DEF 14A of Compass, Inc., Apr 18, 2024

DEF 14A of Compass, Inc.

Filed Apr 18, 2024 · FY20230001563190-24-000072

Open on EDGAR

  1. Biographies for Class III Director Nominees For a Three-Year Term to Expire in 2027

    Biographies for Class III Director Nominees For a Three-Year Term to Expire in 2027

  2. Biographies for Class III Director Nominees For a Three-Year Term to Expire in 2027

    | | Josh McCarter Chief Executive Officer & Director, ShipMonk, Inc. | | | Experience, Skills and Qualifications: •Entrepreneur, visionary, leader •Experience building and leading technology companies Background: •ShipMonk, Inc., a tech enabled third party logistics company, Director and Chief Executive Officer (since July 2023) •Mindbody, Inc., a provider of business management software to the wellness services industry, Director (2020-2023), Chief Executive Officer (2020-2022), President (2019-2020) and Chief Strategy Officer (2018-2020) •Booker Software, Inc., a software company, Chief Executive Officer (2010-2018) •Arbitech, LLC, a software company, President (2003-2010) •SpaFinder, Inc., an online wellness company, Chief Operating Officer (2000-2002) •Autobytel (n/k/a Autoweb), an automotive media and marketing services company, VP of Business and International Development (1996-2000) •Young Presidents’ Organization - Board member •Juvenile Diabetes Research Foundation - Board member •B.A. in Political Science and Business from University of California, Los Angeles •M.B.A. from University of Southern California Other Public Company Boards: None | | Age: 51 Director since: April 2022 Current term expires: 2024 Board Committees: Nominating & Corporate Governance | |

  3. Biographies for Class III Director Nominees For a Three-Year Term to Expire in 2027

    | | Steven Sordello Former Chief Financial Officer, LinkedIn Corporation | | | Experience, Skills and Qualifications: •Extensive background in strategy, operational and financial management and M&A •Corporate leadership as an executive at several technology companies Background: •LinkedIn, a business and employment-focused social media platform, Senior Vice President and CFO Emeritus (2021-2022) and Chief Financial Officer (2007-2021) •TiVo, a digital video recorder services company, Chief Financial Officer (2006-2007) •AskJeeves, Inc., a question answering e-business, Chief Financial Officer (1999-2005) •Adobe Systems and Syntex Corporation, senior roles •Finance Committee at Santa Clara University, member of Board of Trustees, Chair of the Finance Committee •B.S. in Management and an M.B.A. from Santa Clara University Other Public Company Boards: •Atlassian Corporation (since 2015) Former Public Company Boards: •Cloudera, Inc. (2014-2019) | | Age: 54 Director since: November 2020 Current term expires: 2024 Board Committees: Audit Nominating & Corporate Governance | |

  4. Biographies for Class III Director Nominees For a Three-Year Term to Expire in 2027

    | The Board of Directors recommends you vote “FOR” each of the director nominees. |

  5. Biographies for Class III Director Nominees For a Three-Year Term to Expire in 2027

    | Compass, Inc. | 3 |

  6. Biographies for Continuing Directors

    Biographies for Continuing Directors

  7. Biographies for Continuing Directors

    | | Allan Leinwand Chief Technology Officer, Webflow, Inc. | | | Experience, Skills and Qualifications: •Deep engineering and technical experience, including expertise in cloud computing, data security and internet architectures Background: •Webflow, Inc., a software-as-a-service provider for website building and hosting, Chief Technology Officer (since March 2023) •Shopify Inc., a multinational e-commerce company, Chief Technology Officer (2021- 2023) •Slack Technologies, Inc., a software company, SVP of Engineering (2018-2021) •ServiceNow, Inc., a software company, Chief Technology Officer (2012-2018) •Zynga Inc., a developer of social video game services, Chief Technology Officer of Infrastructure •Panorama Capital, a venture capital firm, Venture Partner •JPMorgan Partners, a private equity division of JPMorgan Chase & Co., Operating Partner •Vyatta, Inc., a software provider, Founding Chief Executive Officer •B.S. in Computer Science from University of Colorado at Boulder Other Public Company Boards: None Former Public Company Boards: •Anaplan, Inc. (2020-2022) •Marin Software, Inc. (2013-2018) | | Age: 57 Director since: May 2022 Current term expires: 2026 Board Committees: Compensation | |

