Employment Agreement, and 14,285 of Mr. Rispoli’s RSUs vested pursuant to the vesting schedule of the RSUs granted under the Rispoli Employment Agreement, delivered less 7,293 shares withheld by Newmark for taxes at $18.49 per share, in the amount of 6,992 net shares. For more detail regarding the monetization schedule for Mr. Rispoli’s PSUs and PPSUs entered into in connection with the signing of the Rispoli Employment Agreement, see “— Replacement and Exchange Right Grants in 2022.” On March 15, 2024, 21,438 of Mr. Rispoli’s RSUs vested pursuant to the vesting schedule of the RSUs granted under the Rispoli Employment Agreement, delivered less 9,980 shares withheld by Newmark for taxes at $10.57 per share, in the amount of 11,458 net shares. On August 13, 2024, 1,145,476 of Mr. Gosin’s NPSUs were converted into 1,238,620 PSUs as adjusted by the then applicable exchange ratio of 0.9248 pursuant to the 2024 Gosin Employment Agreement. On December 31, 2024, Mr. Gosin received exchange rights on 1/7th of the (i) 1,237,644 PSUs converted on April 1, 2023, and (ii) 1,240,901 PSUs converted on December 31, 2023, resulting in an aggregate of 354,076 exchangeable PSUs. On September 23, 2024, the Company purchased 795,376 of Mr. Gosin’s previously awarded limited partnership interests at a price per unit of $14.19 (which was $15.34, the closing price of a share of the Company’s Class A common stock on September 23, 2024, multiplied by the then-current exchange ratio of 0.9248). On October 1, 2024, Mr. Rispoli received exchangeability on 4,378 PSUs and 4,378 PPSUs with an aggregate determination amount of $41,877, in accordance with the previously approved monetization schedule in connection with the signing of the Rispoli Employment Agreement, and 14,285 of Mr. Rispoli’s RSUs vested pursuant to the vesting schedule of the RSUs granted under the Rispoli Employment Agreement, delivered less 7,293 shares withheld by Newmark for taxes at $15.62 per share, in the amount of 6,992 net shares.

  25. Vesting, Replacement and Exchange Right Grants in 2023

    Vesting, Replacement and Exchange Right Grants in 2023 On March 30, 2023, (a) 203,186 of Mr. Gosin’s non-exchangeable Newmark Holdings PSUs were redeemed and an aggregate of 189,024 shares of Class A common stock of Newmark were issued, as adjusted by the then applicable exchange ratio of 0.9303, and (b) $3,125,001 associated with Mr. Gosin’s non-exchangeable Newmark Holdings PPSUs was redeemed and used for tax purposes. In connection with the 2018 year-end compensation cycle, the Compensation Committee approved the issuance of 500,000 Newmark Holdings NPSUs and 500,000 Newmark Holdings NPPSUs with a determination price of $10.05 per unit to Mr. H. Lutnick, effective April 1, 2019. The terms of those awards provided that on or about each April 1 of 2020, 2021, 2022, and 2023, Newmark Holdings would grant an aggregate award of 125,000 non-exchangeable Newmark Holdings PSUs and 125,000 non-exchangeable PPSUs in replacement of 125,000 Newmark Holdings NPSUs and 125,000 Newmark Holdings NPPSUs. Pursuant to this grant, on April 1, 2023, the Company granted Mr. H. Lutnick an aggregate award of 125,000 non-exchangeable PSUs in replacement of the remaining 125,000 NPSUs. On April 1, 2023, 1,145,494 of Mr. Gosin’s Newmark Holdings NPSUs were converted into 1,237,644 Newmark Holdings PSUs as adjusted by the then applicable exchange ratio of 0.9252 pursuant to the 2023 Gosin Employment Agreement. On December 31, 2023, Mr. Gosin received exchange rights on 1/7th of the 1,237,644 Newmark Holdings PSUs converted on April 1, 2023, resulting in 176,804 exchangeable Newmark Holdings PSUs. On October 2, 2023, 14,290 of Mr. Rispoli’s RSUs vested pursuant to the vesting schedule of the RSUs granted under the Rispoli Employment Agreement, delivered less 7,296 shares withheld by Newmark for taxes at $6.43 per share, in the amount of 6,994 net shares. On October 13, 2023, Mr. Rispoli received exchangeability on 6,563 PSUs and 2,194 PPSUs with an aggregate determination value of $21,436, in accordance with the previously approved monetization schedule in connection with the signing of the Rispoli Employment Agreement. On December 31, 2023, 1,145,494 of Mr. Gosin’s Newmark Holdings NPSUs were converted into 1,240,901 Newmark Holdings PSUs as adjusted by the then applicable exchange ratio of 0.9231 pursuant to the 2023 Gosin Employment Agreement.

  26. Replacement and Exchange Right Grants in 2022

    Replacement and Exchange Right Grants in 2022 In connection with signing the Rispoli Employment Agreement on September 29, 2022, Mr. Rispoli received immediate exchangeability on 25% of his then currently held 88,079 non-exchangeable PSUs and 87,049 non-exchangeable PPSUs (such 25% totaled 23,560 PPSUs with a value of $283,527 and 20,221 PSUs), and will receive monetization rights on another 25% of such units held as of September 29, 2022, split pro-rata into one-fifth (1/5) increments, on or as soon as practicable after October 1 of each of 2023-2027, to the extent such units had not previously been given monetization rights, with each monetization contingent upon Mr. Rispoli performing substantial services exclusively for us or any affiliate, remaining a partner in Newmark Holdings, and complying with the terms of the Rispoli Employment Agreement and any of his obligations to Newmark Holdings, us or any affiliate through such dates.

