DEF 14A of AGNT, Inc., Mar 10, 2025

DEF 14A of AGNT, Inc.

Filed Mar 10, 2025 · FY20240001558370-25-002582

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    | What We Do | What We Don’t Do | | ✓ Multi-Year Vesting Awards. To align our NEO’s interests with those of our stockholders and to incentivize long-term retention, a substantial portion of NEO compensation is earned over multi-year periods in the form of equity awards. ✓ Annual Compensation Review and Risk Assessment. The compensation committee conducts an annual review and approval of our compensation strategy including a comparison against industry compensation practices and a risk assessment. ✓ “At Risk” Bonus Opportunities. NEOs are eligible for discretionary annual bonuses, paid quarterly, subject to contribution towards business goals. ✓ Compensation Recoupment. We have a formal clawback policy which requires that certain incentive compensation paid to any current or former executive officer, including our NEOs, will be subject to recoupment upon certain financial restatements. ✓ At-Will Employment. We employ our NEOs at-will; our NEOs do not have employment contracts with fixed terms or guaranteed pay. ✓ Annual “Say on Pay” Vote. We hold a “Say on Pay” vote annually. | × No Termination, Resignation, Retirement or Change in Control Payments. With one exception, we do not maintain agreements or offer letters that provide any payments to current NEOs upon termination of employment, resignation, retirement or change in control. × No Dividend Payments on Unvested Stock Awards or Unexercised Stock Options. No cash dividend payments are paid on unvested stock awards or unexercised stock options. × No Unique Health or Welfare Benefits. Our NEOs participate in the same Company-sponsored health and welfare benefits programs as our other full-time, salaried employees. × No Pledging. We prohibit our executives, including our NEOs, from pledging Company securities. × No Repricing. We do not allow repricing of stock options without stockholder approval. × Prohibition on hedging, pledging, and short sales. We prohibit short sales, transactions in derivatives, hedging, and pledging of Company securities by our named executive officers. × No Tax Reimbursements on Severance or Change in Control Payments. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change in control payments or other related benefits. |

  2. Board of Directors

    Board of Directors Directly oversees strategic risk exposure. Reviews and discusses significant risks affecting the Company, including matters escalated by its committees and management from within their respective areas of direct oversight.

  3. Enterprise Risk Management Portal

    Enterprise Risk Management Portal Formalized during the first quarter of 2025, this is designed to assess and monitor mitigation of our business risks, including financial, operational, compliance, and reputational risks. Supported by the VP, Internal Audit and Chief Legal Counsel and other senior leaders that assist the Nominating and Corporate Governance Committee with its general responsibility for overseeing enterprise risk management. The Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable the Board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach. Annual Board and Committee Self-Evaluations The Board conducts an annual self-evaluation to assess whether the Board, its committees, and each member of the Board are working effectively, and to provide an opportunity to reflect upon and improve processes and effectiveness. The Nominating and Corporate Governance Committee designs the overall evaluation framework in conjunction with counsel, which includes a detailed questionnaire covering topics such as the Board’s effectiveness in shaping long-term business strategy, balancing the interests of key stakeholders, ensuring appropriate management succession planning, and maintaining a sufficient and effective meeting schedule. Additional areas include the quality and timeliness of materials provided to the Board, the effectiveness of committee structure and performance, and the characteristics and commitment of individual Board members. Following the completion of the questionnaire, Mr. Bramble also solicits additional verbal feedback from Nominating and Corporate Governance Committee members. A summary identifying any themes or issues that have emerged is presented to the Board on an anonymous basis. Each committee conducts its own annual self-evaluation and reports the results to the committee and the Board. Each committee’s evaluation includes an assessment of the committee’s compliance with the committee’s charter and best practices including committee composition; timing, agendas, and content of committee meetings; committee dynamics and function; and mission alignment among committee members. A summary identifying any themes or issues that have emerged is presented to the committee and the Board on an anonymous basis. Compensation Committee Interlocks and Insider Participation Currently, the members of our Compensation Committee are Messrs. Miles, Cahir, and Reichheld, none of whom currently serves, or in the past year has served, as an officer or employee of the Company. None of our executive officers, except for Mr. Sanford, currently serves, or in the past year has served, as a member of the Board, and none of our executive officers, except for Mr. Sanford, currently serves, or in the past year has served, as a member of the compensation committee of the Company (or other board committee performing equivalent functions). Until July 31, 2023, we qualified as a “controlled company” within the meaning of Nasdaq corporate governance standards and, accordingly, we qualified for and from time-to-time relied on exemptions to certain governance requirements. Under Nasdaq rules, a company may phase-in to compliance with certain governance requirements after ceasing to be a “controlled company”, including the requirement to have a compensation committee that is composed entirely of independent directors within a year of losing controlled company status. Mr. Sanford remained a member of the Compensation Committee, pursuant to this exemption, until May 21, 2024, when Mr. Reichheld replaced Mr. Sanford on the committee. Code of Business Conduct and Ethics The Company adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers (including its chief executive officer, chief financial officer, chief accounting officer, controller and any person performing similar functions) and employees. The Company has made the Code of Ethics available on its website at https://expworldholdings.com/wp-content/uploads/2024/03/Code_of_Business_Conduct_and_Ethic.pdf. Related Party Policy and Transactions The Board has adopted a written policy requiring a majority of the Board’s independent directors approve transactions between the Company and its directors, director nominees, executive officers, greater than 5% beneficial owners of the Company’s common stock, and each of their respective immediate family members, where the amount involved in the transaction exceeds or is reasonably expected to exceed $120,000 in a single fiscal year and the related party has or will have a direct or indirect interest in the transaction (other than solely as a result of being a director or less than 10% beneficial owner of another entity). The policy provides that the Audit Committee must review transactions subject to the policy and determine whether to approve or ratify those transactions. Certain types of transactions are deemed pre-approved pursuant to standing pre-approval guidelines established by the policy. In addition, the Audit Committee has delegated authority to its Chair to pre-approve or ratify transactions under certain circumstances. In reviewing transactions subject to the policy, the Audit Committee or the Chair of the Audit Committee, as applicable, considers (as it deems appropriate for the circumstances):

  4. Enterprise Risk Management Portal

    | ● | The nature and extent of the related person’s interest in the transaction; |

  5. Enterprise Risk Management Portal

    | ● | The approximate dollar value involved in the transaction; |

  6. Enterprise Risk Management Portal

    | ● | The approximate dollar value of the related person’s interest in the transaction without regard to the amount of any profit or loss; |

  7. Enterprise Risk Management Portal

    | ● | Whether the transaction was undertaken in the ordinary course of the Company’s business; |

  8. Enterprise Risk Management Portal

    | ● | The material terms of the transaction, including whether the transaction with the related person is proposed to be, or was entered into, on terms no less favorable to the Company than terms that could have been reached with an unrelated third-party; |

  9. Enterprise Risk Management Portal

    | ● | The business purpose of, and the potential benefits to the Company of, the transaction; |

  10. Enterprise Risk Management Portal

    | ● | Whether the transaction would impair the independence of a non-employee director; |

  11. Enterprise Risk Management Portal

    | ● | Required public disclosure, if any; and |

  12. Enterprise Risk Management Portal

    | ● | Any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to the Audit Committee’s decision, in its business judgment, in light of the circumstances of the particular transaction. |

  13. Enterprise Risk Management Portal

    During 2024 and through the date hereof, there were no transactions to which we have been a participant, in which the amount involved in the transaction exceeds or will exceed $120,000 and in which any of our directors, director nominees, executive officers, or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. None of our current or former directors or executive officers is indebted to us, nor are any of these individuals indebted to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by us. Communications with the Board

  14. Enterprise Risk Management Portal

    | | Any matter intended for the Board, or for any individual member of the Board, should be directed to our Secretary at 2219 Rimland Drive, Suite 301, Bellingham, WA 98226 with a copy to investors@expworldholdings.com, with a request to forward the communication to the intended recipient. In general, any stockholder communication delivered to us for forwarding to Board members will be forwarded in accordance with the stockholder’s instructions. We reserve the right to not forward to Board members any abusive, threatening, or otherwise inappropriate materials. |

  15. Enterprise Risk Management Portal

    Board Composition eXp World Holdings, Inc. is guided by a diverse and highly experienced Board, each bringing expertise in their respective fields, including real estate, innovation, finance, corporate governance, and business operations. Many of our directors have held senior leadership positions at large companies, led innovative technology initiatives, and have extensive experience in strategic planning, risk management, and financial oversight. Their collective expertise ensures strong governance and informed decision-making that aligns with the company’s long-term vision and stockholder interests. The Board and Nominating and Corporate Governance Committee are committed to maintaining a balanced composition that reflects the evolving needs of the company and the industry. Directors contribute a range of perspectives that enhance eXp’s ability to navigate market dynamics, regulatory developments, and technological advancements while upholding the company’s core values of transparency, collaboration, and agent-centric growth. Board refreshment is a priority, ensuring continuity while integrating fresh perspectives. In recent years, the Board has welcomed new directors with backgrounds in sustainability, consumer satisfaction, and corporate strategy to strengthen governance and innovation. Our Board and leadership remain dedicated to fostering an agile, forward-thinking governance structure that supports eXp’s continued success as a global leader in real estate, agent centricity, and cloud-based brokerage innovation. Director Nominations In making its selection of director candidates, the Nominating and Corporate Governance Committee bears in mind that the foremost responsibility of a director is to represent the interests of our stockholders as a whole. Directors are expected to exemplify the highest standards of personal and professional integrity, and to constructively challenge management through their active participation and questioning. The Nominating and Corporate Governance Committee identifies and evaluates nominees for our Board based on these and other factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, expertise in areas relevant to the strategy and operations of our company, diversity, and the extent to which the nominee would fill a present need on our Board. The activities and associations of candidates are also reviewed for any legal impediment, conflict of interest, or other consideration that might prevent service on our Board. The Nominating and Corporate Governance Committee does not have a written policy on the consideration of director candidates recommended by stockholders, as it is the view of the Board that all candidates, whether recommended by a stockholder or the Nominating and Corporate Governance Committee, shall be evaluated based on the same established criteria for persons to be nominated for election to the Board and its committees. The Nominating and Corporate Governance Committee and the Board have deemed it to be in the best interests of the Company and our stockholders to reserve one position on the Board to be filled by an agent of the Company so that our agents’ needs, ideas and concerns are represented on the Board. During 2024, Monica Weakley was re-appointed to this dedicated position. The Nominating and Corporate Governance Committee and Board are proposing that Monica Weakley be reelected as a member of the Board to fill that dedicated position pursuant to this Proxy Statement. Director Nominee Biographical Information