  8. Biographies for Continuing Directors

    | | Frank Martell President, Chief Executive Officer & Director, loanDepot, Inc. | | | Experience, Skills and Qualifications: •Over 30 years of executive leadership experience in the marketing, financial services and business information industries •In-depth experience leading real estate analytics and mortgage companies Background: •loanDepot, Inc., a mortgage loan originator and servicer, President, Chief Executive Officer & Director (since April 2022) •CoreLogic, Inc., a global property information, analytics and data-enabled solutions provider, President & Chief Executive Officer (2017-2022), Chief Operating Officer (2014-2017), Chief Financial Officer (2011-2016) •Bank of the West - Board member and Audit Committee Chair (2015-2023) •US Mortgage Bankers Association - Board member (2017-2020) •HousingWire Vanguard Award for leadership in the housing industry (2016 & 2023) •Inman Impact Award for leadership and impact in the housing industry (2023 & 2024) •B.S. in Accounting from Villanova University Other Public Company Boards: •loanDepot, Inc. (since 2022) Former Public Company Boards: •CoreLogic, Inc. (2017-2022) | | Age: 64 Director since: November 2021 Current term expires: 2025 Board Committees: Audit (Chair) Compensation | |

  9. Biographies for Continuing Directors

    | 4 | 2024 PROXY STATEMENT |

  10. Biographies for Continuing Directors

    | | Charles Phillips Co-founder & Managing Partner, Recognize Lead Independent Director, Compass, Inc. | | | Experience, Skills and Qualifications: •Extensive executive leadership experience in the technology industry •Deep financial and analytical expertise and corporate governance experience Background: •Recognize, a technology-focused private equity firm, Co-founder & Managing Partner (since 2020) •Infor, a provider of cloud software products, Chairman & Chief Executive Officer (2010-2020) •Oracle Corporation, a multinational computer technology company, President & Board member (2003-2010) •Morgan Stanley, a multinational investment management and financial services company, Managing Director (1994-2003) •Apollo Theater - Chairman of the Board •New York Police Foundation - Board member •Council of Foreign Relations - Board member •Bloomberg L.P. - Board member •Federal Reserve Bank of New York - Board member (2017-2020) •President Obama’s Economic Recovery Board •Marine Corps, Captain (1981-1986) •B.S. in Computer Science from U.S. Air Force Academy •M.B.A. from Hampton University •J.D. from New York Law School Other Public Company Boards: •American Express Company (since 2020) •Paramount Global (since 2006 including service on the Viacom Board) Former Public Company Boards: •Oscar Health, Inc. (2021-2022) | | Age: 64 Director since: August 2020 Current term expires: 2026 Board Committees: Audit Nominating & Corporate Governance | |

  11. Biographies for Continuing Directors

    | | Robert Reffkin Founder, Chief Executive Officer & Chairman of the Board of Directors, Compass, Inc. | | | Experience, Skills and Qualifications: •Deep experience in the real estate industry Background: •Compass, Inc., Founder, Chief Executive Officer & Director (since October 2012) and Chairman of the Board of Directors (since February 2021); Interim Principal Financial Officer (September 2022-November 2022) •Goldman Sachs Group, Inc., a multinational investment bank and financial services company, various roles of increasing responsibility, most recently as Chief of Staff to the President and Chief Operating Officer and as a Vice President in the Principal Investment Area (2006-2012) •The White House, Fellow - Department of Treasury (2005-2006) •Lazard Ltd - Investment Banker (2003-2005) •McKinsey & Co. - Business Analyst (1999-2001) •Founded America Needs You, a non-profit organization that provides mentorship and career development services to first-generation college students •B.A. and M.B.A. from Columbia University Other Public Company Boards: None | | Age: 44 Director since: October 2012 Current term expires: 2025 Board Committees: None | |