  27. Former Standing Policy for Howard W. Lutnick

    Former Standing Policy for Howard W. Lutnick In March 2018, our Compensation Committee and Audit Committee approved a standing policy (the “Standing Policy”) that gave Mr. H. Lutnick the same right, subject to certain conditions, to accept or waive opportunities that have previously been offered, or that may be offered in the future, to other executive officers to (i) participate in any opportunity to monetize or otherwise provide liquidity with respect to some or all of their non-exchangeable limited partnership units; (ii) accelerate the lapse of or eliminate any restrictions on transferability with respect to shares of restricted stock; or (iii) participate in transactions that monetize and/or provide liquidity of equity or partnership awards granted to other executive officers, including the right to exchange non-distribution earning units such as NPSUs into distribution-earning units such as PSUs, or convert Preferred Units such as PPSUs into regular, non-Preferred Units, such as PSUs, based upon the highest percentage of distribution earning awards and in the same proportion of regular to Preferred Units held by another executive. The policy provided generally that Mr. H. Lutnick would be treated no less favorably than, and in proportion to, any other executive officer with respect to the change, right or modification of equity or partnership awards, which include, but are not limited to, opportunities (i) to have non-exchangeable units redeemed or replaced by other non-exchangeable units; (ii) to have non-exchangeable units received upon such replacement redeemed by Newmark Holdings for cash, or, with the concurrence of Cantor, granted exchange rights for shares of Newmark’s Class A common stock; (iii) to accelerate the lapse of or eliminate any restrictions on transferability with respect to restricted shares of Class A common stock; and (iv) to replace non-distributing units with distributing units and replace Preferred Units with non-Preferred Units. The policy may also include exchange of units into HDUs or other units with a capital account and the cancellation or redemption of non-exchangeable units and the issuance of new shares or units. Under the policy, Mr. H. Lutnick had the right to accept or waive in advance some or all of the foregoing opportunities that we may offer to any other executive officer. In each case, Mr. H. Lutnick’s right to accept or waive any opportunity offered to him to participate in any such opportunity would be cumulative (and, accordingly, Mr. H. Lutnick would again have the right to accept or waive the opportunity to participate with respect to such portion previously waived if and when any additional opportunity is offered to any executive officer) and be equal to the greatest proportion of outstanding units and the greatest percentage of shares of restricted stock with respect to which any other executive officer has been or is offered with respect to all of such opportunities. This policy could result in grants to him of exchange rights/cash settlement awards, grants of HDUs or other units with a capital account, the cancellation or redemption of non-exchangeable units and the issuance of new shares or units, or the acceleration of the lapse of restrictions on transferability of shares of restricted stock owned by him. In connection with the grant to Mr. Rispoli of exchange rights for certain of his units on September 29, 2022 as described above, Mr. H. Lutnick received monetization rights under the Standing Policy. The number of Mr. H. Lutnick’s remaining Newmark Holdings units for which he waived monetization under the Standing Policy, with such future opportunities to be cumulative, included 1,106,095 non-exchangeable Newmark Holdings PSUs and 43,995 non-exchangeable Newmark Holdings PPSUs with a determination amount of $676,642. On March 30, 2023, Mr. H. Lutnick received monetization rights under the Standing Policy in connection with the Compensation Committee’s approval of the monetization for Mr. Gosin described above. The cumulative number of Mr. H. Lutnick’s units for which he waived exchangeability, with such future opportunities to be cumulative, was 1,113,291 non-exchangeable Newmark Holdings PSUs and 162,549 non-exchangeable Newmark Holdings PPSUs with an aggregate determination amount of $2,500,000. In connection with the grant to Mr. Rispoli of exchange rights for certain of his units on October 13, 2023, Mr. H. Lutnick received monetization rights under the Standing Policy. The cumulative number of Mr. H. Lutnick’s units for which he waived exchangeability, with such future opportunities to be cumulative, was 1,206,760 non-exchangeable Newmark Holdings PSUs and 162,549 non-exchangeable Newmark Holdings PPSUs with an aggregate determination amount of $2,500,000. On January 2, 2024, pursuant to the Standing Policy, and in connection with grants of exchangeability made to Mr. Gosin pursuant to the terms of the 2023 Gosin Employment Agreement, the Company granted exchange rights and/or monetization rights under the Standing Policy to Mr. H. Lutnick, and he (i) elected to accept 617,262 exchange rights with respect to 617,262 previously awarded PSUs that were previously non-exchangeable; and (ii) received the right to monetize, and accepted such monetization right for 81,275 previously awarded non-exchangeable PPSUs for a future cash payment of $1,250,000. Mr. H. Lutnick waived all remaining rights, which were cumulative. The aggregate number of Mr. H. Lutnick’s units for which he waived exchange rights or other monetization rights was 617,262 non-exchangeable Newmark Holdings PSUs/NPSUs and 81,275 non-exchangeable Newmark Holdings PPSUs with an aggregate determination amount of $1,250,000 at that time. On October 23, 2024, pursuant to the Standing Policy, and in connection with the grant of exchangeability made to Mr. Rispoli described above, the Company granted exchange rights and/or monetization rights under the Standing Policy to Mr. H. Lutnick, and he (i) elected to accept 712,347 exchange rights with respect to 712,347 previously awarded PSUs that were previously non-exchangeable; and (ii) received the right to monetize, and accepted such monetization right regarding, 81,275 previously awarded non-exchangeable PPSUs for a future cash payment of $1,250,000. On January 2, 2025, pursuant to the Standing Policy, and in connection with a grant of exchangeability made to Newmark Holdings units held by Mr. Gosin pursuant to the terms of the 2023 Gosin Employment Agreement, the Company granted exchange rights and monetization rights under the Standing Policy to Mr. H. Lutnick, and he elected to accept 101,133 exchange rights with respect to 101,133 previously awarded PSUs that were previously non-exchangeable. As of February 18, 2025, the date that Mr. H. Lutnick stepped down from his positions with the Company, Mr. H. Lutnick no longer had units for which he had previously waived monetization rights and for which he could have future monetization rights pursuant to the Standing Policy.

  28. Pension Benefits

    Pension Benefits We do not currently provide pension arrangements or post-retirement health coverage for our employees.

  29. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not provide any nonqualified deferred compensation plans to our employees.

  30. Summary Compensation Table

    Summary Compensation Table

  31. Summary Compensation Table

    | (a) Name and Principal Position | (b) Year | (c) Salary ($) | (d) Bonus ($)(1) | (e) Equity Awards ($)(2)(3) | (f) Option Awards ($) | (g) Non-Equity Incentive Plan Compensation ($)(4) | (h) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | (i) All Other Compensation ($) | (j) Total ($) | | Howard W. Lutnick, | 2024 | 1,000,000 | 10,000,000 | — | — | 9,000,000 | — | — | 20,000,000 | | Executive Chairman | 2023 | 1,000,000 | 10,000,000 | — | — | 9,000,000 | — | — | 20,000,000 | | | 2022 | 1,000,000 | 10,000,000 | — | — | 9,000,000 | — | — | 20,000,000 | | Barry M. Gosin, | 2024 | 1,000,000 | 6,500,000 | 20,000,000 | — | — | — | 159,664(5) | 27,659,664 | | Chief Executive | 2023 | 1,000,000 | 6,500,000 | 40,000,000 | — | — | — | 238,735(5) | 47,738,735 | | Officer | 2022 | 1,000,000 | 1,500,000 | — | — | — | — | 114,072(5)(6) | 2,614,072 | | Michael J. Rispoli, | 2024 | 850,000 | — | — | — | 600,000 | — | — | 1,450,000 | | Chief Financial | 2023 | 850,000 | — | — | — | 500,000 | — | — | 1,350,000 | | Officer | 2022 | 850,000 | — | 5,650,000 | — | 500,000 | — | — | 7,000,000 | | Stephen M. Merkel, | 2024 | 500,000 | — | — | — | 1,150,000 | — | — | 1,650,000 | | Chief Legal Officer | 2023 | 500,000 | — | — | — | 1,000,000 | — | — | 1,500,000 | | | 2022 | 500,000 | — | — | — | 1,000,000 | — | — | 1,500,000 |