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    | Founder Chief Executive Officer Chair of the Board Director since March 2013 Equity Committee | GLENN SANFORD Glenn Sanford, 58, is the founder, Chairman of the Board of Directors, and Chief Executive Officer of the Company. Prior to real estate, Mr. Sanford was an executive with a number of technology-related companies. In 1998, Mr. Sanford founded and served as President for eShippers.com, an online e-commerce and logistics company. Since 2002, Mr. Sanford has been actively involved in the residential real estate space. Mr. Sanford ran a large mega-agent team and consulted to Keller Williams International as a member of the Agent Technology Council in the areas of online client acquisition, client conversion and technology. Mr. Sanford was also a significant contributor to Keller Williams Internet Lead Generation Masterminds. In early 2007, Mr. Sanford launched BuyerTours Realty, LLC and grew the Company to three offices and into two states. After the decline in the real estate market in 2008, Mr. Sanford rewrote the entire business model to reduce costs and provide consumers with more information and access. In October 2009, Glenn Sanford founded and launched eXp Realty, LLC as the first truly cloud-based national real estate brokerage which replaced the traditional brick and mortar environment with a fully-immersive 3D virtual office environment where agents, brokers and staff collaborate across borders while learning and transacting business from anywhere in the world. Since that time, eXp Realty has quickly grown throughout the United States and internationally. | | GLENN SANFORD HAS PROVEN LEADERSHIP IN SCALING THE COMPANY INTO A GLOBAL CLOUD BROKERAGE, WHICH HIGHLIGHTS HIS STRATEGIC FORESIGHT AND COMMITMENT TO INNOVATION, ESSENTIAL FOR GUIDING THE COMPANY’S FUTURE GROWTH. | |

  17. Enterprise Risk Management Portal

    | Vice-Chair of the Board Director since July 2016 Audit Committee Chair Compensation Committee Nominating & Corp. Gov. Committee | RANDALL MILES For over 25 years, Randall Miles, 68, has held senior leadership positions in global financial services, financial technology and investment banking companies. His extensive investment banking background at bulge bracket, regional and boutique firms advising financial services companies on strategic and capital structure needs has crossed many disciplines. Mr. Miles’ transactional and advisory experience is complemented by leadership roles at public and private equity backed financial technology, specialty finance and software companies that have included Chairman and CEO at LIONMTS where he was nominated for the Ernst & Young Entrepreneur of the Year award, CEO at Syngence Corporation, COO of AtlasBanc Holdings Corp. and CEO of Advantage Funding / NAFCO Holdings. Mr. Miles is Managing Partner at SCM Capital Group, a global strategic and capital structure advisory firm, where he has served since 2003. Previously, he served as Head of Investment Banking at Tigress Financial Partners, Managing Director at Riparian Partners, a division of Oppenheimer & Co., Inc. as Senior Managing Director, and Head of FIG and COO, Investment Banking at Cantor Fitzgerald & Co. Mr. Miles has held senior leadership roles at Oppenheimer & Co., D.A. Davidson and Co., The First Boston Corporation (Credit Suisse), Meridian Capital and Greenwich Capital Markets. Mr. Miles has broad public, private and nonprofit board experience and has been active for many years in leadership roles with the Make-A-Wish Foundation. He presently serves on the boards of RESAAS Services Inc., Kuity, Corp., Arthur H. Thomas Company as Independent Director, Chairman, and Vice Chairman respectively. Mr. Miles holds a BBA from the University of Washington and holds FINRA licenses Series 7, 24, 63 and 79. | | RANDALL MILES BRINGS VALUABLE EXPERTISE IN STRATEGIC LEADERSHIP AND FINANCE, CONTRIBUTING CRITICAL INSIGHTS AND SKILLS NECESSARY TO SUPPORT THE COMPANY’S AMBITIONS IN EXPANDING ITS FOOTPRINT AND ENHANCING STOCKHOLDER VALUE. | |

  18. Enterprise Risk Management Portal

    | Director since November 2018 Compensation Committee Chair Audit Committee | DAN CAHIR Dan Cahir, 42, has more than 15 years of experience managing public and private equity investments across a variety of industries. Currently, Mr. Cahir serves as the Chief Executive Officer and Chief Investment Officer of Sapling Capital, LLC, positions he has held at Sapling Capital, LLC and its related entities since June 2018. From June 2013 to June 2018, Mr. Cahir served as a portfolio manager at Long Light Capital, managing a public equity portfolio and evaluating venture capital and private equity investments and allocations to external fund managers. From September 2011 to April 2013, Mr. Cahir was a member of the investment team at Ziff Brothers Investments, a private investment firm. From August 2007 to September 2009, Mr. Cahir was a member of the investment team at Madrone Capital Partners where he led the analysis on venture capital, private equity and public equity investments. Mr. Cahir began his career in September 2005 with Bain & Co., where he advised Fortune 500 and private equity clients on M&A, growth and efficiency initiatives until June 2007. Mr. Cahir completed his studies and earned his Bachelor of Arts Degree in Economics in 2005, graduating with the summa cum laude distinction from Claremont McKenna College and completed his studies and earned a Master of Business Administration from Harvard Business School in 2011. | | DAN CAHIR’S EXPERTISE IN FINANCE AND RISK MANAGEMENT AND EXPERIENCE ADVISING FORTUNE 500 CLIENTS ON M&A, GROWTH STRATEGIES, AND COST-CUTTING, IS IDEALLY SUITED FOR THE BOARD. HIS STRATEGIC INSIGHTS ARE PIVOTAL FOR GUIDING THE COMPANY THROUGH FINANCIAL COMPLEXITIES, DRIVING SUSTAINABLE EXPANSION, AND MAXIMIZING STOCKHOLDER VALUE. | |

  19. Enterprise Risk Management Portal

    | Director since June 2022 Agent Director Sustainability Committee | MONICA WEAKLEY Monica Weakley, 56, joined eXp Realty as an independent contractor real estate agent in July 2017. Ms. Weakley has more than 20 years of experience in the real estate industry, including being a team leader. Ms. Weakley has also been coaching and training agents since 2007 and founded her own real estate referral service company, GhostPostr, in 2019. In 2021, Ms. Weakley joined the Company’s Agent Advisory Council which represents the interests of agents to the Board and other Company leadership. Ms. Weakley completed her studies and earned her Bachelor of Science in Speech/Communications from Denison University in 1990. | | MONICA WEAKLEY’S DEEP INDUSTRY INSIGHTS FROM HER SUCCESSFUL CAREER IN REAL ESTATE COACHING AND AS A TOP AGENT MAKE HER A STRATEGIC ASSET TO THE BOARD, OFFERING IMPORTANT PERSPECTIVES ON AGENT SUCCESS AND MARKET STRATEGY ESSENTIAL FOR THE COMPANY’S CONTINUED GROWTH AND INNOVATION. | |

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    | Director since January 2023 Nominating & Corp. Gov. Committee Chair Sustainability Committee Chair Audit Committee | PEGGIE PELOSI Peggie Pelosi, 69, has more than 20 years of experience as a sales and network development professional and 15 years of experience as a corporate social responsibility and sustainability practitioner. Ms. Pelosi serves as the founding partner and strategic advisor of Orenda Social Purpose, positions she has held since September 2005. Until March 2023, she has also served as the Executive Director of Innovators Alliance, a network of CEOs focused on sustainable and profitable growth through innovation. Prior to her career and academic work in corporate social responsibility and sustainability, Ms. Pelosi served as a member of USANA Health Sciences, Inc.’s (“USANA”) management team, first as Executive Director of Sales for Canada from 1999 until 2000 and then as Vice President of Network Development from 2000 until 2004. Since 2018, Ms. Pelosi has served as a member of USANA’s Board of Directors and currently serves on USANA’s Audit Committee, Compensation Committee, Governance, Risk & Nominating Committee, and serves as Chair of the Sustainability Committee. Ms. Pelosi has received a graduate diploma from St. Michael’s College at the University of Toronto in Corporate Social Responsibility & Sustainability, and has completed the NACD Directorship Certification (NACD.CD) and the ESG Competent Boards Director Certification (GCB.D). | | PEGGIE PELOSI’S LEADERSHIP IN CORPORATE SOCIAL RESPONSIBILITY AND HER VAST EXPERIENCE IN SALES AND NETWORK DEVELOPMENT UNIQUELY QUALIFY HER FOR THE BOARD, ALIGNING WITH THE COMPANY’S COMMITMENT TO SUSTAINABLE GROWTH. | |

  21. Enterprise Risk Management Portal

    | Director since September 2023 Nominating & Corp. Gov. Committee Compensation Committee Sustainability Committee | FRED REICHHELD Fred Reichheld, 73, has more than 45 years of experience as a leading expert on customer and employee loyalty. Mr. Reichheld joined Bain & Company, Inc., a global business consulting firm, in 1977, was elected to the partnership of Bain & Company, Inc. in 1982, and was elected as the first Bain Fellow in January 1999, a position he continues to hold currently. Mr. Reichheld is the creator of the Net Promoter® system of management and founded Bain’s Loyalty practice, which helps clients achieve superior results through improvements in customer, employee, partner and investor loyalty and has also served in a variety of other roles, including as a member of Bain & Company’s Worldwide Management, Nominating, and Compensation Committees. Mr. Reichheld is a frequent speaker to major business forums and groups of CEOs and senior executives worldwide and has authored several books, including Winning on Purpose and The Ultimate Question 2.0. Since 2015, Mr. Reichheld has served as a member of FirstService Corp.’s Board of Directors and currently serves on its Nominating and Corporate Governance Committee. Since 2020, Mr. Reichheld has also served as a member of Bilt, Inc.’s Board of Directors. Mr. Reichheld received his Bachelor of Arts in Economics from Harvard University and his Master of Business Administration from Harvard Business School. | | FRED REICHHELD’S EXPERTISE IN CUSTOMER LOYALTY AND AS CREATOR OF THE NET PROMOTER SCORE SYSTEM POSITIONS HIM AS AN ESSENTIAL ASSET TO THE BOARD, OFFERING STRATEGIC GUIDANCE ON ENHANCING AGENT SATISFACTION AND FOSTERING A GROWTH-ORIENTED, AGENT-CENTRIC CULTURE. | |

  22. Enterprise Risk Management Portal

    Board Diversity While neither the Board nor the Nominating and Corporate Governance Committee has a formal written policy regarding director diversity, each of the Board and the Nominating and Corporate Governance Committee considers the diversity of backgrounds and experience of nominees when electing director nominees and in evaluating Board and committee composition.