  12. Biographies for Continuing Directors

    | Compass, Inc. | 5 |

  13. Biographies for Continuing Directors

    | | Pamela Thomas-Graham Founder & Chief Executive Officer, Dandelion Chandelier LLC | | | Experience, Skills and Qualifications: •Leadership experience as a chief executive officer and executive leader of several public and private companies •Significant expertise in strategic, operational and corporate governance matters on both public and private boards Background: •Dandelion Chandelier LLC, a private digital media enterprise focused on the world of luxury, Founder and Chief Executive Officer (since August 2016) •Credit Suisse Group AG, a multinational investment bank and financial services company, held several senior positions, including service on the firm's Executive Board (2010-2016) •B.A. in Economics from Harvard University •M.B.A. from Harvard Business School •J.D. from Harvard Law School Other Public Company Boards: •Bank of N.T. Butterfield & Son Limited (since 2017) •Bumble, Inc. (since 2020) •Peloton Interactive, Inc. (since 2018) •Rivian Automotive, Inc. (since 2021) Former Public Company Boards: •Anthemis Digital Acquisitions I Corp. (2021-2023) •Norwegian Cruise Line Holdings, Ltd. (2018-2021) •The Clorox Company (2005-2021) | | Age: 60 Director since: February 2020 Current term expires: 2026 Board Committees: Compensation (Chair) | |

  14. Biographies for Continuing Directors

    | | Dawanna Williams Founder & Managing Principal, Dabar Development Partners | | | Experience, Skills and Qualifications: •Extensive expertise in the real estate industry as a developer and seasoned corporate attorney •Leadership expertise in strategic acquisitions and asset management systems Background: •Dabar Development Partners, a real estate development and investment firm focused on the conversion, renovation and new constructions of real estate properties primarily in New York City, Founder and Managing Principal (since September 2003) •Victory Education Partners, an education service provider, General Counsel (2010-2013) •Paul Hastings, LLP and Sidley Austin LLP, law firms, various roles (1996-2003) •Apollo Theater - Board member •A.B. in Economics and Government from Smith College •M.P.A. from Harvard Kennedy School •J.D. from University of Maryland Francis King Carey School of Law Other Public Company Boards: •ACRES Commercial Realty Corp. (since 2021) •Focus Impact Acquisition Corp. (since 2021) | | Age: 55 Director since: July 2022 Current term expires: 2025 Board Committees: Audit | |

  15. Biographies for Continuing Directors

    The Board and the Nominating and Corporate Governance Committee believe that the combination of our directors' qualifications, skills and experience contribute to an effective Board and that, individually and collectively, the directors have the necessary qualifications to provide effective oversight of the business and quality advice and counsel to management.

  16. Biographies for Continuing Directors

    | 6 | 2024 PROXY STATEMENT |

  17. Biographies for Continuing Directors

    Our Corporate Governance and Board of Directors

  18. Corporate Governance Highlights

    Corporate Governance Highlights Corporate governance at Compass is designed to promote the long-term interests of our stockholders, strengthen Board and management accountability, oversee risk assessment and management strategies, foster responsible decision-making, engender public trust and demonstrate Compass' commitment to transparency, accountability, independence and diversity. •All directors are independent, except our CEO •Lead independent director elected by independent directors, with significant responsibilities •Diverse Board in which 4 directors are from a diverse racial or ethnic group, including 2 diverse females •Diverse characteristics considered in assessing Board composition include race, ethnicity, gender and sexual orientation •Annual performance self-evaluation by the full Board and each committee to assess the overall performance and effectiveness of the Board and each committee and to identify opportunities to improve •Regular executive sessions of independent directors •Regular review of Board and executive succession planning •Lead independent director empowered to call special Board meetings at any time for any reason •Annual review of the Corporate Governance Guidelines and periodic refreshment to ensure alignment with best practices •Robust engagement with the Board and business leaders to review short-term plans, long-term strategies, and associated risks •67% of current executive officers are racially or ethnically diverse •Prohibition on hedging transactions by employees, including executive officers, and directors •Pledging transactions subject to approval from our general counsel •Clawbacks of incentive compensation in the event of a significant financial restatement •Employee and Director Code of Ethics applies to all directors, officers and employees, with annual re-certification requirements •Vendors expected to comply with published Vendor Code of Ethics

  19. Board of Directors Composition

    Board of Directors Composition The Company’s stockholders elect the Board of Directors, which is the Company’s ultimate decision-making body (except as to matters reserved to, or shared with, the Company’s stockholders). It is the principal duty of the Board of Directors to exercise its powers in accordance with its fiduciary duties to the Company and in a manner that it reasonably believes to be in the best interests of the Company and its stockholders. In doing so, the Board of Directors oversees our business affairs and works with our senior management to determine our strategy and mission. In fulfilling its responsibilities, the Board of Directors is involved in strategic and operational planning, financial reporting, governance, compliance, risk management and setting a tone of business integrity.