  32. Summary Compensation Table

    ____________ (1) Column (d) includes $10,000,000 paid to Mr. H. Lutnick in each of 2024, 2023 and 2022 in connection with the 2021 Lutnick Award described above under “2021 Lutnick Award.” For Mr. Gosin, the $6,500,000 in column (d) for 2024 represents the $5,000,000 cash retention bonus paid to Mr. Gosin in 2024 in connection with the terms of the 2024 Gosin Employment Agreement and the $1,500,000 cash bonus Mr. Gosin received with respect to 2023 pursuant to the terms of the 2023 Gosin Employment Agreement; the $6,500,000 in column (d) for 2023 represents the $5,000,000 discretionary cash bonus paid to Mr. Gosin in 2023 and approved by the Compensation Committee on December 12, 2023 and the $1,500,000 cash bonus Mr. Gosin received with respect to 2023 pursuant to the terms of the 2023 Gosin Employment Agreement; and the $1,500,000 in column (d) for 2022 represents the cash bonus Mr. Gosin received with respect to 2022 pursuant to the terms of the 2023 Gosin Employment Agreement. (2) Column (e) does not include units, that have previously appeared in the Summary Compensation Table as compensation in prior years and were reflected in column (g) of the table for each of those prior years at their full notional dollar values, or the monetization thereof. See “Compensation Discussion and Analysis — Transactions with and Modifications of Awards to Executive Officers” and “Compensation Discussion and Analysis — Former Standing Policy for Howard W. Lutnick” for a discussion of the monetization events in 2024, 2023 and 2022 relating to these previously reported units. (3) The 2024 amount of $20,000,000 under column (e) for Mr. Gosin represents the fair value at the time of grant of 1,694,915 non-exchangeable Newmark Holdings NPSUs granted in 2024 to Mr. Gosin at $11.80 per unit (which was the price of our Class A common stock on August 7, 2024), which had a schedule for the grant of exchange rights pursuant to the terms of the 2024 Gosin Employment Agreement. The grant date fair values of these awards are presented in their totality in calendar year 2024 in accordance with SEC rules but were attributed by the Compensation Committee to Mr. Gosin’s compensation with respect to each of calendar years 2026 and 2025 ($15,000,000 attributed to calendar year 2026 and $5,000,000 attributed to calendar year 2025). Including only the amounts of these awards attributed by the Compensation Committee to 2024, and including the amounts attributed to 2024 relating to Mr. Gosin’s $40,000,000 award granted in 2023 as described below, Mr. Gosin’s total compensation attributed to 2024 was $17,659,664. The 2023 amount of $40,000,000 under column (e) for Mr. Gosin represents the fair value at the time of grant of 4,581,902 non-exchangeable Newmark Holdings NPSUs granted in 2023 to Mr. Gosin at $8.73 per unit (which was the price of our Class A common stock on February 10, 2023), which had a schedule for the grant of exchange rights pursuant to the terms of the 2023 Gosin Employment Agreement. The grant date fair values of these awards are presented in their totality in calendar year 2023 in accordance with SEC rules but were attributed ratably (in $10,000,000 increments for each year) by the Compensation Committee to Mr. Gosin’s compensation with respect to each of calendar years 2025, 2024, 2023 and 2022. Including only the amounts of these awards attributed by the Compensation Committee to 2023, Mr. Gosin’s total compensation attributed to 2023 was $17,738,735. The 2022 amount under column (e) for Mr. Gosin excludes $10,000,000 awarded to Mr. Gosin pursuant to the 2023 Gosin Employment Agreement that the Compensation Committee attributed to compensation year 2022 when determining his compensation, as described above. The grant date fair values of these awards are presented in their totality in calendar year 2023 in accordance with SEC rules but were attributed ratably (in $10,000,000 increments for each year) by the Compensation Committee to Mr. Gosin’s compensation with respect to each of calendar years 2025, 2024, 2023 and 2022. Including the amounts of these awards attributed by the Compensation Committee to 2022, Mr. Gosin’s total compensation attributed to 2022 was $12,614,072. See “— Employment Agreements — Gosin Employment Agreement” below for more information, including regarding the criteria and schedule for the grant of exchange rights to the units described above. The 2022 amount of $5,650,000 under column (e) for Mr. Rispoli represents the fair value at the time of grant of the 750,000 Newmark RSUs granted to Mr. Rispoli in connection with the execution of the Rispoli Employment Agreement on September 29, 2022. The award consisted of: (i) 100,000 Newmark RSUs granted as consideration for entering into the Rispoli Employment Agreement, (ii) 400,000 Newmark RSUs presented in their totality in calendar year 2022 in accordance with SEC rules but attributed ratably by the Compensation Committee to Mr. Rispoli’s compensation with respect to each of calendar years 2025, 2024, 2023, and 2022 (100,000 RSUs attributed to each year), and (iii) 250,000 RSUs presented in their totality in calendar year 2022 in accordance with SEC rules but attributed ratably by the Compensation Committee to Mr. Rispoli’s compensation with respect to each of calendar years 2026, 2025, 2024, 2023, and 2022 (50,000 RSUs attributed to each year). Including only the amounts of these awards attributed by the Compensation Committee to 2024, 2023, and 2022, Mr. Rispoli’s total compensation attributed to each of these years was $2,950,000, $2,850,000, and $2,850,000, respectively. See “— Employment Agreements — Rispoli Employment Agreement” below for more information, including the schedule for the vesting of these RSUs. Information regarding the assumptions used in computing the fair value of the RSUs is included in “Note 27. Compensation” to the consolidated financial statements included in Part II, Item 8 of the 2024 Form 10-K. (4) The awards represented in column (g) for 2024 reflect the bonus awards to our named executive officers (“NEOs”) under our Incentive Plan, and were approved on January 13, 2025. For 2024, Mr. H. Lutnick’s Incentive Plan bonus was paid $4,000,000 in cash and $5,000,000 in the form of 419,112 shares of our Class A common stock, based upon the closing price of $11.93 of our Class A common stock on January 13, 2025; Mr. Rispoli’s bonus was paid $600,000 in cash; and Mr. Merkel’s bonus was paid $737,500 in cash and $412,500 in the form of 18,682 non-exchangeable PSUs and 18,682 non-exchangeable PPSUs. The approval and issuance of Mr. Merkel’s PSU and PPSU awards were effective April 1, 2025 and reflect a price of $11.04 per unit (the closing price of our Class A common stock of $11.93 as of January 13, 2025 as adjusted by the then applicable exchange ratio of 0.9257). For 2023, Mr. H. Lutnick’s Incentive Plan bonus was paid $4,000,000 in cash and $5,000,000 in the form of 500,000 non-exchangeable Newmark Holdings PSUs at $10.00 per unit; Mr. Rispoli’s bonus was paid $500,000 in cash; and Mr. Merkel’s bonus was paid $500,000 in cash and $500,000 in the form of 25,000 non-exchangeable Newmark Holdings PSUs and 25,000 non-exchangeable Newmark Holdings PPSUs at $10.00 per unit. For 2022, Mr. H. Lutnick’s Incentive Plan bonus was paid $4,000,000 in cash and $5,000,000 in the form of 772,798 non-exchangeable Newmark Holdings PSUs at $6.47 per unit; Mr. Rispoli’s bonus was paid $500,000 in cash; and Mr. Merkel’s bonus was paid $500,000 in cash and $500,000 in the form of 38,640 non-exchangeable Newmark Holdings PSUs and 38,640 non-exchangeable Newmark Holdings PPSUs at $6.47 per unit. (5) Mr. Gosin receives the use of a car and driver in connection with Mr. Gosin’s duties. Such personal benefits had an aggregate incremental cost of approximately $113,426 in 2022, $238,735 in 2023 and $159,664 in 2024.

  33. Summary Compensation Table

    (6) For 2022, Mr. Gosin received commissions in the amount of $646 payable in connection with brokerage transactions. This amount was paid $65 in cash and $581 in the form of 1,519 non-exchangeable Newmark Holdings NPSUs.