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    | | Sanford | Miles | Cahir | Weakley | Pelosi | Reichheld | | Identity | | | | | | | | Gender | Male | Male | Male | Female | Female | Male | | LGBTQ+ | No | No | No | Yes | No | No | | Race/Ethnicity | White | White | White | White | White | White |

  24. Enterprise Risk Management Portal

    Non-Employee Director Compensation GENERAL Our non-employee director compensation program is intended to enhance our ability to attract, retain and motivate directors of exceptional ability and to promote the common interest of directors and stockholders in enhancing the value of the common stock. The Board reviews and approves director compensation. The Compensation Committee, in cooperation with the Nominating and Corporate Governance Committee, reviews and makes recommendations to the Board on director compensation. The Compensation Committee has the authority to engage a consulting firm to evaluate director compensation. Immediately prior to our 2024 Annual Meeting, the Board was comprised of Glenn Sanford, Randall Miles, Dan Cahir, Monica Weakley, Peggie Pelosi, and Fred Reichheld. At our 2024 Annual Meeting, our stockholders appointed six directors to our Board: Glenn Sanford, Randall Miles, Dan Cahir, Monica Weakley, Peggie Pelosi, and Fred Reichheld. During the year ended December 31, 2024, all directors except Messrs. Sanford and Gesing qualified as non-employee directors; Mr. Sanford did not receive compensation for his directorship activities, and Mr. Sanford’s compensation for his services as an employee is discussed under “Compensation Discussion and Analysis – Elements of Individual Executive Compensation”. While Ms. Weakley is an independent contractor real estate agent affiliated with the eXp Realty, LLC (“eXp Realty”) brokerage, she is not an employee of the Company or any of its subsidiaries, including eXp Realty. During the year ended December 31, 2024, Ms. Weakley received compensation for her directorship activities in addition to her real estate agent commission and related income earned in her capacity as an independent contractor real estate agent affiliated with eXp Realty, as described below. INDEPENDENT DIRECTOR COMPENSATION Under our independent director compensation policy, independent directors receive standardized cash retainers and equity awards in lieu of individual compensatory arrangements. Our independent directors for this purpose are Mr. Miles, Mr. Cahir, Ms. Pelosi, and Mr. Reichheld. The Board believes that this policy provides for transparency and parity of compensation among independent directors. Pursuant to that policy, independent directors are eligible to receive $200,000 in annual cash compensation, paid monthly. Independent directors that assume leadership roles are eligible to receive additional annual cash compensation, paid monthly, as follows: $25,000 for the Board’s Vice Chair; $50,000 for the Audit Committee Chair; $25,000 for the Compensation Committee Chair; $25,000 for the Nominating and Corporate Governance Committee Chair; and $25,000 for the Sustainability Committee Chair. When an independent director is first elected to the Board, he or she is granted a stock option award with a grant date accounting fair value of approximately $300,000. The stock option vests monthly in equal installments over three years, subject to continued service. Additionally, each independent director is eligible to receive additional annual stock option grants beginning upon the commencement of his or her fourth year of directorship and each year thereafter, with each annual grant having a grant date accounting fair value of approximately $100,000 per year. The stock option vests monthly in equal installments over three years, subject to continued service. In May 2024, the Compensation Committee undertook a review of non-employee director compensation. This included a review of non-employee director compensation pay levels at the following peers with which we compete for talent: Real Brokerage Inc (REAX), Re/MAX Holdings Inc (RMAX), Fathom Holdings Inc (FTHM), Anywhere Real Estate Inc (HOUS), Compass Inc (COMP), Douglass Elliman Inc (DOUG), and Redfin Corp (RDFN). Following the review, the Compensation Committee and the Board determined that the current compensation program and levels in place for our independent non-employee directors continue to attract, retain and reward qualified independent non-employee directors, consistent with market practices and the demands placed on our Board. 2024 COMPENSATION FOR INDEPENDENT DIRECTORS For the year ended December 31, 2024, the following persons received the compensation set forth below for their directorship activities:

  25. Enterprise Risk Management Portal

    | ● | Mr. Miles’s cash compensation was $374,728 and he was granted a stock option having a grant date accounting fair value of $99,728 on July 31, 2024, which vests monthly in equal installments over three years, subject to continued service; |

  26. Enterprise Risk Management Portal

    | ● | Mr. Cahir’s cash compensation was $214,588 and he was granted a stock option having a grant date accounting fair value of $99,843 on November 29, 2024, which vests monthly in equal installments over three years, subject to continued service; |

  27. Enterprise Risk Management Portal

    2024 COMPENSATION FOR REAL ESTATE AGENT DIRECTOR SEAT Under our rotating agent director compensation policy, our dedicated agent director position was historically eligible to receive $25,000 annual cash compensation for directorship services, paid monthly, and an annual stock option award having a grant date accounting fair value of $25,000, which vests monthly in equal installments over one year, subject to continued service. During 2024, the Compensation Committee conducted a review of the agent director compensation and recommended an increase to $50,000 in annual cash compensation to better align with industry benchmarks, adjust for inflationary pressures, and reflect the growing responsibilities and contributions of the role. The Board approved this recommendation in June 2024. During 2024, Ms. Weakley filled the dedicated agent director position. For the year ended December 31, 2024, Ms. Weakley received cash compensation of $39,583 for her directorship activities and she was granted a stock option award having a grant date fair value of $24,961 on June 19, 2024, which vests monthly in equal installments over one year, subject to continued service. Additionally, for the year ended December 31, 2024, Ms. Weakley received the following compensation in her role as an independent contractor real estate agent of eXp Realty and not in connection with her directorship activities:

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    | ● | stock awards with a grant date accounting fair value of $19,063 under our Agent Growth Incentive Program; |

  29. Enterprise Risk Management Portal

    | (2) In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock option awards granted during 2024, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”), excluding estimated forfeitures. The assumptions used in the valuation of these stock options are consistent with the valuation methodologies specified in Note 10 - Stockholders’ Equity to our consolidated financial statements included in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2024. Mr. Miles’ awards were granted under the Company’s 2015 Equity Incentive Plan and Mr. Cahir’s awards were granted under the Company’s 2024 Equity Incentive Plan. Ms. Weakley’s awards were granted throughout 2024, with awards granted prior to and during September 2024 granted pursuant to the Company’s 2015 Equity Incentive Plan and awards granted after September 2024 granted pursuant to the Company’s 2024 Equity Incentive Plan. |

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    | (4) As of December 31, 2024, Mr. Miles held outstanding stock options covering 86,856 shares and did not hold any unvested stock awards. |

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    | (6) As of December 31, 2024, Mr. Cahir held outstanding stock options covering 193,424 shares and did not hold any unvested stock awards. |

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    | (8) As of December 31, 2024, Ms. Weakley held outstanding stock options covering 9,814 shares and unvested stock awards covering 1,239 shares. |

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    | (12) As of December 31, 2024, Ms. Pelosi held outstanding stock options covering 33,371 shares and did not hold any unvested stock awards. |

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    | (14) As of December 31, 2024, Mr. Reichheld held outstanding stock options covering 25,063 shares and did not hold any unvested stock awards. |

  35. Enterprise Risk Management Portal

    We reimburse our non-employee directors for expenses incurred in connection with their directorship services, including attending Board and committee meetings, assisting with other Company business, such as meeting with potential officer and director candidates, as well as continuing director education. Under our Revenue Share Plan, real estate professionals affiliated with the Company (including Ms. Weakley) are paid a portion of the Company’s commission for their contribution to Company growth, including transactions executed by the participant’s frontline qualifying active agents. Under the Agent Growth Incentive Program, agents and brokers of the Company (including Ms. Weakley) receive restricted stock units (i) upon the agent’s or broker’s first completed transaction with the Company during specified anniversary years, cliff-vesting after three years, subject to continued service; (ii) upon the first completed transaction with the Company by an agent or broker whom the awarded agent or broker most influenced to join, cliff-vesting after three years, subject to continued service of both the awarded agent or broker and the influenced agent or broker; (iii) upon the agent or broker achieving non-reduced “capped status” during specified anniversary years, cliff-vesting after three years, subject to continued service; and (iv) upon the agent or broker achieving certain ICON award requirements during specified anniversary years, cliff-vesting after three years or one year, subject to continued service, or vesting immediately, depending on the ICON award type. Ms. Weakley is a participant in the Company’s Revenue Share Plan and Agent Equity Program in her capacities as independent contractor real estate agent of the Company, and not in her roles as a director, and would continue to receive those benefits similar to all other agents and brokers affiliated with the Company even after ceasing her directorship services so long as she maintains an active real estate license and is not affiliated as an agent or broker with a competitive brokerage. Mr. Sanford would continue to receive revenue if his employment with the Company ceased (see “Executive Compensation - Compensation Discussion and Analysis - Cash Bonus” below). Executive Officers The names of our executive officers and their ages, their positions with our Company, and other biographical information, as of the date of this proxy statement, are set forth below. Executive officers are appointed by our Board of Directors to hold office until their successors are elected and qualified and serve in such capacity until termination, resignation or change of job duties. There are no family relationships among our executive officers.