  20. Board of Directors Composition

    | Compass, Inc. | 7 |

  21. Our Board of Directors

    Our Board of Directors

  22. Our Board of Directors

    | Name and Principal Occupation | Independent | Age | Director Since | Current Term Expires | Other Public Company Boards | Compass Committee Memberships | | | | | | | | | | Audit | Compensation | Nominating and Corporate Governance | | Jeffrey Housenbold Founding and Managing Partner, Honor Ventures SPV, LLC | ✓ | 54 | 2020 | 2024 | None | | M | | | Allan Leinwand Chief Technology Officer, Webflow, Inc. | ✓ | 57 | 2022 | 2026 | None | | M | | | Frank Martell President and Chief Executive Officer, loanDepot, Inc. | ✓ | 64 | 2021 | 2025 | loanDepot, Inc. | C | M | | | Josh McCarter Chief Executive Officer, ShipMonk, Inc. | ✓ | 51 | 2022 | 2024 | None | | | M | | Charles Phillips Co-Founder and Managing Partner, Recognize and Lead Independent Director, Compass, Inc. | ✓ | 64 | 2020 | 2026 | American Express Company and Paramount Global | M | | C | | Robert Reffkin Founder, Chairman and Chief Executive Officer, Compass, Inc. | X | 44 | 2012 | 2025 | None | | | | | Steven Sordello Former Chief Financial Officer, LinkedIn | ✓ | 54 | 2020 | 2024 | Atlassian Corp Plc | M | | M | | Pamela Thomas-Graham Founder and Chief Executive Officer, Dandelion Chandelier, LLC | ✓ | 60 | 2020 | 2026 | Bank of Butterfield & Son, Bumble, Peloton Interactive and Rivian Automotive | | C | | | Dawanna Williams Founder and Managing Principal, Dabar Development Partners | ✓ | 55 | 2022 | 2025 | ACRES Commercial Realty Corp. and Focus Impact Acquisition Corp. | M | | |

  23. Our Board of Directors

    C = Chair | M = Member

  24. Our Board of Directors

    | INDEPENDENCE | AGE | DIVERSITY | | | | |

  25. Our Board of Directors

    | 8 | 2024 PROXY STATEMENT |

  26. Evaluating Director Nominees

    Evaluating Director Nominees The Board of Directors is responsible for nominating persons for election to the Board of Directors and for filling vacancies on the Board that may occur between annual meetings of stockholders, upon the recommendation of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee has primary responsibility for setting the qualifications, expertise and characteristics of members of the Board of Directors and identifies qualified candidates consistent with that criteria. The Nominating and Corporate Governance Committee also periodically reviews the Board’s size, structure and composition. As part of this process, the Nominating and Corporate Governance Committee will consider the size and breadth of our business and the need for Board diversity and will recommend candidates with the goal of developing an experienced, diverse and highly qualified Board. Our Nominating and Corporate Governance Committee selects director nominees based on criteria such as independence, integrity, diversity (including with respect to race, ethnicity, gender and sexuality), geography, financial, skills and other expertise, breadth of experience, knowledge about our business and industry, willingness and ability to devote adequate time and effort to the Board, ability to contribute to the Board’s overall effectiveness and the needs of the Board and its committees. When helpful, the Nominating and Corporate Governance Committee may retain outside consultants to assist in identifying director candidates and also will consider advice and recommendations from stockholders, management and others. Any stockholder wishing to recommend a candidate for director should submit the recommendation in writing to Compass, Inc., Nominating and Corporate Governance Committee, 110 5th Avenue, 4th Floor, New York, New York, 10011, Attention: Corporate Secretary. The written submission should comply with all requirements set forth in the Company’s Certificate of Incorporation and Bylaws. The Nominating and Corporate Governance Committee will consider all candidates recommended by stockholders who comply with the foregoing procedures and satisfy the minimum qualifications for director nominees and Board member attributes.