  34. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows all grants of plan-based awards to the named executive officers in 2024:

  35. Grants of Plan-Based Awards

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Name | Grant Date | Estimated Possible Payouts Under Non Equity Incentive Plan | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Grant Awards: Number of Shares of Stock or Units(2) (#) | All Other Grant Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($)(1) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Howard W. Lutnick | | — | — | 25,000,000 | — | — | — | — | — | — | — | | Barry M. Gosin | | — | — | 25,000,000 | — | — | — | — | — | — | — | | | 10/1/2024 | — | — | — | — | — | — | 1,694,915 | — | — | 20,000,000 | | Michael J. Rispoli | | — | — | 25,000,000 | — | — | — | — | — | — | — | | Stephen M. Merkel | | — | — | 25,000,000 | — | — | — | — | — | — | — |

  36. Grants of Plan-Based Awards

    ____________ (1) The amounts in column (e) reflect the maximum possible individual payment under the Incentive Plan. During 2024, there were no specific minimum and target levels under the Incentive Plan. The $25,000,000 maximum amount was the maximum annual amount available for payment to any one executive officer under the Incentive Plan at the time the Performance Goals were established, and our Compensation Committee retained negative discretion to award less than this amount. Actual amounts paid to each named executive officer for 2024 are set forth in column (g) of the Summary Compensation Table. (2) On August 7, 2024, Mr. Gosin entered into the 2024 Gosin Employment Agreement, pursuant to which he received an aggregate of 1,694,915 NPSUs which will be converted into PSUs which will receive exchange rights as scheduled in his employment agreement, and which had an aggregate grant date fair value of $20,000,000. See “— Employment Agreements — Gosin Employment Agreement” below for more information, including regarding the criteria and schedule for the grant of exchange rights to these units.

  37. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End None of the named executive officers held any unexercised options as of December 31, 2024. The following table shows all exchangeable units representing a right to acquire shares of our Class A common stock and unvested RSUs held by each of the named executive officers as of December 31, 2024:

  38. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | | | (a) Name | (b) Number of Securities Underlying Unexercised Options/ Exchangeable Units Exercisable/ Exchangeable (#)(1) | (c) Number of Securities Underlying Unexercised Options/ Exchangeable Units Unexercisable/ Unexchangeable (#) | (d) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | (e) Option Exercise Price ($) | (f) Option Expiration Date | (g) Number of Shares or Units of Stock That Have Not Vested (#)(3) | (h) Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | (i) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | (j) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Howard W. Lutnick | 1,493,000 | — | — | — | — | — | — | — | — | | Barry M. Gosin | 328,547 | — | — | — | — | — | — | — | — | | Michael J. Rispoli | 29,320 | — | — | — | — | — | — | — | — | | | — | — | — | — | — | 699,987 | 8,966,833 | — | — | | Stephen M. Merkel | — | — | — | — | — | — | — | — | — |

  39. Outstanding Equity Awards at Fiscal Year End

    (1) The numbers in column (b) represent the number of shares of Class A common stock issuable if the exchangeable Newmark Holdings spin-off units granted in connection with the Spin-Off (“SPUs”), PSUs, and granted in connection with acquisitions (“APSUs”) held by our NEOs, were exchanged on December 31, 2024 at a 1:0.9279 basis (based on the exchange ratio as of December 31, 2024) for shares of Newmark’s Class A common stock. As of December 31, 2024, the closing market price of a share of Class A common stock was $12.81. For Mr. H. Lutnick, column (b) represents 1,522,956 exchangeable Newmark Holdings PSUs, and 86,377 exchangeable SPUs held as of December 31, 2024, which if exchanged at the exchange ratio as of December 31, 2024 for shares of Newmark’s Class A common stock, would be exchanged for 1,493,300 shares. Column (b) does not include 162,549 exchangeable PPSUs held by Mr. H. Lutnick as of December 31, 2024 because they do not represent a right to acquire shares of Class A common stock. These PPSUs are exchangeable for cash in connection with the exchange of the related PSUs for shares based upon the applicable determination price of each grant of PPSUs, which had a weighted-average determination price of $15.38, for an aggregate of $2,500,000. For Mr. Gosin, column (b) represents 354,076 exchangeable Newmark Holdings PSUs held as of December 31, 2024, which if exchanged at the exchange ratio as of December 31, 2024 for shares of Newmark’s Class A common stock, would be exchanged for 328,547 shares. For Mr. Rispoli, column (b) represents 31,162 exchangeable Newmark Holdings PSUs, and 436 exchangeable Newmark Holdings SPUs held as of December 31, 2024, which if exchanged at the exchange ratio as of December 31, 2024 for shares of Newmark’s Class A common stock, would be exchanged for 29,320 shares. Column (b) does not include 30,132 exchangeable PPSUs held by Mr. Rispoli as of December 31, 2024 because they do not represent a right to acquire shares of Class A common stock. These PPSUs are exchangeable for cash in connection with the exchange of the related PSUs for shares based upon the applicable determination price of each grant of PPSUs, which had a weighted-average determination price of $11.51, for an aggregate of $346,841. As of December 31, 2024, the executives held the following non-exchangeable Newmark Holdings PSUs, APSUs, or NPSUs after conversion into PSUs that were eligible to be granted exchange rights into Newmark Class A common stock: Mr. H. Lutnick: 1,250,103 units; Mr. Gosin: 6,911,810 units (inclusive of the non-exchangeable units described below in footnote (2)); Mr. Rispoli: 56,916 units; and Mr. Merkel: 128,632 units. As of December 31, 2024, Messrs. Rispoli and Merkel did not hold any Newmark Holdings NPSUs/NPPSUs that are eligible to be replaced by non-exchangeable Newmark Holdings PSUs/PPSUs, which in turn would be eligible to be granted exchange rights for shares of Newmark Class A common stock or cash. Column (b) also does not include non-exchangeable Newmark Holdings PPSUs held as of December 31, 2024 because they did not represent a right to acquire our Class A common stock. As of December 31, 2024, the non-exchangeable Newmark Holdings PPSUs held by the named executive officers were as follows: Mr. H. Lutnick: 0 units; Mr. Gosin: 0 units; Mr. Rispoli: 56,916 non-exchangeable PPSUs, which had a weighted-average determination price of $11.78, for an aggregate of $670,256; Mr. Merkel: 128,632 non-exchangeable PPSUs, which had a weighted-average determination price of $9.63, for an aggregate of $1,239,036. (2) For Mr. Gosin, column (d) excludes (i) the aggregate of 1,238,620 non-exchangeable PSUs that Mr. Gosin received in conversion of 1,145,476 NPSUs, as adjusted by the then current exchange ratio, pursuant to the 2024 Gosin Employment Agreement on August 7, 2024; (ii) the 1,145,474 NPSUs remaining from the award of 4,581,902 NPSUs that Mr. Gosin received on February 10, 2023; and (iii) 1,694,915 NPSUs that Mr. Gosin received on August 7, 2024. These PSUs began receiving exchange rights in ratable portions on December 31, 2023, in accordance with the terms and conditions as set forth in the 2023 Gosin Employment Agreement. See “— Employment Agreements — Gosin Employment Agreement” below for more information and the schedule of the grant of exchange rights to these units. (3) Mr. Rispoli’s unvested 699,987 Newmark RSUs had an aggregate market value of $8,966,833 as of December 31, 2024, based on the closing price of our Class A common stock of $12.81 on December 31, 2024. See “— Employment Agreements — Rispoli Employment Agreement” for more information on the vesting schedule of these RSUs.

  40. Option Exercises and Stock Vested

    Option Exercises and Stock Vested During 2024, Newmark had no outstanding stock options and no options were exercised by any of the named executive officers. During 2024, certain RSUs held by Mr. Rispoli vested pursuant to the terms of the Rispoli Employment Agreement, as detailed in the following table:

  41. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Michael J. Rispoli | — | — | 35,723 | $449,731 |

  42. Option Exercises and Stock Vested

    (1) Represents the aggregate fair market value of (i) Mr. Rispoli’s 21,438 shares of Class A common stock that vested on March 15, 2024 pursuant to the terms of the RSUs issued under his employment agreement, calculated based upon the closing price of the Company’s Class A common stock on March 15, 2024, which was $10.57, and (ii) Mr. Rispoli’s 14,285 shares of Class A common stock that vested on October 1, 2024 pursuant to the terms of the RSUs issued under his employment agreement, calculated based upon the closing price of the Company’s Class A common stock on October 1, 2024, which was $15.62. See “— Employment Agreements — Rispoli Employment Agreement” for more information on the vesting schedule of these RSUs.