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    | Name | Position | Age | Date First Elected, Appointed or Hired | | Glenn Sanford | Director, Chairman, Chief Executive Officer (EXPI and eXp Realty) | 58 | March 12, 2013 | | James Bramble | Chief Legal Counsel, General Counsel, and Corporate Secretary | 55 | March 18, 2019 | | Kent Cheng | Chief Accounting Officer, and Principal Financial Officer | 58 | April 15, 2021 | | Leo Pareja | Chief Executive Officer, eXp Realty | 42 | May 23, 2022 | | Wendy Forsythe | Chief Marketing Officer, eXp Realty | 53 | April 22, 2024 |

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    BUSINESS EXPERIENCE OF OUR EXECUTIVE OFFICERS The following is a brief description of the business experience and education during at least the past five years of each executive officer, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

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    | Glenn Sanford | Mr. Sanford’s business experience and education can be found under “Directors - Director Nominee Biographical Information.” | | James Bramble | Mr. Bramble joined the Company as its Chief Legal Counsel and General Counsel on March 18, 2019. Mr. Bramble was appointed as the Company’s Corporate Secretary on October 1, 2019. As Chief Legal Counsel and General Counsel, Mr. Bramble oversees the company’s legal affairs, including corporate governance, litigation and compliance. Mr. Bramble has over 25 years of international business experience and has transformed the Company’s legal and compliance functions to empower an agent-centric, globally-scaled organization. Mr. Bramble is an active member of the Association of Corporate Counsel (ACC) and is a licensed real estate agent. Mr. Bramble champions eXtend a Hand, the Company’s affiliate charitable foundation and leverages his expertise in service of his community and on non-profit and private company boards. Recently, Mr. Bramble served as Chief Legal Officer, General Counsel and Corporate Secretary at USANA, a producer of nutritional products, dietary supplements and skincare products, from February 1998 until 2018. Mr. Bramble is a graduate of University of Utah where he obtained his B.S. (majoring in Political Science) and J.D. |

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    | Kent Cheng | Mr. Cheng joined the eXp Realty as Global Controller on March 30, 2020. He was appointed eXp Realty’s Chief Accounting Officer on April 15, 2021 and Principal Financial Officer of the Company on December 1, 2023. Mr. Cheng is responsible for leading and developing the Company’s global accounting, finance practices and procedures. He also ensures the preparation and analysis of all financial reports comply with applicable regulations. Mr. Cheng has decades of finance expertise in global finance, accounting and information technology functions in large, complex and geographically dispersed multi-billion-dollar global businesses. On March 3, 2025, Mr. Cheng notified the Company of his decision to resign as its Chief Accounting Officer and principal financial officer, effective as of the Resignation Date. Mr. Cheng will continue to serve in his current roles through his Resignation Date. To ensure an effective and smooth transition, on March 5, 2025, the Company entered into an amendment to Mr. Cheng’s offer letter dated March 6, 2020, pursuant to which Mr. Cheng agreed to serve as a strategic advisor to the Company through August 31, 2025, after which time Mr. Cheng’s employment with the Company will terminate. From July 2019 until March 2020, Mr. Cheng served as the Corporate Controller at Ocean Spray, an agricultural cooperative of growers of cranberries and grapefruit, where he oversaw corporate accounting, internal controls, financial reporting, and global tax and cost accounting. Prior to that, Mr. Cheng served as Global Finance Director of The Chemours Company, a chemical company, from November 2015 until March 2019. Prior to Chemours, Mr. Cheng worked in the finance department at Akzo Nobel, Dow Chemical, Rohm and Haas, and General Electric. Mr. Cheng is a graduate of Utah State University, where he obtained his Master of Accounting and Sun Yat-Sen University, where he obtained a Bachelor of Business Administration. Mr. Cheng is a member of American Institute of Certified Public Accountants. | | Leo Pareja | Mr. Pareja joined the Company as its President of Affiliated Services in July 2022 and was subsequently promoted to Chief Strategy Officer, eXp Realty in November 2022. In April 2024, Leo Pareja was promoted to Chief Executive Officer, eXp Realty. As Chief Executive Officer, Mr. Pareja leads eXp Realty with a focus on enhancing its industry-leading agent-centric model, driving innovation, and optimizing organizational strategies to support sustainable growth and long-term success. Mr. Pareja brings more than 20 years of real estate experience and has been recognized as a top real estate agent in RealTrends’ The Thousand report, a No. 1 agent on the National Association of Hispanic Real Estate Professionals’ (NAHREP) Top 250 list and a 30 under 30 agent in Realtor® Magazine. Mr. Pareja co-founded one of the largest private lending companies on the U.S. East Coast, as well as a fast-growing MLS technology vendor. He has served as founding president of NAHREP’s Metro D.C. chapter, and later as national president for the organization. Prior to joining the Company, Mr. Pareja cofounded Remine, Inc. in January 2016, where he served as CEO and President until October 2021 when Remine, Inc. was acquired by MLS Technology Holdings, LLC, and Mr. Pareja transitioned to Chief Strategy Officer. While at Remine, Mr. Pareja oversaw and managed the creation and growth of the MLS technology suite of services, which served over 1,000,000 real estate professionals in North America. Mr. Pareja is a graduate of George Mason University where he obtained his B.A. in Integrated Studies. |

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    | Wendy Forsythe | Wendy Forsythe joined eXp Realty as its Chief Marketing Officer in April 2024. In this role, she is responsible for developing and executing eXp Realty’s global marketing strategies, enhancing brand visibility, and empowering its agents worldwide. She oversees all aspects of marketing, including brand management, advertising, digital marketing, and public relations, with a focus on strengthening eXp Realty’s position as an industry leader. Currently, Ms. Forsythe also acts as Chief Executive Officer of Believe Your Potential, LLC, a consulting firm focusing on executive leadership and marketing strategy. Prior to that, Ms. Forsythe was President of Compass’ California, Hawaii & Nevada region from October 2022 to October 2023, where she led regional operations supporting approximately 9,000 agents and over 300 regional staff. She was responsible for driving revenue, increasing agent retention, and expanding ancillary services such as title, escrow, and mortgage. From September 2019 to October 2022, Ms. Forsythe served as Chief Strategy Officer at Fathom Holdings (Nasdaq: FTHM), overseeing strategic initiatives across its real estate, mortgage, title, insurance, and technology businesses. She played a key role in expanding Fathom Realty’s agent count, completing multiple acquisitions, and guiding the company through a successful IPO. Previously, Ms. Forsythe was Chief Operating Officer at HomeSmart International from September 2017 to June 2019, leading the operations of a 16,000-agent brokerage network. Before that, she held executive roles at Carrington Real Estate Services, Better Homes and Gardens Real Estate (Realogy), and Royal LePage. Ms. Forsythe earned her Bachelor of Business Administration with a focus on Marketing and Human Resources from Acadia University. |

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    Compensation Discussion and Analysis This Compensation Discussion and Analysis describes our compensation program for, and the decisions during the fiscal year ended December 31, 2024 regarding the compensation of, the below named executive officers (and their positions as of December 31, 2024) (our “NEOs”):

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    | ● | Glenn Sanford, Chief Executive Officer (eXp World Holdings, Inc.); |

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    | ● | James Bramble, Chief Legal Counsel, General Counsel, and Corporate Secretary (eXp World Holdings, Inc.); |

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    | ● | Kent Cheng, Chief Accounting Officer (eXp Realty) and Principal Financial Officer (eXp World Holdings, Inc.); |

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    | ● | Leo Pareja, Chief Executive Officer (eXp Realty); and |

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    | ● | Shoeb Ansari, former Chief Information Officer (eXp World Holdings, Inc.). |

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    Despite a challenging macro-economic environment for the real estate industry, we continued to grow revenue during 2024, and maintained positive Adjusted EBITDA (adjusted EBITDA is a non-GAAP measure; please see Appendix 1 of this Proxy Statement for a definition of this term and reconciliation with the most directly comparable GAAP measure). Our agent-centric model and value proposition, scale and superior efficiency enable us to invest in the success of our agents. ADVISORY VOTE ON EXECUTIVE COMPENSATION We submit to our stockholders on an annual basis a proposal for a (non-binding) advisory vote to approve the compensation of our named executive officers for the prior fiscal year (“say-on-pay”). The Compensation Committee considers, among other things, the outcome of this vote when evaluating our compensation principles, designs and practices. At our 2024 Annual Meeting, our stockholders expressed strong support for our named executive officer compensation program, with approximately 95 percent of shares voted cast in favor of approval of our compensation program for named executive officers. The Compensation Committee believes these results reflect our stockholders’ affirmation of our named executive officer compensation program. Nevertheless, the Compensation Committee regularly reviews and adjusts the program as needed to ensure it remains competitive and aligned with the best interests of the Company and its stakeholders. SUMMARY OF 2024 NEO COMPENSATION DECISIONS Our 2024 executive compensation program was designed to recognize and retain our key executives, acknowledging their pivotal contributions to both agent and company success amidst the challenging macro-economic conditions of the past year. We continue to emphasize long-term equity compensation as the most significant component of each NEO’s compensation. The following key compensation actions were taken with respect to our named executive officers for 2024:

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    | ● | The Board considered the affirmative advisory say-on-pay vote at the 2024 Stockholders’ Meeting in its decision to make necessary compensation changes in 2024 to maintain the retention power of our compensation program. |

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    | ● | The Compensation Committee recommended, and the Board approved, an adjustment to Mr. Pareja’s compensation in connection with his promotion to Chief Executive Officer of eXp Realty. This decision was informed by a thorough review of practices at peer companies with which we compete for talent, Mr. Pareja’s expanded responsibilities, and his pivotal contributions to the Company’s performance and growth initiatives. The revised compensation structure is designed to align Mr. Pareja’s incentives with the Company’s performance, reflect market-competitive practices, and support retention of his leadership during a critical period of industry transformation. The peers that were considered are the same as those that were considered and disclosed above in connection with the review of director compensation (excluding Real Brokerage, Inc. (REAX)). In connection with Mr. Pareja’s promotion, the Compensation Committee recommended, and the Board granted Mr. Pareja both time- and performance-based restricted stock unit (RSU) awards, as well as stock options. This mix of equity awards reflects an expansion of the Company’s evolving approach to a balanced, long-term equity compensation strategy as described in greater detail below. |

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    | ● | The Compensation Committee conducted its annual review of executive officer compensation to ensure alignment with industry benchmarks and to reflect the contributions of key leaders. Following this review, the Compensation Committee recommended, and the Board approved, targeted adjustments to align compensation with market practices and the expanded responsibilities of certain executives. Specifically, as described in greater detail below, the base salaries for Messrs. Cheng and Bramble were increased, and Mr. Cheng became eligible for a monthly bonus in light of his dual-role responsibilities. These adjustments reflect the Company’s commitment to retaining top talent and ensuring compensation aligns with responsibilities and market trends. |