  27. Director Compensation

    Director Compensation The Compensation Committee is responsible for reviewing and making recommendations to the Board of Directors regarding compensation paid to non-employee directors for their Board and committee service. The Compensation Committee reviews the non-employee director compensation policy annually to ensure its competitiveness in relation to the general market and the Company’s peer group. Cash Compensation. Under our non-employee director compensation policy, non-employee directors are entitled to receive the following cash compensation for 12 months of their services on the Board of Directors and principal committees, measured from the annual meeting of stockholders:

  28. Director Compensation

    | Board Member Fee | $50,000 | | Lead Independent Director Service Fee | $50,000 | | Chairperson of the Audit Committee Fee | $20,000 | | Audit Committee Member Fee | $10,000 | | Chairperson of the Compensation Committee Fee | $15,000 | | Compensation Committee Member Fee | $7,500 | | Chairperson of the Nominating and Corporate Governance Committee Fee | $10,000 | | Nominating and Corporate Governance Committee Member Fee | $5,000 |

  29. Director Compensation

    Each of the above fees are payable in cash unless the non-employee director elects in advance to receive all of the above applicable fees in the form of restricted stock units (“RSUs”) granted under the Company’s 2021 Equity Incentive Plan (the "2021 EIP"). Equity Compensation. Under our non-employee director compensation policy, in addition to the above-described cash compensation, non-employee directors are also entitled to receive an annual RSU award in the amount of $225,000 (the “Annual Award”), following the Annual Meeting. The Annual Award will fully vest on the earlier of (i) the date of the next annual meeting of the Company’s stockholders and (ii) the date that is one year following the Annual Award grant date, in each case, so long as the non-employee director continues to provide services to the Company through the applicable vesting date.

  30. Director Compensation

    | Compass, Inc. | 15 |

  31. 2023 Director Compensation Table

    2023 Director Compensation Table The table below provides information regarding the total compensation of the non-employee directors who served on our Board of Directors during 2023. Mr. Reffkin was our only employee director in 2023 and received no compensation for his service as a director. Other than as set forth in the table below, during 2023, we did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to the non-employee directors.

  32. 2023 Director Compensation Table

    | | Fees Earned or | Stock | | | | Paid in Cash | Awards | Total | | Name | ($)(1) | ($)(2) | ($) | | Jeffrey Housenbold | 57,500 | 217,360 | 274,860 | | Allan Leinwand | 57,500 | 217,360 | 274,860 | | Frank Martell | 77,500 | 217,360 | 294,860 | | Josh McCarter | 55,000 | 217,360 | 272,360 | | Charles Phillips | 120,000 | 217,360 | 337,360 | | Steven Sordello | 65,000 | 217,360 | 282,360 | | Pamela Thomas-Graham | 65,000 | 217,360 | 282,360 | | Dawanna Williams | 60,000 | 217,360 | 277,360 | | (1) The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each non-employee director in 2023. Includes amounts that directors elected to receive as RSUs in lieu of cash as follows: Mr. Housenbold — 15,540 RSUs granted in lieu of $57,500, Mr. McCarter — 14,864 RSUs granted in lieu of $55,000, Mr. Phillips — 32,432 RSUs granted in lieu of $120,000, and Mr. Sordello — 17,567 RSUs granted in lieu of $65,000. (2) Each non-employee director was granted an annual equity award of 58,746 RSUs. Important Note: The amounts in this column do not reflect the actual economic value realized by each non-employee director. In accordance with SEC rules, the amounts reported in this column represent the value of shares underlying stock awards, calculated in accordance with ASC 718. For additional information, see Notes 2 and 13 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 28, 2024 (the “Annual Report”). The assumptions used in calculating the value of the stock and option awards are set forth in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates and Policies—Stock-Based Compensation” in the Annual Report. | | | |

  33. 2023 Director Compensation Table

    The aggregate number of unvested stock awards and the aggregate number of unexercised option awards outstanding as of December 31, 2023 for our non-employee directors are:

  34. 2023 Director Compensation Table

    | Name | Unvested Stock Awards | Unexercised Option Awards | | Jeffrey Housenbold | 66,516 | – | | Allan Leinwand | 58,746 | – | | Frank Martell | 58,746 | – | | Josh McCarter | 66,178 | – | | Charles Phillips | 74,962 | 194,460 | | Steven Sordello | 67,530 | 194,460 | | Pamela Thomas-Graham | 58,746 | 194,460 | | Dawanna Williams | 58,746 | – |

  35. 2023 Director Compensation Table

    | 16 | 2024 PROXY STATEMENT |

  36. 2023 Director Compensation Table

    Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock with the SEC. Based on the information available to us for the fiscal year ended December 31, 2023, we believe that all applicable Section 16(a) reports were timely filed, except for (i) one Form 4 for each of Robert Reffkin, Kalani Reelitz and Scott Wahlers reporting vesting and settlement of their restricted stock unit awards, and with respect to Mr. Reffkin's Form 4, the exchange of the resulting shares of Class A common stock into an equivalent number of shares of Class C common stock, each of which were filed on the day subsequent to the filing deadline but before the market opened and trading resumed and (ii) a Form 4 for Mr. Reffkin reporting forfeiture of two previously granted performance-based RSU awards, which was filed two days late but after the Company filed a timely Form 8-K related to Mr. Reffkin's compensation changes, including the forfeiture of the previously granted performance-based RSU awards. Related Party Transactions Our Board of Directors adopted a written policy governing the review and approval of related party transactions. The policy, which is administered by our Nominating and Corporate Governance Committee, applies to any transaction or series of transactions in which (1) the Company or any of its consolidated subsidiaries is a participant and (2) a related party under the policy has a direct or indirect material interest. The policy defines a "Related Party" to include directors, director nominees, executive officers, significant stockholders or an immediate family member of any of these persons. Our Nominating and Corporate Governance Committee has the primary responsibility for reviewing and approving or disapproving related party transactions under our policy. In a situation in which a member of the Nominating and Governance Committee is a related party in the transaction, then the Audit Committee will review the transaction. Under our policy, any transaction we undertake with a Related Party, irrespective of the amounts involved, must be submitted to the General Counsel for his determination of the approval under the policy. The General Counsel will refer to the Nominating and Corporate Governance Committee any Related Party transaction and any other transaction that he otherwise determines should be considered for evaluation by the Nominating and Corporate Governance Committee consistent with the purpose of the policy. The Nominating and Corporate Governance Committee will be provided with all relevant information, including the Related Party's interest in the transaction and the rationale and terms of the transaction. The Nominating and Corporate Governance Committee may impose such conditions as it deems appropriate on the Company or on the Related Party in connection with approving the proposed transaction. Once the decision is made, the decision, including any conditions imposed on the transaction, will be conveyed to our General Counsel, who then will convey the decision to the appropriate people within the Company. Additionally, the Nominating and Corporate Governance Committee is required to review annually any previously approved or ratified transactions with Related Parties that remain ongoing and that have a remaining term of more than six months. A transaction with a Related Party entered into without pre-approval of the Nominating and Corporate Governance Committee will not be deemed to violate the policy or be invalid or unenforceable, provided that the transaction is brought to the Nominating and Corporate Governance Committee as promptly as reasonably practicable after it is entered into or after it becomes reasonably apparent that the transaction is covered by the policy. There were no transactions required to be reported in this proxy statement since the beginning of fiscal year 2023 where our written related party transaction policy did not require review, approval or ratification or where this policy was not followed.

  37. 2023 Director Compensation Table

    | Compass, Inc. | 17 |

  38. 2023 Director Compensation Table

    Corporate Responsibility Highlights

  39. Tax and Accounting Considerations

    Sections 280G and 4999 of the Code provide that executive officers who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the 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. None of our executive officers, including our NEOs, are entitled to “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999.