  43. Potential Payments upon Termination and Change in Control

    Potential Payments upon Termination and Change in Control The following table provides information regarding the estimated amounts payable to the named executive officers listed below if the specified events had occurred on December 31, 2024 under their change in control and other agreements, described below, as in effect on December 31, 2024. Accordingly, the following disclosure does not reflect changes in circumstances after December 31, 2024, such as Mr. H. Lutnick stepping down from his positions at the Company and the termination of his Change in Control Agreement. In addition, as of December 31, 2024, Mr. Merkel was not eligible for additional benefits upon termination or a change in control and had not entered into the Change of Control Agreement described below under “— Change of Control Agreements — Merkel Agreement.” All amounts are determined, where applicable, using the $12.81 closing market price of our Class A common stock as of December 31, 2024, in accordance with SEC rules, and the exchange ratio of 0.9279 as of December 31, 2024. All amounts, including estimated vesting of compensation and tax gross-up payments, are subject to the specific terms and conditions set forth in the applicable change in control or other agreements and applicable law. Terms used below are as defined in the applicable agreement.

  44. Potential Payments upon Termination and Change in Control

    | Name | Base Salary | Bonus ($) | Earned but Unpaid Commissions | Lump- Sum Payment | Non- Compete Payments ($) | Vesting of Equity Compensation ($) | Welfare Benefit Continuation ($) | Tax Gross- Up Payment ($) | Total ($) | | Howard W. Lutnick(1)(2) | | | | | | | | | | | Termination of Employment in connection with a Change in Control | 2,000,000 | 18,000,000 | — | — | — | 14,859,223 | 136,016 | — | 34,995,239 | | Extension of Employment in connection with a Change in Control/Subsequent Termination without Cause within Three Years | 1,000,000 | 9,000,000 | — | — | — | 14,859,223 | 136,016 | — | 24,995,239 | | Barry M. Gosin(3)(4)(5)(6) | | | | | | | | | | | Termination of Employment due to death prior to a Change of Control | — | 1,500,000 | — | — | | 84,780,625 | — | — | 86,280,625 | | Termination of Employment due to disability prior to a Change of Control | — | 1,500,000 | — | — | | 48,395,242 | — | — | 49,895,242 | | Termination of Employment without Cause during the term of the Employment Agreement other than death or disability | 2,000,000 | 3,000,000 | — | — | 2,000,000 | 84,780,625 | — | — | 91,780,625 | | Termination of Employment without Cause in connection with a Change of Control | — | — | — | 12,500,000 | 2,000,000 | 84,780,625 | 73,162 | — | 99,353,787 | | Michael J. Rispoli(7)(8) | | | | | | | | | | | Termination of Employment without Cause in connection with a Change of Control | — | — | — | 1,500,000 | — | 10,313,627 | 32,657 | — | 11,846,284 |

  45. Potential Payments upon Termination and Change in Control

    (1) If a Change in Control occurred on December 31, 2024 and Mr. H. Lutnick elected to terminate his employment prior to such time, Mr. H. Lutnick would have had the right to receive a lump sum cash payment in an amount equal to the product of (i) two and (ii) the sum of (A) his annual base salary of $1,000,000 and (B) his prior year annual bonus of $9,000,000. If a Change in Control occurred on December 31, 2024 and Mr. H. Lutnick did not so elect, and again in the subsequent event that, during the three-year period immediately following a Change in Control, Mr. H. Lutnick’s employment is terminated without Cause (other than by reason of his death or Disability), in each instance Mr. H. Lutnick would have the right to receive a lump sum cash payment in an amount equal to the sum of his annual base salary of $1,000,000 and his prior year annual bonus of $9,000,000. Immediately prior to a Change in Control, Mr. H. Lutnick would have had the right to receive (i) replacement of any partnership units ineligible for exchange rights with new partnership units eligible for such exchange rights; (ii) grants of immediately exercisable exchange rights into stock or cash, as applicable, with respect to any non-exchangeable limited partnership units (including those replacement units described in clause (i)); and (iii) the immediate lapse of any restrictions on transferability of any shares of restricted stock and vesting of any restricted stock units held by him at such time. As of December 31, 2024, Mr. H. Lutnick held 1,250,103 non-exchangeable PSUs. Based on the closing price of Newmark Class A common stock of $12.81 on December 31, 2024 and the exchange ratio of 0.9279 as of December 31, 2024 with respect to the distribution earning units, the aggregate fair value of the shares and cash underlying such grants would have been $14,859,223. As of December 31, 2024, Mr. H. Lutnick did not hold any shares of our restricted stock or restricted stock units. See “— Change of Control Agreements.” (2) Mr. H. Lutnick was also entitled to a tax gross-up for excess parachute payments, if any, that would be due in respect of the impact a Change in Control would have on certain of his outstanding partnership units as stated in footnote (1). There is no aggregate tax-gross up payment upon either a termination of employment, or upon an extension of employment, in connection with a Change in Control due when calculated based upon the equity compensation in footnote (1), and base salary, bonus, and welfare benefit continuation as of December 31, 2024. (3) Upon a termination of Mr. Gosin due to death or permanent physical disability, (i) any unpaid Cash Bonus amount due with respect to a completed calendar year shall be paid in full; (ii) any unpaid Cash Bonus amount due with respect to the calendar year in which the date of termination occurs shall be paid pro-rata for the period of January 1 of such year to the date of termination; (iii) a prorated number of NPSUs issued as Deferred Comp Bonuses (as defined below) and scheduled to convert into PSUs on the next applicable Conversion Date will so convert (and any remaining NPSUs subject to the Deferred Comp Bonuses shall be forfeited in the case of disability); and (iv) Mr. Gosin’s then non-exchangeable units, but excluding any portion of the Deferred Comp Bonuses in NPSU form in the case of disability, will, as determined by the General Partner of Newmark Holdings and as adjusted by the then-current exchange ratio, as applicable, be (y) redeemed for cash or stock ratably over the first (1st) through third (3rd) anniversaries of such termination or (z) exchanged into restricted shares of stock and become transferable ratably over the first (1st) through third (3rd) anniversaries of such termination. See “— Employment Agreements — Gosin Employment Agreement” below. As of December 31, 2024, Mr. Gosin held 6,911,810 non-exchangeable units, of which 4,071,421 were not a portion of the Deferred Comp Bonuses in NPSU form. Based on the closing price of our Class A common stock of $12.81 on December 31, 2024 and the exchange ratio of 0.9279 as of December 31, 2024 with respect to the distribution earning units (i.e., the exchange ratio is not applicable to the NPSUs), the value of the monetization of his units would have been $48,395,242. (4) Upon a termination of Mr. Gosin’s employment without Cause, Mr. Gosin shall receive (i) any unpaid Cash Bonus amounts on the originally scheduled payment dates; and (ii) Mr. Gosin’s then non-exchangeable units will, as determined by the General Partner of Newmark Holdings and adjusted by the then-current exchange ratio, as applicable, be (y) redeemed for cash or stock ratably over the first (1st) through third (3rd) anniversaries of such termination or (z) exchanged into restricted shares of stock and become transferable ratably over the first (1st) through third (3rd) anniversaries of such termination. See “— Employment Agreements — Gosin Employment Agreement” below. As of December 31, 2024, Mr. Gosin held 6,911,810 non-exchangeable units. Based on the closing price of our Class A common stock of $12.81 on December 31, 2024 and the exchange ratio of 0.9279 as of December 31, 2024 with respect to the distribution earning units (i.e., the exchange ratio is not applicable to the NPSUs), the value of the monetization of his units would have been $84,780,625. (5) Upon a Change of Control, Mr. Gosin’s then non-exchangeable units will, as determined by the General Partner of Newmark Holdings and adjusted by the then-current exchange ratio, as applicable, be (y) redeemed for cash or stock ratably over the first (1st) through third (3rd) anniversaries of such termination or (z) exchanged into restricted shares of stock and become transferable ratably over the first (1st) through third (3rd) anniversaries of such termination. In the event that, during the three-year period immediately following a Change of Control, Mr. Gosin’s employment is terminated without Cause, Mr. Gosin would also have the right to receive: (i) a lump sum cash payment of $12,500,000; and (ii) certain medical benefits. See “— Employment Agreements — Gosin Employment Agreement” below. As of December 31, 2024, Mr. Gosin held 6,911,810 non-exchangeable units. Based on the closing price of our Class A common stock of $12.81 on December 31, 2024 and the exchange ratio of 0.9279 as of December 31, 2024 with respect to the distribution earning units (i.e., the exchange ratio is not applicable to the NPSUs), the value of the monetization of his units would have been $84,780,625. (6) As of December 31, 2024, following a termination of Mr. Gosin’s employment for any reason, he would be eligible to receive a monthly cash payment equal to $83,333 in exchange for his compliance with non-compete obligations for 24 months. See “— Employment Agreements — Gosin Employment Agreement” below for more information, as well information regarding the intention as of the execution of the 2024 Gosin Employment Agreement of the General Partner of Newmark Holdings regarding compensation that Mr. Gosin may receive upon his permanent retirement from the real estate brokerage industry. (7) Upon a Change of Control, (i) any PSUs or PPSUs held by Mr. Rispoli will be redeemed for cash or stock ratably over the first through third anniversaries of such Change of Control, or exchanged into restricted stock that becomes transferable ratably over the first through third anniversaries of such Change of Control, in each case as adjusted by the then-current exchange ratio and determined by Newmark Holdings, and (ii) any then-unvested RSUs held by Mr. Rispoli that would not