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    To date, the Company has not received advice from any compensation consultants regarding our NEO compensation setting process. During 2024, for its annual review of NEO compensation, the Compensation Committee considered the Proxy Survey of Compensation in the Russell 2000 Index (May 2023) in reviewing executive officer compensation practices of the Company. Except as specifically described herein, the Compensation Committee does not affirmatively set out in any given year, or with respect to any given NEO, to apportion compensation in any specific ratio among the various categories of compensation (i.e., between cash and non-cash compensation, short-term and long-term compensation, or between non-performance based and performance-based compensation). Rather, the Compensation Committee uses the principles described below, and the factors described for each category in the discussion that follows, as a guide in assessing the proper allocation among those categories. The Compensation Committee also does not formally “benchmark” compensation against peers. Rather, the Compensation Committee retains discretion to make adjustments based on the factors described above and considers competitive market practices as one factor in its deliberations. OUR COMPENSATION PHILOSOPHY Our executive compensation program is designed to (1) attract, retain and incentivize leadership in a manner that is market-based and transparent, (2) promote retention, (3) drive and grow our business over the long-term, (4) support business continuity, and (5) reward our NEOs for delivering financial, operational and strategic results. We believe that the compensation of our NEOs accurately reflects their contributions to our growth and success, aligns with our annual financial results and the interests of our stockholders, and adheres to sound executive compensation policies and practices. ELEMENTS OF INDIVIDUAL EXECUTIVE COMPENSATION We structure the annual compensation of our NEOs using three key elements: base salary, discretionary annual and other cash bonus opportunities, and long-term equity incentive opportunities. While our NEO compensation program is influenced by a variety of factors, the primary goals are to align the interests of our NEOs with the interests of our stockholders, to attract and retain highly-talented individuals and to associate pay with business and individual performance. BASE SALARY Base salary represents the customary, fixed portion of NEO compensation intended to attract and retain talented individuals. Generally, we establish the initial base salaries of our NEOs through arm’s-length negotiation during hiring, which considers the officer’s relevant position, qualifications, experience, and the base salaries of our other executive officers. Our NEO base salaries are reviewed annually and adjusted as necessary or appropriate, taking into account the factors above and the Company’s performance, by the Compensation Committee and the Board. As discussed above, in April 2024, the Compensation Committee recommended, and the Board approved, a compensation adjustment for Mr. Pareja upon his promotion to CEO of eXp Realty, reflecting peer benchmarks, his expanded responsibilities, and key contributions, ensuring market alignment and leadership retention during industry changes. As part of the compensation adjustments for Mr. Pareja described above, the Compensation Committee recommended, and the Board approved, an increase to his base salary from $500,000 to $750,000, effective April 5, 2024. In May 2024, the Compensation Committee conducted an annual review of executive officer compensation, including the salaries of Glenn Sanford, Kent Cheng, James Bramble, and Leo Pareja. This review was informed by the Proxy Survey of Compensation in the Russell 2000 Index (May 2023) and considered each officer’s contributions to the Company and industry conditions. Following this review, the Compensation Committee determined that Mr. Sanford’s base salary remained competitive and appropriate in light of his ongoing strategic involvement and contributions to the Company, despite stepping back from his formal duties as CEO of eXp Realty, LLC; such strategic involvement included, among other things, his increased role in international expansion. Mr. Pareja’s salary, which had been adjusted in April 2024 in connection with his promotion to CEO of eXp Realty, was also found to align with industry benchmarks and remained unchanged. However, adjustments were made for other executives. Specifically:

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    ANNUAL AND OTHER CASH BONUS OPPORTUNITIES Our NEOs, except for Mr. Sanford, are eligible to participate in the Company’s discretionary annual cash bonus program, described below. Mr. Sanford is eligible to receive quarterly revenue share cash bonuses in connection with his employment, as described below. Annual Cash Bonus Program: Our discretionary annual cash bonus program, paid quarterly, is an “at-risk” component of our NEO compensation program that is designed to motivate our NEOs’ to contribute to Company success. The aggregate annual bonus amount that each participating NEO could earn is negotiated in each NEO’s offer letter as a percentage of his or her base salary and may be adjusted upon determination by the Board from time-to-time. Annual bonuses are paid in equal quarterly installments, following review and approval by the Compensation Committee each quarter. In April 2024, as part of Mr. Pareja’s promotion to Chief Executive Officer of eXp Realty, the Compensation Committee recommended, and the Board approved, retaining his bonus target at 50% of his increased salary of $750,000, subject to quarterly Board approval. While the percentage remained constant, the effective bonus increased to reflect his expanded responsibilities and peer benchmarks. This structure incentivizes Mr. Pareja’s leadership in executing strategic brokerage efforts and driving innovation and growth for the Company. The Board approved these changes to ensure alignment with peer and industry practices and support Mr. Pareja’s ongoing contributions to the Company. In May 2024, the Compensation Committee conducted its annual compensation review and the Compensation Committee recommended maintaining the bonus percentages for Messrs. Cheng, Bramble and Pareja at 50% of their respective base salaries, recognizing that the actual target bonus amounts increased due to approved salary adjustments. The Board approved these bonus amounts to ensure competitive total compensation packages in alignment with survey data and industry practices. These adjustments underscore the Compensation Committee’s commitment to tying compensation to performance, aligning with market trends, and retaining high-caliber talent during a pivotal time for the organization. By leveraging salary adjustments to increase actual bonus amounts without altering bonus percentages, the Compensation Committee balanced simplicity with effective financial incentives. During 2024, the Compensation Committee determined that each NEO satisfied the conditions to receive bonuses at 100% of target. The target bonus payment amounts for 2024 and actual bonus payment amounts earned in 2024 are set forth below:

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    | | Target 2024 | | | | | Bonus Opportunity (as | | | | | a percentage of base | Target 2024 Bonus | | | Named Executive Officer | salary) | Opportunity | 2024 Bonus Payment(1) | | James Bramble | 50% | $212,102(2) | $212,102 | | Kent Cheng | 50% | $194,979(2) | $194,979 | | Leo Pareja | 50% | $312,500(2) | $312,500 | | Shoeb Ansari | -(3) | $- | $- |

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    | (1) Excludes bonus payments made to named executive officers in 2024 which were earned in 2023, and includes bonus payments made to named executive officers in 2025 which were earned in 2024. |

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    | (3) Mr. Ansari’s employment terminated on March 20, 2024 and he did not receive a bonus in 2024. |

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    Sanford Cash Bonus: During each calendar quarter of his ongoing employment service, Mr. Sanford is eligible to receive a cash bonus. In determining such bonus, the Company takes into account, as one factor, the amount that his revenue share, were Mr. Sanford still participating in the Company’s Revenue Share Plan, exceeds his salary during such calendar quarter, subject to the Company’s revenue growing 30% annually, as determined in the Board’s discretion. Mr. Sanford is not eligible to receive any additional cash bonuses. When establishing this bonus opportunity, the Board considered that Mr. Sanford’s revenue share would continue even after ceasing to be an employee of the Company. As part of the Compensation Committee’s 2024 review (with Mr. Sanford dismissed and recused) of Mr. Sanford’s compensation, the Compensation Committee determined (and the Board agreed by unanimous vote) that Mr. Sanford’s bonus eligibility was in-line with industry trends based on a review of the most recent Proxy Survey of Compensation in the Russell 2000 Index (May 2023), appropriate for Mr. Sanford’s respective contributions to the Company, including his expanded role in international growth, sufficient to incentivize Mr. Sanford, and appropriate in consideration of macro-economic industry pressures faced by the Company (including, but not limited to, real estate market contraction, historically high average interest rates, and industry antitrust litigation). During 2024, Mr. Sanford did not receive any quarterly revenue share cash bonuses as the Company did not achieve 30% annual revenue growth during any period. Cheng Cash Bonus: During its May 2024 annual compensation review, the Compensation Committee recommended a $10,000 monthly cash bonus for Kent Cheng to reflect his expanded responsibilities when he assumed the additional role of Principal Financial Officer on December 1, 2023. This bonus, which is effective December 1, 2023, and pro-rated for any partial months, recognizes the increased complexity and scope of his dual roles, which includes overseeing financial strategy, regulatory compliance, and external reporting, and will cease in the event Mr. Cheng is no longer acting as Principal Financial Officer. The Compensation Committee determined that while Mr. Cheng’s base salary aligned with benchmarks for Chief Accounting Officers, his total compensation lagged behind survey peers in similar dual roles. The bonus was designed to ensure Mr. Cheng’s compensation remains competitive, incentivizes his ongoing leadership during a pivotal period for the Company, and aligns with survey benchmarks and the increased demands of his position. The Board approved the bonus, underscoring its commitment to retaining and recognizing top talent critical to the Company’s financial oversight and stability.