  40. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation of our NEOs for 2023, 2022, and 2021:

  41. Summary Compensation Table

    | | | | | | | All Other | | | Name and | | Salary | Bonus | Stock Awards | Option Awards | Compensation | Total | | Principal Position | Year | ($) | ($) (1) | ($) (2) | ($) (2) | ($) | ($) | | Robert Reffkin(3) | 2023 | 500,000 | 7,100,000(4) | - | - | 78,320(5) | 7,678,320 | | Chief Executive Officer | 2022 | 400,000 | - | - | - | 11,156(6) | 411,156(7) | | | 2021 | 400,000 | 130,000 | 89,151,583(8) | - | 233,793(9) | 89,915,376(10) | | Kalani Reelitz(11) | 2023 | 450,000 | 100,000(12) | 386,950 | - | - | 936,950 | | Chief Financial Officer | 2022 | 58,846 | 50,000 | 3,528,000 | - | - | 3,636,846 | | Bradley Serwin | 2023 | 450,000 | 75,000(12) | 1,087,573 | - | - | 1,612,573 | | General Counsel & Corporate Secretary | | | | | | | | | Greg Hart(13) | 2023 | 424,038 | - | 4,031,293 | 1,156,106(14) | 746,445(15) | 6,357,882 | | Former Chief Operating Officer | 2022 | 442,308 | 1,625,000 | 2,300,130 | - | - | 4,367,438 | | | 2021 | 400,000 | 3,100,000 | - | - | - | 3,500,000 |

  42. Summary Compensation Table

    (1) This column represents incentive cash compensation paid on a discretionary basis. (2) Important Note: The amounts in this column do not reflect the actual economic value realized by each NEO. In accordance with SEC rules, the amounts reported in this column represent the value of shares underlying stock or option awards, as applicable, calculated in accordance with ASC 718. For additional information, see Notes 2 and 13 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 28, 2024 (the “Annual Report”). The assumptions used in calculating the value of the stock and option awards are set forth in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates and Policies—Stock-Based Compensation” in the Annual Report. See "Grants of Plan-Based Awards in 2023" for additional information related to the stock awards granted in 2023. (3) Mr. Reffkin also served as interim Principal Financial Officer from September 3, 2022 until November 14, 2022. (4) This amount represents (i) a one-time cash award in the amount of $7,000,000 that Mr. Reffkin received in recognition of his leadership as the Company's CEO and his business contributions in 2023 as part of his new compensation structure (see "— Components of 2023 NEO Compensation — New CEO Compensation Structure" for additional information, including information about the Company's clawback rights) and (ii) the annual Cash Performance Bonus payout for individual performance in the amount of $100,000 (see "— Components of 2023 NEO Compensation — Short-Term Incentives — 2023 Cash Performance Bonus Program" for additional information). (5) This amount represents (i) $25,000 in reimbursement for legal services in connection with Mr. Reffkin's compensation adjustments in December of 2023 and (ii) $53,320 in reimbursement for a portion of the real estate commissions paid by Mr. Reffkin to Compass in connection with a certain personal real estate transaction in 2023, pursuant to the Company's employee representation program. See "— Welfare and Other Benefits" for additional information on the program. (6) This amount represents reimbursement for a portion of the real estate commissions paid by Mr. Reffkin to Compass in connection with a certain personal real estate transaction in 2022, pursuant to the Company's employee representation program. All Other Compensation for 2022 has been updated from the prior year proxy statement to reflect the benefit that he received under the Company's employee representation program. See "— Welfare and Other Benefits" for additional information on the program. (7) Mr. Reffkin's Total Compensation for 2022 has been updated from the prior year proxy statement to reflect the benefit he received under the Company's employee representation program. (8) This amount represents performance-based RSU award granted to Mr. Reffkin in 2021. As part of the new compensation structure for Mr. Reffkin, this award was forfeited effective as of December 27, 2023. See "— Components of 2023 NEO Compensation — New CEO Compensation Structure" for additional information. (9) This amount represents (i) a payment for the HSR filing fee in the amount of $125,000, which was made by us on behalf of Mr. Reffkin, (ii) the gross-up of the HSR filing fee in the amount of $76,486 to defray the tax effects of such payment and (iii) $32,307 in reimbursement for a portion of the real estate commissions paid by Mr. Reffkin to Compass in connection with certain personal real estate transactions in 2021, pursuant to the Company's employee representation program (see "—Welfare and Other Benefits" for additional information on the program). All Other Compensation for 2021 has been updated from the prior year proxy statements to reflect the benefit that he received under the Company's employee representation program. (10) Mr. Reffkin's Total Compensation for 2021 has been updated from the prior year proxy statements to reflect the benefit he received under the Company's employee representation program. (11) Kalani Reelitz was appointed Chief Financial Officer effective November 15, 2022. (12) This amount represents the annual Cash Performance Bonus for individual contributions (see "— Components of 2023 NEO Compensation — Short-Term Incentives — 2023 Cash Performance Bonus Program" for additional information). (13) Greg Hart was promoted to the role of Chief Operating Officer, effective on May 10, 2022. Previously, Mr. Hart served as our Chief Product Officer from April 2020 to May 2022. Mr. Hart's employment with the Company ended on December 31, 2023. (14) This amount represents the incremental fair value as of December 31, 2023, the modification date, with respect to the extension of post-termination exercise periods for Mr. Hart's vested options from 90 days to four years. (15) This amount represents (i) a total cash severance payment of $700,000 and (ii) a payment of $46,445 for the health insurance. See "—Potential Payments Upon Termination or Change in Control—Mr. Hart's Severance Benefits" for additional information regarding Mr. Hart's severance agreement.