  46. Potential Payments upon Termination and Change in Control

    otherwise vest under their terms by the third anniversary of such Change of Control will vest into stock or cash ratably over the first through third anniversaries of such Change of Control, provided that Mr. Rispoli remains employed and in good standing pursuant to the employment agreement. See “— Change of Control Agreements.” As of December 31, 2024, Mr. Rispoli held 56,917 non-exchangeable PSUs. Based on the closing price of our Class A common stock of $12.81 on December 31, 2024 and the exchange ratio of 0.9279 as of December 31, 2024, the value of monetization of his units would have been $676,538. As of December 31, 2024, Mr. Rispoli held 56,917 PPSUs with a determination amount of $670,256. As of December 31, 2024, Mr. Rispoli held 699,987 RSUs. Based on the closing price of Class A common stock of $12.81 on December 31, 2024, these 699,987 RSUs had a value of $8,966,833. (8) Additionally, in the event that, during the three-year period immediately following a change of control, Mr. Rispoli’s employment is terminated without Cause, Mr. Rispoli will be entitled to a lump-sum payment of $1,500,000 subject to delivery by Mr. Rispoli to the Company of an irrevocable release of claims in favor of the Company and its affiliates in customary form. See “— Employment Agreements — Rispoli Employment Agreement.”

  47. 2024 Principal Executive Officer Pay Ratio

    2024 Principal Executive Officer Pay Ratio The following information contains the relationship of the median annual total compensation of employees and brokers of Newmark and its subsidiaries to the annual total compensation of Mr. H. Lutnick, who served as our Executive Chairman and principal executive officer during 2024. For 2024, we determined a new median employee in accordance with SEC rules. Our median employee was a Research Coordinator in the United States. We selected December 31, 2024 as the date used to identify our “median employee” whose annual total compensation was the median of the annual total compensation of all our applicable employees and independent contractors and brokers (other than our Executive Chairman) for 2024. Based on our internal records, our global employee and independent contractor/broker population as of December 31, 2024 consisted of approximately 7,523 individuals, including full-time, part-time, temporary and seasonal employees, with approximately 67% of these employees working in the United States and approximately 33% working in various non-U.S. locations consisting of Belgium, Brazil, Canada, Columbia, Costa Rica, France, Germany, Hong Kong, India, Ireland, Italy, Mexico, the Netherlands, Panama, Poland, Mexico, Singapore, Switzerland, and the United Kingdom. To identify the “median employee,” we aggregated actual base salary earnings or commission draw in 2024, overtime earnings paid in 2024 for employees eligible to earn overtime, bonus awards earned in 2024 and paid in the first quarter of 2025 and the grant date fair value of any equity awards granted in 2024. Bonus awards could consist of discretionary bonuses, forgivable loans, cash advance distribution agreements and promissory notes. We annualized the compensation of employees and independent contractors and brokers who began employment during the fiscal year. In addition, for any persons who provide services to Cantor and its affiliates (other than Newmark and its consolidated subsidiaries), the total compensation of such persons for purposes of calculating the pay ratio was consistent with the allocations used by the Company for financial accounting purposes in its 2024 consolidated financial statements. We then converted any compensation paid in foreign currency to U.S. dollars using the published rate for December 31, 2024 on www.oanda.com. The sum of these amounts served as our “consistently applied compensation measure,” which we used in identifying the median employee. We did not apply a cost of living adjustment to the data. Once the median employee was identified, the pay ratio for the annual total compensation of the median employee to the principal executive officer was calculated for the 2024 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and the pay ratio was determined to be as follows: • the annual total compensation of the median employee of the Company (other than the Executive Chairman) was $85,437; • the annual total compensation of the Executive Chairman, as reported in the Summary Compensation Table, was $20,000,000; and • the ratio of the annual total compensation of the Executive Chairman to the median employee of the Company was approximately 234 to 1. The foregoing comparison includes the payment to Mr. H. Lutnick of the 2024 tranche of the Lutnick Award in the amount of $10,000,000. If the 2024 tranche of the Lutnick Award is excluded for the year, Mr. H. Lutnick’s annual total compensation would have been $10,000,000 and the ratio of the annual total compensation of the Executive Chairman to the median employee of the Company would have been approximately 117 to 1. As an additional comparison, the pay ratio for the annual total compensation of the median employee to Mr. Gosin, our Chief Executive Officer, calculated on the same basis was approximately 324 to 1. For 2024, this ratio calculation includes the $20,000,000 aggregate grant date fair value of Mr. Gosin’s award under the 2024 Gosin Employment Agreement which was presented in its totality in our Summary Compensation Table for calendar year 2024 in accordance with SEC rules but was attributed ratably by the Compensation Committee to Mr. Gosin’s compensation with respect to each of calendar years 2025 and 2026. See “— Employment Agreements” for more information.