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    | Named Executive Officer | 2024 Bonus Payment | | Kent Cheng | $130,000 |

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    LONG-TERM INCENTIVE COMPENSATION (EQUITY AWARDS) The Compensation Committee and our Board believes long-term equity compensation is in the best interests of the Company and our stockholders because it is an effective way to focus our NEOs on driving increased stockholder value over a multi-year period, provides a reward for appreciation in our stock price and long-term value creation, and motivates our NEOs to remain employed with us. Equity Award Grant Practices: In 2024, the Board expanded upon its evolving approach to long-term equity compensation by expanding its NEO award compensation to include both time-based restricted stock unit (RSU) awards as well as stock options. This shift builds upon the precedent set in 2023, when the Board granted time-based RSUs to Glenn Sanford, which were tied to continued service and aligned with retention goals. The evolving framework reflects the Board’s commitment to linking long-term incentives to Company performance while supporting retention and rewarding exceptional individual contributions. The Compensation Committee influences NEO long-term equity compensation, recommending awards to the Board for approval. In making these recommendations, the Compensation Committee considers the potential dilutive effects to stockholders, industry practices, outstanding equity holdings of each NEO, stock-based compensation expense, and long-term incentive compensation trends. Until and during September 2024, all equity compensation was governed by and administered under the 2015 Equity Incentive Plan, as amended, and beginning after September 2024, all equity compensation is governed by and administered under the 2024 Equity Incentive Plan. During 2024, time-based awards remained a core component of equity grants to ensure retention. Specifically, in 2024, Mr. Pareja’s promotion-related compensation package included a stock option grant, vesting in equal quarterly installments over four years, and four annual RSU awards, each vesting in equal quarterly installments over a one-year period, contingent on continued service. The Company’s policy for initial equity grants for NEOs remains consistent with historical practices, providing initial stock option awards upon hire of up to a grant date accounting fair value of $300,000, with monthly or quarterly vesting, in equal installments, over a three-year period. Initial grants are made in order to attract highly talented individuals, compensate them for equity compensation opportunities forfeited at their prior employers, and to immediately focus them on driving increased stockholder value over a multi-year period. Initial NEO grants are typically made upon the date of hire. NEOs are also eligible for additional annual stock option grants commencing after their initial stock options have fully vested. Such recurring, additional stock option grants may be in an amount of up to a grant date accounting fair value of $100,000 per year, with monthly or quarterly vesting, in equal installments, over a three-year period. We make annual grants to lessen the effects of the potential fluctuation in share price, to renew the incentive and retention power of long-term equity incentives as outstanding awards vest, and to allow us to review and, if in our best interests, recalibrate our long-term incentive program on an annual basis. NEOs may also receive off-cycle stock grants in lieu of annual or recurring grants when necessary to address retention risks, recognize extraordinary contributions, or align incentives with evolving Company goals. Overall, the Company’s long-term equity incentive approach demonstrates the Company’s commitment to using long-term equity compensation to attract, retain, and motivate top talent while aligning executive incentives with stockholder interests and corporate performance objectives. Glenn Sanford Award Compensation: Effective July 2023, the Board approved a long-term incentive equity award for Mr. Sanford in order to incentivize and retain his services and align with industry trends. This award covered 167,500 shares, vesting in three equal installments on each one-year anniversary of the grant date over three years, subject to continued service, provided that, in each case, the Company’s market cap weighted stock price appreciation over the prior year exceeds the average market cap weighted stock price appreciation over the same period of the following peer companies: RE/MAX Holdings, Inc. (RMAX), Compass, Inc. (COMP), Redfin Corp. (RDFN), and Anywhere Real Estate Inc. (HOUS). For the initial vesting date, the Company’s stock price appreciation was calculated from the grant date through the first anniversary and compared against the average market cap weighted stock price appreciation of the peer group, and the results were as follows:

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    As the Company’s market cap weighted stock price appreciation did not exceed the peer group’s average market cap weighted stock price appreciation during the performance period, the first 1/3 installment of the option grant (55,233 shares) did not vest and were forfeit. Mr. Sanford also received a stock award of 170,000 restricted stock units, vesting in equal quarterly installments over a one-year period beginning on the grant date, which fully vested on September 28, 2024. 2024 NEO Award Compensation: In April 2024, as part of Mr. Pareja’s promotion to Chief Executive Officer of eXp Realty, the Compensation Committee recommended, and the Board approved an option grant to purchase up to 1,300,000 shares of the Company’s common stock, vesting in equal quarterly installments over four years, and four annual restricted stock unit (RSU) awards with a grant date fair value of $325,000 each, contingent on continued service, each vesting in equal quarterly installments over a one-year period. These equity awards were designed to align Mr. Pareja’s compensation with his expanded responsibilities, peer benchmarks, and the Company’s performance goals, ensuring his focus on driving long-term stockholder value. The Board approved the equity compensation package to ensure alignment with peer and industry practices and support Mr. Pareja’s ongoing contributions to the Company. In May 2024, the Compensation Committee conducted an annual review of the compensation of Messrs. Sanford, Cheng, Bramble, and Pareja. The Compensation Committee determined that existing equity compensation, combined with base salaries and cash bonuses, remained sufficient to retain and incentivize these key leaders, considering the Company’s strategic priorities and broader financial position. Therefore, the Board granted no new equity compensation to Messrs. Sanford, Cheng, or Bramble during the year. The below table depicts those equity awards that the Compensation Committee determined and recommended our Board approve, and the Board approved, to our NEOs during the year ended December 31, 2024:

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    | | RSUs | Stock Option Awards | | Named Executive Officer | (number of shares) | (number of shares) | | Leo Pareja | 27,152 | 191,459 |

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    HEALTH AND WELFARE BENEFITS Our NEOs are eligible to participate in our employee benefit programs on the same basis as our other full-time, salaried employees. These benefits include a 401(k) plan, with the Company matching up to 4% of each participant’s eligible compensation, medical (including a medical waiver reimbursement of $100 per paycheck if he/she declines to use Company coverage), dental and vision benefits, disability insurance, employee assistance program (EAP), basic life insurance coverage, health savings accounts, accidental death and dismemberment insurance, and a monthly technology reimbursement of $40 (increased to $50 per month on January 1, 2025), as well as employer-paid wellness benefits, including employee subscriptions to the Calm®, Noom®, and Vitality® mobile applications. We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. We believe these benefits are necessary to be competitive within our industry and the expense of these programs is offset by their attraction and retention value. EXP’S EQUITY GRANT POLICY FOR EXECUTIVE OFFICERS Equity grants made to the CEO or other Section 16 officers must be approved by the Compensation Committee. Timing of grants. Equity awards are discretionary and are generally granted to our named executive officers in connection with a promotion or immediately proceeding the Compensation Committee’s annual compensation review. Neither the Board nor the Compensation Committee take material nonpublic information into account when determining the timing and terms of equity awards. The Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Option exercise price. The exercise price of a newly granted option (i.e., not an option assumed or substituted in connection with an acquisition) is the closing price of the Company’s common stock on the Nasdaq stock market on the date of grant. During 2024, no option was granted to an NEO within four business days before or one business day after the Company filed a Form 10-Q, Form 10-K, or filed or furnished a Form 8-K that discloses material nonpublic information. SPECIAL AND OTHER BENEFITS In general, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. No NEOs received material perquisites or other personal benefits during 2024 that were not provided to our employees generally. EXECUTIVE EMPLOYMENT TERMS We have entered into written offer letters with certain of our NEOs, but each of our NEOs is at-will and we do not have employment contracts with guaranteed terms of employment with them. In filling NEO positions, we recognize that we have to develop competitive compensation packages to attract qualified candidates in a dynamic labor market.

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    | ● | Mr. Sanford: Mr. Sanford is the founder of the Company, and currently the CEO of the Company, and no formal offer letter or engagement letter was entered into between Mr. Sanford and the Company. Mr. Sanford’s current annual base salary is $1,575,000. Subject to the Board’s discretion, Mr. Sanford is eligible to receive certain cash bonus compensation and long-term incentive awards (see “Compensation Discussion and Analysis – Annual and Other Cash Bonus Opportunities – Sanford Cash Bonus” “Compensation Discussion and Analysis – Long-Term Incentive Compensation (Equity Awards) – Glenn Sanford Award Compensation” and “Executive Compensation Tables – Outstanding Equity Awards as of December 31, 2024” for additional details). |

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    | ● | Mr. Bramble: We entered into an offer letter with Mr. Bramble, effective March 12, 2019, to serve as our Chief Counsel. In October 2019, Mr. Bramble assumed the additional role of Corporate Secretary. Mr. Bramble’s current annual base salary is $483,000. Subject to Mr. Bramble’s contribution to Company growth, Mr. Bramble is eligible to receive certain annual cash bonus compensation (see “Compensation Discussion and Analysis – Annual and Other Cash Bonus Opportunities – Annual Cash Bonus Program” for additional details) and has also received long-term incentive awards (see “Executive Compensation Tables – Outstanding Equity Awards as of December 31, 2024” for additional details). Pursuant to the terms of his offer letter, Mr. Bramble is eligible to receive a payment equal to four months’ of base salary in the event Mr. Bramble’s employment is terminated by the Company without cause which would be paid lump-sum, contingent on the effectiveness of a release of claims in favor of the Company. |

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    | ● | Mr. Cheng: We entered into an offer letter with Mr. Cheng, effective March 6, 2020, to serve as our Global Controller. In April 2021, Mr. Cheng was promoted to Chief Accounting Officer. On December 1, 2023, Mr. Cheng assumed the additional role of Principal Financial Officer. Mr. Cheng’s current annual base salary is $400,000. Subject to Mr. Cheng’s contribution to Company growth, Mr. Cheng is eligible to receive certain annual cash bonus compensation and a monthly cash bonus for his duties as Principal Financial Officer (see “Compensation Discussion and Analysis – Annual and Other Cash Bonus Opportunities – Annual Cash Bonus Program” and “Compensation Discussion and Analysis – Annual and Other Cash Bonus Opportunities – Cheng Cash Bonus” for additional details) and has also received long-term incentive awards (see “Executive Compensation Tables – Outstanding Equity Awards as of December 31, 2024” for additional details). On March 3, 2025, Mr. Cheng notified the Company of his decision to resign as its Chief Accounting Officer and principal financial officer, effective as of March 31, 2025 (the “Resignation Date”). Mr. Cheng will continue to serve in his current roles through his Resignation Date. To ensure an effective and smooth transition, on March 5, 2025, the Company entered into an amendment to Mr. Cheng’s offer letter dated March 6, 2020, pursuant to which Mr. Cheng agreed to serve as a strategic advisor to the Company through August 31, 2025, after which time Mr. Cheng’s employment with the Company will terminate. |

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    RESIGNATION, RETIREMENT, OTHER TERMINATION, OR CHANGE IN CONTROL ARRANGEMENTS Certain current NEOs have been granted post-employment compensation benefits, including severance and change of control arrangements. In the event of employment termination:

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    | ● | Per his offer letter, Mr. Bramble is eligible to receive a severance payment of up to four months’ of base salary in the event Mr. Bramble’s employment is terminated by the Company without cause; and |

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    Additionally, any option awards granted to employees, including current NEOs, may be exercised: (i) for 90 days after his or her termination of employment, (ii) for 12 months after his or her death (if such death occurred during such person’s employment or if such death occurred during the 90 days after termination), and (iii) for 6 months after certain events of disability (if such death occurred during such person’s employment), but in each case only to the extent such option(s) would have been exercisable by such person on the date of termination, death or disability. Pursuant to the terms of the Company’s 2015 Equity Incentive Plan and 2024 Equity Incentive Plan, the Board may, but is not obligated to, accelerate, vest, cancel for fair value, or issue substitute awards for any option awards upon a change of control. There are no other arrangements for resignation, retirement, termination, or change in control arrangements (including, without limitation, severance, non-401(k)-retirement or pension benefits) with any current NEOs in their capacity as such. Clawback Policy As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), we maintain a claw back policy, which requires that certain incentive compensation paid to any current or former executive officer, including our NEOs, will be subject to recoupment if (x) the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements, without regard to any fault or misconduct, and (y) that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the fiscal year in which the restatement was required. Incentive compensation subject to the claw back policy consists of compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure (as defined in the rules implementing such requirement), including stock price and total shareholder return, on and after October 2, 2023. Anti-Hedging and Anti-Pledging Policies Certain transactions in our securities (such as short sales, hedging, and transactions in derivatives) create a heightened compliance risk or could create the appearance of misalignment with our stockholders. In addition, securities that are pledged as collateral or held in a margin account create a risk of being sold without consent if the owner fails to meet a margin call or defaults on the secured obligation, thus creating the risk that a sale may occur at a time when a person is aware of material, non-public information or otherwise is not permitted to trade in Company securities. Our insider trading policy prohibits all Company insiders, including our directors, from engaging in short sales, derivative securities transactions, including hedging, with respect to Company securities, and from pledging Company securities as collateral. Tax and Accounting Considerations DEDUCTIBILITY OF EXECUTIVE COMPENSATION Section 162(m) of the Internal Revenue Code (the “Code”) generally places a $1 million annual deduction limit on compensation paid to “covered employees,” which includes certain current and former named executive officers. Our Board and Compensation Committee may, in their discretion, recommend and authorize, as applicable, compensation payments that may or may not be deductible by the Company when we believe such payments are appropriate to attract, retain or motivate executive officers. We expect that a portion of the compensation paid to our named executive officers during 2024 will not be deductible under Section 162(m) of the Code. ACCOUNTING FOR STOCK-BASED COMPENSATION We follow FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and non-employee members of our Board, including options to purchase shares of our common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient may never realize any value from such awards. TAXATION OF “PARACHUTE” PAYMENTS AND DEFERRED COMPENSATION We do not provide our NEOs with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests in our Company, and certain other service providers, may be subject to an excise tax if they receive payments or benefits in connection with a change in control of our Company that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on an executive officer, director or other service provider to the Company in the event that he or she receives “deferred compensation” that does not meet certain requirements of Section 409A of the Code. Risks Relating to our Compensation Policies and Practices Our Board and Compensation Committee consider various factors in developing our compensation program, including any negative impacts on the Company resulting therefrom. In establishing and reviewing the Company’s compensation programs for risk, the Board and Compensation Committee consider features that mitigate against potential risks, such as fixed base salaries; clawbacks for our cash and equity incentives contingent on financial performance; and the quantity and mix of long-term performance-based and time-based equity incentives. In its annual review, the Board and Compensation Committee concluded that the Company’s compensation programs and policies continue to provide an effective and appropriate mix of incentives to help ensure performance is focused on long-term stockholder value creation, and do not encourage short-term risk taking at the expense of long-term results or create risks that are reasonably likely to have a material adverse effect on the Company. Report of the Compensation Committee of the Board The Compensation Committee of the Company has reviewed and discussed with management the “Compensation Discussion and Analysis” section included in this Proxy Statement, and based on such review and discussion, the Compensation Committee recommended to our board of directors that this “Compensation Discussion and Analysis” section be included in this Proxy Statement. Respectfully submitted, Dan Cahir, Chair Randall Miles Fred Reichheld Executive Compensation Tables The following table sets forth information regarding the compensation awarded to, earned by, or paid to each of the named executive officers in accordance with SEC rules. 2024 SUMMARY COMPENSATION TABLE

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    | | | | | Stock | Option | All Other | | | Name and Principal | | Salary | Bonus | Awards(1) | Awards(2) | Compensation | Total | | Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | | Glenn Sanford | 2024 | 1,516,444 | - | - | - | 200(3) | 1,516,643 | | Chief Executive Officer | 2023 | 1,506,251 | 81,040 | 2,779,500 | 3,424,288 | 137 | 7,791,216 | | and Chairman of the Board | 2022 | 1,505,769 | 205,248 | - | - | 502 | 1,711,519 | | James Bramble | 2024 | 434,916(4) | 212,102(4) | - | - | 14,578(5) | 661,595 | | Chief Legal Counsel, General Counsel and Corporate Secretary | 2023 | 406,000 | 203,000 | | 1,332,656 | 11,973 | 1,953,629 | | Kent Cheng | 2024 | 385,682(6) | 324,979(6)(7) | - | - | 13,036(8) | 723,697 | | Chief Accounting Officer and Principal Financial Officer | 2023 | 386,851 | 193,424(9) | | 888,437 | 10,403 | 1,479,115 | | Leo Pareja | 2024 | 689,423 | 312,500(10) | 325,009 | 1,309,795 | 14,230(11) | 2,650,957 | | Chief Strategy Officer, eXp Realty | 2023 | 451,923 | 225,000 | | 888,437 | 10,184 | 1,575,544 | | Shoeb Ansari | 2024(12) | 109,615 | - | - | - | 754,871(13) | 864,486 | | Chief Technology Officer | 2023 | 500,000 | 250,000 | - | 1,776,875 | 10,213 | 2,537,088 | | | 2022 | 384,615 | 193,750 | - | 4,600,196 | 14,189 | 5,192,750 |

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    | (1) In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock awards granted to NEOs during 2024, computed in accordance with FASB ASC 718, excluding the impact of forfeitures. The grant date fair value for RSUs is measured based on the closing price of the Company’s common stock on the date of grant. The assumptions used in the valuation of the stock awards are consistent with the valuation methodologies specified in Note 10 - Stockholders’ Equity to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Stock award vesting for the person listed is contingent on continued service. Please see 2024 NEO Award Compensation above for more details on the stock awards granted in 2024. |

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    | (2) In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock option awards granted to NEOs during the covered year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, excluding the impact of forfeitures. The grant date fair value for stock option awards is measured based on the closing price of the Company’s common stock on the date of grant. The assumptions used in the valuation of the stock options granted in 2024 are consistent with the valuation methodologies specified in Note 10 - Stockholders’ Equity to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Please see 2024 NEO Award Compensation above for more details on the option awards granted in 2024. |

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    | (3) Consists of $200 in life insurance premiums paid by the Company on behalf of Mr. Sanford. |

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    | (4) Reflects Mr. Bramble’s mid-year salary increase in July 2024. |

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    | (5) Consists of $336 in life insurance premiums paid by the Company, $1,040 in employer-paid health savings account contributions, and $13,202 in Company 401(k) contributions on behalf of Mr. Bramble. |

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    | (6) Reflects Mr. Cheng’s mid-year salary increase in July 2024. |

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    | (7) Consists of $194,979 in discretionary quarterly cash bonus (see "Compensation Discussion and Analysis - Annual and Other Cash Bonus Opportunities") and $130,000 in principal financial officer cash bonus (see "Compensation Discussion and Analysis - Annual and Other Cash Bonus Opportunities"). |

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    | (8) Consists of $357 in life insurance premiums paid by the Company and $12,679 in Company 401(k) contributions on behalf of Mr. Cheng. |

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    | (9) During 2024, the Board adopted the principal financial officer cash bonus payable to Mr. Cheng for all months during which he serves as principal financial officer, which began on December 1, 2023. Consequently, an additional $10,000 bonus was earned by Mr. Cheng during 2023 and not previously reported. |

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    | (10) Reflects Mr. Pareja’s salary increase in connection with his promotion to CEO of eXp Realty, LLC in April 2024. |

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    | (11) Consists of $357 in life insurance premiums paid by the Company and $13,873 in Company 401(k) contributions on behalf of Mr. Pareja. |

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    | (12) Mr. Ansari’s employment with the Company terminated on March 20, 2024. |

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    | (13) Consists of $189 in life insurance premiums paid by the Company, $220 in employer-paid health savings account contributions, $4,462 in Company 401(k) contributions on behalf of Mr. Ansari, and $750,000 in severance payments. Per his offer letter, |

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    | Mr. Ansari was eligible to receive a severance payment of up to four months’ of base salary in the event his employment was terminated by the Company without cause, subject to his entering into a standard release of claims in favor of the Company. Effective March 20, 2024, the Company terminated Mr. Ansari’s employment without cause, giving rise to the corresponding severance payment under his offer letter. However, the Board determined that it was in the Company’s best interests to enter into a broader separation and release agreement with Mr. Ansari that included a broader release of claims, as well as additional post-employment commitments, including non-solicitation, non-disclosure, and non-disparagement covenants in favor of the Company. Consequently, in exchange for the broader separation and release agreement, the Company provided Mr. Ansari with a severance package totaling one year’s base salary and target bonus. All unvested equity awards were forfeit immediately upon Mr. Ansari’s termination and all vested and unexercised equity awards terminated 90 days after Mr. Ansari’s termination. |

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    2024 GRANTS OF PLAN-BASED AWARDS TABLE The following table provides information with respect to grants of plan-based awards to the named executive officers for the year ended December 31, 2024:

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    | | | Estimated future payouts under equity incentive plan awards(1) | | | All Other | All Other | | | | | | | | | Stock | Option | Exercise | | | | | | | | Awards: | Awards: | Price or | Grant Date | | | | | | | Number of | Number of | Base Price | Fair Value of | | | | | | | Shares of | Securities | of Option | Stock and | | | | | | | Stock or | Underlying | Awards | Option | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Units | Options (#) | ($/Sh) | Awards ($)(2) | | Leo Pareja | May 6, 2024 | - | - | - | - | 191,459 | 11.97 | 1,309,795 | | | May 6, 2024 | - | - | - | 27,152 | - | 11.97 | 325,009 |

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    | (1) Please see 2024 NEO Award Compensation above for more details on the stock awards and option awards granted in 2024. Mr. Pareja’s equity awards were made under the 2015 Equity Incentive Plan. |