  48. Pay Versus Performance

    Pay Versus Performance We are required by SEC rules to disclose information regarding the relationship between “compensation actually paid” to our NEOs, including Mr. H. Lutnick, who served as our principal executive officer (“PEO”) during the periods described below and the NEOs listed in the following table other than the PEO (the “non-PEO NEOs”), and the financial performance of the Company. The following table sets forth additional compensation information for our PEO and non-PEO NEOs during the periods described below along with total stockholder return (“TSR”), net income, and the “Company Selected Measure,” which we have selected as Total Revenues, each for fiscal years 2020, 2021, 2022, 2023 and 2024. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” differ significantly from the Summary Compensation Table calculation of compensation, as well as from the way in which we and our Compensation Committee view annual compensation decisions, as discussed in the Compensation Discussion and Analysis. It does not reflect the amount of compensation actually realized or received by our NEOs during the applicable year. Footnote (5) below sets forth the adjustments from the Total Compensation for the PEO and Average Total Compensation for the non-PEO NEOs reported in the Summary Compensation Table to arrive at the values presented for “compensation actually paid” for each of the fiscal years shown.

  49. Pay Versus Performance

    | | | | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(5) | Table Total for Non-PEO NEOs(2) | Actually Paid to Non-PEO NEOs(2)(5) | Total Shareholder Return | Peer Group Total Shareholder Return(3) | Net Income (in thousands) | Total Revenues (in thousands)(4) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $20,000,000 | $20,137,500 | $10,253,221 | $16,029,695 | $100.69 | $170.76 | $85,491 | $2,738,502 | | 2023 | $20,000,000 | $20,192,500 | $16,862,912 | $21,713,811 | $85.30 | $128.18 | $62,375 | $2,470,368 | | 2022 | $20,000,000 | $20,263,064 | $3,704,691 | $3,683,250 | $60.98 | $106.86 | $112,545 | $2,705,527 | | 2021 | $35,025,000 | $35,139,752 | $5,281,796 | $5,290,923 | $141.69 | $162.59 | $978,134 | $2,906,443 | | 2020 | $4,125,000 | $4,135,112 | $3,590,821 | $3,622,332 | $55.06 | $95.11 | $109,277 | $1,904,998 |

  50. Pay Versus Performance

    ____________ (1) The PEO was Mr. H. Lutnick during all periods presented. The amount reported for Mr. H. Lutnick for 2021 includes $20,000,000 paid to Mr. H. Lutnick in 2021 in connection with the Lutnick Award which was approved by the Compensation Committee on December 27, 2021 in consideration of his success in managing certain aspects of the Company’s performance as its PEO and Chairman. Mr. H. Lutnick has purchased Newmark Class A common stock with the after-tax proceeds of the initial tranche of the Lutnick Award. The amount reported for Mr. H. Lutnick for 2022-2024 includes $10,000,000 paid to Mr. H. Lutnick for each respective year’s tranche of the Lutnick Award. For further information on the Lutnick Award, see “Compensation Discussion and Analysis — 2021 Lutnick Award.” (2) The non-PEO NEOs in fiscal years 2020, 2021, 2022, 2023 and 2024 consisted of Messrs. Gosin, Rispoli and Merkel. Average compensation actually paid to non-PEO NEOs in the table above includes (i) the $5,650,000 aggregate grant date fair value of Mr. Rispoli’s award under the Rispoli Employment Agreement which was presented in its totality in our Summary Compensation Table for calendar year 2022 in accordance with SEC rules but was attributed ratably by the Compensation Committee to Mr. Rispoli’s compensation with respect to each of calendar years 2022, 2023, 2024, 2025, and 2026, (ii) the $40,000,000 aggregate grant date fair value of Mr. Gosin’s award under the 2023 Gosin Employment Agreement which was presented in its totality in our Summary Compensation Table for calendar year 2023 in accordance with SEC rules but was attributed ratably by the Compensation Committee to Mr. Gosin’s compensation with respect to each of calendar years 2022, 2023, 2024 and 2025, and (iii) the $20,000,000 aggregate grant date fair value of Mr. Gosin’s award under the 2024 Gosin Employment Agreement which was presented in its totality in our Summary Compensation Table for calendar year 2024 in accordance with SEC rules but was attributed ratably by the Compensation Committee to Mr. Gosin’s compensation with respect to each of calendar years 2025 and 2026 ($5,000,000 attributable to calendar year 2025 and $15,000,000 attributable to calendar year 2026). See “— Employment Agreements” for more information. (3) The peer group consists of CBRE Group, Inc., Colliers International Group, Inc., Jones Lang LaSalle Incorporated, Savills plc and Cushman & Wakefield plc. The returns of the peer group companies have been weighted according to their U.S. dollar stock market capitalization for purposes of arriving at a peer group average. TSR is calculated as the cumulative total stockholder return, on a gross dividend reinvestment basis, of $100 invested in shares of each of the Company and the peer group invested on December 31, 2019. (4) The Company selected Total Revenues to be the most important financial performance measure that is not otherwise required to be disclosed in the table above used by the Company to link compensation actually paid to its NEOs for the most recently completed fiscal year to its performance. While Total Revenues was chosen for this table, our executive compensation programs use a balanced portfolio of measures to drive short and long-term objectives aligned with our strategy and stockholder interests as further described in our Compensation Discussion and Analysis above. (5) For each year, “Compensation Actually Paid to PEO” in column (c) and “Average Compensation Actually Paid to Non-PEO NEOs” in column (e) reflect the following adjustments from Total Compensation amounts reported in the Summary Compensation Table (all amounts are averages for the non-PEO NEOs). As described in the footnotes to the Summary Compensation Table, these adjustments do not include Newmark Holdings units that were the subject of dollar-denominated awards under the Incentive Plan included in column (g) of the Summary Compensation Table at full notional value and not subsequently reportable as “Equity Awards.”

  51. Pay Versus Performance

    | Adjustments to Determine Compensation Actually Paid to PEO | 2024 | 2023 | 2022 | 2021 | 2020 | | Deduction for change in actuarial present value of accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table | — | — | — | — | — | | Increase for aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans reported in the Summary Compensation Table | — | — | — | — | — | | Deduction for amounts reported under the “Equity Awards” column in the Summary Compensation Table | — | — | — | $(5,025,000) | — | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | — | — | — | — | | | Increase for fair value of stock and option awards granted during the year that are outstanding and unvested as of year-end | — | — | — | — | — | | Increase/deduction for change in fair value as of year-end (from prior year-end) of stock and option awards granted in any prior year that were outstanding and unvested as of year-end | — | — | — | — | — | | Increase for fair value as of vesting date of stock and option awards granted and vested in the same year | — | — | — | $5,025,000 | — | | Increase/deduction for change in fair value as of vesting date (from prior year-end) of stock and option awards granted in any prior year for which all vesting conditions were satisfied during the year or at year-end | — | — | — | — | — | | Deduction for fair value as of prior year-end of stock and option awards granted in any prior year that were forfeited during the year | — | — | — | — | — | | Increase for dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in total compensation for the year | $137,500 | $192,500 | $263,063.78 | $114,752.04 | $10,111.72 | | Total Adjustments | $137,500 | $192,500 | $263,063.78 | $114,752.04 | $10,111.72 |

  52. Pay Versus Performance

    | Adjustments to Determine Average Compensation Actually Paid to Non-PEO NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | Deduction for change in actuarial present value of accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table | — | — | — | — | — | | Increase for aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans reported in the Summary Compensation Table | — | — | — | — | — | | Deduction for amounts reported under the “Equity Awards” column in the Summary Compensation Table | $(6,666,667) | $(13,333,333) | $(1,883,333) | — | | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | — | — | — | — | — | | Increase for fair value of stock and option awards granted during the year that are outstanding and unvested as of year-end | $7,237,287 | $16,778,558 | $1,860,833 | — | | | Increase/deduction for change in fair value as of year-end (from prior year-end) of stock and option awards granted in any prior year that were outstanding and unvested as of year-end | $3,430,274 | $733,258 | — | — | — | | Increase for fair value as of vesting date of stock and option awards granted and vested in the same year | — | $645,924 | — | — | — | | Increase/deduction for change in fair value as of vesting date (from prior year-end) of stock and option awards granted in any prior year for which all vesting conditions were satisfied during the year or at year-end | $1,423,984 | $(7,336) | — | — | — | | Deduction for fair value as of prior year-end of stock and option awards granted in any prior year that were forfeited during the year | — | — | — | — | — | | Increase for dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in total compensation for the year | $351,596 | $33,829 | $1,059 | $9,127 | $31,511 | | Total Adjustments | $5,776,474 | $4,850,899 | $(21,441) | $9,127 | $31,511 |

  53. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table While we utilize several performance measures to align executive compensation with Company performance, not all of those measures are presented in the Pay Versus Performance table set forth above. Moreover, in determining the compensation of our executive officers, our Compensation Committee considers a holistic view of a variety of factors, both qualitative and quantitative, consistent with our periodic overall goals and therefore we do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. See “Compensation Discussion and Analysis — Compensation Philosophy” for more information. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between (1) “compensation actually paid” to our PEO and average “compensation actually paid” to our non-PEO NEOs and (2) the Company’s performance with respect to TSR, net income and Total Revenues, our Company Selected Measure. “Compensation actually paid to PEO” includes $20,000,000 paid to Mr. H. Lutnick in 2021, $10,000,000 paid to Mr. H. Lutnick in 2022, $10,000,000 paid to Mr. H. Lutnick in 2023 and $10,000,000 paid to Mr. H. Lutnick in 2024 in connection with the Lutnick Award. “Average compensation actually paid to Non-PEO NEOs” includes the $5,650,000 aggregate grant date fair value of Mr. Rispoli’s award under the Rispoli Employment Agreement in 2022, the $40,000,000 aggregate grant date fair value of Mr. Gosin’s award under the 2023 Gosin Employment Agreement in 2023, and the $20,000,000 aggregate grant date fair value of Mr. Gosin’s award under the 2024 Gosin Employment Agreement in 2024. TSR. The graphs below show the relationship between (1) “compensation actually paid” to our PEO and the average of “compensation actually paid” to our non-PEO NEOs and our cumulative TSR and (2) our cumulative TSR and peer group TSR, over the five fiscal years ended December 31, 2024. Further, although not shown above, a $100 investment in Newmark on December 31, 2019 would have resulted in $147.53 as of the more recent date of September 30, 2025. In comparison, the same $100 investment in Newmark’s peer group would have resulted in $202.97 over the same period. This subsequent relative TSR performance did not factor into the compensation figures discussed herein. Net Income. The graph below shows the relationship between “compensation actually paid” to our PEO and the average of the “compensation actually paid” to our non-PEO NEOs and net income, as reported in our consolidated financial statements, over the five fiscal years ended December 31, 2024. Company Selected Measure (CSM). The graph below shows the relationship between “compensation actually paid” to our PEO and the average of the “compensation actually paid” to our non-PEO NEOs and our Total Revenues over the five fiscal years ended December 31, 2024.

  54. Compensation of Directors

    Compensation of Directors Directors who are also our employees or those of our affiliates do not receive additional compensation for serving as directors. The cash compensation schedule for our directors who are not our employees or those of our affiliates, collectively referred to as “non-employee directors,” is as follows: • an annual cash retainer of $100,000; • an annual stipend for the chair of our Compensation Committee of $15,000; • an annual stipend for the chair of our Corporate Responsibility Committee of $15,000; and • an annual stipend for the chair of our Audit Committee of $25,000. We also pay each non-employee director $2,000 for each meeting of our Board of Directors and $1,000 for each meeting of a Committee of our Board actually attended, whether in person or by telephone. Additional fees may be paid for service or special ad hoc committees from time to time. Under our policy, none of our non-employee directors is to be paid more than $3,000 in the aggregate for attendance at meetings held on the same date. Only one meeting of our Board and Committees shall occur on each calendar day for which payment shall be provided. Non-employee directors may also receive additional per diem fees for services as a director at the rate of $1,000 per day, with a limit of $5,000 per matter, for additional time spent on Board or Committee matters as directed from time to time by our Board. Non-employee directors also are reimbursed for all out-of-pocket expenses incurred in attending meetings of our Board or its Committees on which they serve. From time to time, our Board and Committees may receive an additional stipend for service on other special committees or similar service. In addition to the cash compensation described above, under our current policy, upon the appointment or initial election of a non-employee director, we grant to such non-employee director RSUs equal to the value of shares of our Class A common stock that could be purchased for $70,000 at the closing price of our Class A common stock on the trading date of the appointment or initial election of the non-employee director (rounded down to the next whole share). These RSUs vest equally on each of the first two anniversaries of the grant date, provided that the non-employee director is a member of our Board at the opening of business on such dates. Thereafter, we annually grant to each non-employee director RSUs equal to the value of shares of our Class A common stock that could be purchased for $50,000 based on the closing price of our Class A common stock on the date of his or her re-election (rounded down to the next whole share) in consideration for services provided. These RSUs will vest equally on each of the first two anniversaries of the grant date, provided that the non-employee director is a member of our Board at the opening of business on such dates.

  55. 2024 Director Compensation Payments

    2024 Director Compensation Payments The table below summarizes the compensation paid to our non-employee directors for the year ended December 31, 2024.

  56. 2024 Director Compensation Payments

    | (a) Name(1) | (b) Fees Earned or Paid in Cash ($) | (c) Stock Awards ($)(2) | (d) Option Awards ($)(3) | (e) Non-Equity Incentive Plan Compensation ($) | (f) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | (g) All Other Compensation ($) | (h) Total ($) | | Virginia S. Bauer, Director | 129,000 | 50,000 | — | — | — | — | 179,000 | | Jay Itzkowitz, Director | 114,000 | 50,000 | — | — | — | — | 164,000 | | Kenneth A. McIntyre, Director | 154,000 | 50,000 | — | — | — | — | 204,000 |

  57. 2024 Director Compensation Payments

    ____________ (1) Mr. H. Lutnick is not included in this table as during 2024 he was an employee of our Company and thus received no compensation for his services as director in 2024. The compensation received by Mr. H. Lutnick for 2024 as an employee of our Company is shown in the Summary Compensation Table, which includes compensation paid with respect to 2024. Mr. Kyle Lutnick and Mr. Merkel are not included in this table as they joined the Board in February 2025 and were not directors during 2024. (2) Reflects the grant date fair value of RSUs granted on October 17, 2024 to each of Messrs. McIntyre and Itzkowitz and Ms. Bauer. More information with respect to the calculation of these amounts is included in the notes to our consolidated financial statements included in Part II, Item 8 of the 2024 Form 10-K. As of December 31, 2024, Mr. McIntyre had 7,601 RSUs outstanding, Ms. Bauer had 7,601 RSUs outstanding and Mr. Itzkowitz had 7,601 RSUs outstanding. (3) No options were granted to non-employee directors in 2024. As of December 31, 2024, none of the non-employee directors had any options outstanding.