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    | (2) In accordance with SEC rules, the amounts shown for option awards reflect the aggregate grant date fair value of stock option awards granted to NEOs during 2024, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, excluding the impact of estimated forfeitures. The grant date fair value for stock option awards is measured based on the closing price of the Company’s common stock on the date of grant. The amounts shown for restricted stock awards reflect the aggregate grant date fair value of restricted stock awards granted to our NEOs in fiscal 2024, as computed in accordance with FASB 718, excluding the impact of estimated forfeitures. The assumptions used in the valuation of the restricted stock and stock options are consistent with the valuation methodologies specified in Note 10 – Stockholders’ Equity to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

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    OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024 The following table provides information regarding the equity awards outstanding as of December 31, 2024 held by each of our named executive officers:

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    | | Option Awards | | | | | Stock Awards | | | | | | Equity Incentive | | | | | | | | | Plan Awards: | | | | Market | | | Number of | Number of | Number of | | | Number of | Value of | | | Securities | Securities | Securities | | | Shares or | Shares or | | | Underlying | Underlying | Underlying | | | Units of | Units of | | | Unexercised | Unexercised | Unexercised | Option | Option | Stock that | Stock that | | | Options (#) | Options (#) | Unearned | Exercise | Expiration | have not | have not | | Name | Exercisable | Unexercisable | Options (#) | Price ($) | Date | Vested (#) | Vested ($) | | Glenn Sanford | 959,744(1) | - | - | 9.94 | 7/31/2030 | - | - | | | 40,256(1) | - | - | 10.93 | 7/31/2025 | - | - | | | 750,000(1) | | - | 9.94 | 7/31/2030 | - | - | | | 63,676(2) | 85,476(2) | - | 16.35 | 9/28/2033 | - | - | | | 6,116(2) | 12,232(2) | - | 17.99 | 9/28/2028 | - | - | | | | - | 111,667(3) | 16.35 | 9/28/2033 | - | - | | James Bramble | 38,000(4) | - | - | 5.32 | 3/17/2029 | - | - | | | 20,000(5) | - | - | 29.50 | 10/9/2030 | - | - | | | 56,250(6) | 93,750(6) | - | 14.46 | 5/19/2033 | - | - | | Kent Cheng | 37,500(6) | 62,500(6) | - | 14.46 | 5/19/2033 | - | - | | Leo Pareja | 62,500(7) | 37,500(7) | - | 13.85 | 5/23/2032 | - | - | | | 37,500(6) | 62,500(6) | | 14.46 | 5/19/2033 | - | - | | | 23,932(8) | 167,527(8) | - | 11.97 | 5/6/2034 | - | - | | | - | - | - | - | - | 13,576(9) | 156,260 | | Shoeb Ansari | -(10) | - | - | - | - | - | - |

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    *Market value is calculated based on the closing price of our common stock on The Nasdaq Global Select Market on December 31, 2024 (the last trading day of our fiscal year), which was $11.51.

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    | (1) Option award was granted July 31, 2020 and is fully vested. |

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    | (2) Option award was granted on September 28, 2023 and vests in equal quarterly installments over one year following the grant date. |

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    | (3) Option award was granted September 28, 2023. This award covered 167,500 shares, vesting in three equal installments on each one-year anniversary of the grant date over three years, subject to continued service provided that, as of each vesting date, the prior years’ weighted stock price appreciation of the Company exceeds the average weighted stock price appreciation of the following peer companies: RE/MAX Holdings, Inc. (RMAX), Compass, Inc. (COMP), Redfin Corp. (RDFN), and Anywhere Real Estate Inc. (HOUS) . See “Compensation Discussion and Analysis – Long-Term Incentive Compensation (Equity Awards) – Glenn Sanford Award Compensation” for additional details. |

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    | (4) Option award was granted March 18, 2019 and is fully vested. |

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    | (5) Option award was granted October 9, 2020 and is fully vested. |

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    | (6) Option award was granted May 19, 2023 and vests in equal quarterly installments over four years following the grant date. |

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    | (7) Option award was granted May 23, 2022 and vests in equal quarterly installments over four years following the grant date. |

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    | (8) Option award was granted May 6, 2024 and vests in equal quarterly installments over four years following the grant date. |

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    | (9) Stock award was granted on May 6, 2024 and vests in equal quarterly installments over one year following the grant date. |

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    | (10) Mr. Ansari’s employment terminated on March 20, 2024 and all unvested equity terminated immediately, with all vested and unexercised equity terminating on June 20, 2024, unless earlier exercised. |

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    2024 OPTION EXERCISES AND STOCK VESTED The following table provides information with respect to the Company stock options exercised by and Company RSU awards vested to the named executive officers for the year ended December 31, 2024:

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    | | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized on | Number of Shares | Value Realized | | | Acquired on Exercise | Exercise(1) | Acquired on Vesting | on Vesting(2) | | Name | (#) | ($) | (#) | ($) | | Glenn Sanford | - | - | 127,500 | 2,199,588 | | James Bramble | 25,000 | 218,352 | - | - | | Kent Cheng | 18,750 | 181,442 | - | - | | Leo Pareja | - | - | 13,576 | 180,357 | | Shoeb Ansari | - | - | - | - |

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    | (1) The value realized on exercise is pre-tax and represents the difference between the market price of the shares of the Company’s common stock underlying the options when exercised and the applicable exercise price. |

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    | (2) The value realized on vesting is pre-tax and represents the market price of the shares of the Company’s common stock underlying the vested stock awards. |

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    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL FOR CURRENT NEOS Pursuant to the terms of his offer letter with the Company, Mr. Bramble is eligible to receive a payment of up to four months of base salary, less applicable withholding, in the event Mr. Bramble is terminated by the Company without cause, which term is undefined. Mr. Bramble’s receipt of severance is subject to his execution of a general release in the form prescribed by the Company. Such severance payment would be equal to $161,000, less applicable withholding (as of December 31, 2024). Consistent with past practice, such severance would be paid lump-sum, contingent on the effectiveness of such release of claims in favor of the Company. Under our 2015 Equity Incentive Plan, as amended, and our 2024 Equity Incentive Plan, if we experience a change in control transaction, the Board may, but is not obligated to: accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an award; cancel awards for fair value (as determined by the Board); provide for the assumption of awards or the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected award previously granted thereunder as determined by the Board; or provide advance notice of such change in control transaction to holders of options, after which any options not exercised prior to such change in control may be cancelled. Our 2015 Equity Incentive Plan defines a “change in control” as “(i) the dissolution or liquidation of the Company, (ii) a reorganization, merger or consolidation as a result of which the Company is not the surviving entity or as a result of which the outstanding shares of Stock are changed into or exchanged for cash, property or securities not of the Company’s issue, except for a merger or consolidation with a wholly-owned subsidiary of the Company or a transaction effected primarily to change the state of the Company’s incorporation, or (iii) a sale or other transfer in one or a series of transactions of all or substantially all of the assets of the Company, or of more than eighty percent (80%) of the voting stock of the Company then outstanding, to any person or entity or to persons or entities which are affiliated or acting in concert with respect to such sale or transfer.” Our 2024 Equity Incentive Plan defines a “change in control” similarly, except that in clause (iii) of the definition, 50% is used instead of 80%. CEO Pay Ratio For 2024, we used the same median employee that was identified in 2023 since there has been no change in our employee population or employee compensation that we reasonably believe would result in a significant change in the pay ratio disclosure. We determined our median compensated employee in 2023 by using base salary, bonuses, and grant date fair value of equity awards vested to employees in 2023 as our consistently applied compensation measure. We applied this measure to our global employee population as of December 31, 2023, the last day of our 2023 fiscal year, and annualized base salaries for permanent full-time and part-time employees who did not work the full year. We excluded our employee population in France (6 employees), Germany (2 employees), India (71 employees), Portugal (9 employees), the United Kingdom (17 employees), and Mexico (15 employees) as of December 31, 2023 based on SEC rules that allow foreign employees to be excluded in a country if those employees account for 5% or less of the total employees (“de-minimis exclusion”). We calculated the median compensated employee’s 2024 annual total compensation using the same methodology that is used to calculate our CEO’s annual total compensation in the table entitled “2024 Summary Compensation Table.” The 2024 annual total compensation of our CEO was $1,517,378, the 2024 annual total compensation of our median compensated employee was $64,030, and the ratio of these amounts is 24 to 1. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u), and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above. Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing certain information, including information about the relationship between executive compensation actually paid to certain individuals by the Company and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement. Any differences in total values are due to rounding.

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    | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based On: | | | | | | | | Average | | | | | | | | | | Summary | Average | | | | | | | Summary | | Compensation | Compensation | | Peer Group | | Weighted | | | Compensation | Compensation | Table Total for | Actually Paid | Total | Total | | Annual Total | | | Table Total for | Actually Paid | Non-PEO | to Non-PEO | Stockholder | Stockholder | Net Income | Stockholder | | Fiscal Year | PEO(1) | to PEO(2) | NEOs(3) | NEOs(4) | Return(5) | Return(6) | (millions)(7) | Return (8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $1,516,643 | $8,503,216 | $1,225,184 | $386,636 | $211 | $244 | $(21.3) | 10% | | 2023 | $7,791,216 | $15,260,065 | $2,162,999 | $1,986,753 | $280 | $220 | $(9.0) | 71% | | 2022 | $1,711,519 | $(11,472,649) | $2,056,390 | $(913,162) | $198 | $137 | $15.4 | (18)% | | 2021 | $1,927,198 | $13,835,135 | $1,249,992 | $2,443,631 | $596 | $192 | $81.2 | 9% | | 2020 | $15,959,261 | $53,556,375 | $1,701,933 | $7,078,010 | $557 | $146 | $31.0 | 228% |

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    | (1) This column represents the amount of total compensation reported for Mr. Sanford (our Chairman and Chief Executive Officer of the Company) for each corresponding fiscal year in the “Total” column of the 2024 Summary Compensation Table (“total compensation”). Please refer to the 2024 Summary Compensation Table in the Company’s Proxy Statement for the applicable year. |

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    | (2) This column represents the amount of “compensation actually paid” to Mr. Sanford, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Sanford during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Sanford’s total compensation for fiscal year 2024 to determine the “compensation actually paid” in fiscal year 2024: |

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    | (4) This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Sanford), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Sanford) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Sanford) for fiscal year 2024 to determine the compensation actually paid in fiscal year 2024, using the same adjustment methodology described above in Note 2(c): |