  43. Summary Compensation Table

    | Compass, Inc. | 41 |

  44. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table shows all plan-based awards granted to our NEOs during the year ended December 31, 2023:

  45. Grants of Plan-Based Awards in 2023

    | | | | | | | | | All Other | Grant Date | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Stock Awards: | Fair Value of | | | | | | | | | | Number of | Stock and | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Shares of Stock or Units | Option Awards(4) | | Name | Grant Date(1)(2) | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Robert Reffkin | | 100,000 | 200,000 | 400,000 | | | | | | | Kalani Reelitz | | 100,000 | 200,000 | 400,000 | | | | | | | | 4/24/2023(5) | | | | | | | 13,514 | 39,596 | | | 8/17/2023(6) | | | | | 113,475 | | | 386,950 | | Bradley Serwin | | 100,000 | 200,000 | 400,000 | | | | | | | | 3/15/2023(7) | | | | | | | 135,146 | 401,384 | | | 4/24/2023(8) | | | | | | | 135,146 | 395,978 | | | 4/24/2023(5) | | | | | | | 47,301 | 138,592 | | | 8/17/2023(6) | | | | | 85,106 | | | 290,211 | | Greg Hart | | 100,000 | 200,000 | 400,000 | | | | | | | | 3/15/2023(7) | | | | | | | 405,438 | 1,204,151 | | | 4/24/2023(8) | | | | | | | 608,157 | 1,781,900 | | | 4/24/2023(9) | | | | | | | 47,301 | 138,592 | | | 6/26/2023(10) | | | | | | | 207,010 | 658,292 | | | 8/17/2023(11) | | | | | 113,475 | | | 386,950 | | | 12/31/2023(12) | | | | | | | | 1,156,106 |

  46. Grants of Plan-Based Awards in 2023

    (1) All equity awards reported in this table were granted under our 2021 EIP. (2) The vesting schedule applicable to each award is set forth in the “Outstanding Equity Awards” table below. (3) The Non-Equity Incentive Plan Awards represents Cash Performance Bonuses awarded under the Cash Performance Bonus Program. See "— Components of 2023 NEO Compensation — Short-Term Incentives — 2023 Cash Performance Bonus Program" for additional information and actual 2023 payouts. (4) Important Note: The amounts reported in this column do not reflect the actual economic value realized by each NEO. In accordance with SEC rules, the amounts reported in this column represent the value of shares underlying stock awards, calculated in accordance with ASC 718. For additional information, see Notes 2 and 13 of the notes to our consolidated financial statements included in our Annual Report. The assumptions used in calculating the value of the stock awards reported in this table are set forth in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates and Policies—Stock-Based Compensation” in the Annual Report. (5) This grant represents the 2023 Equity Awards in Lieu of Cash Performance Bonus. See "— Components of 2023 NEO Compensation — Short-Term Incentives — 2023 Cash Performance Bonus Program" for additional information. (6) This grant represents the Performance RSU Award. See "— Components of 2023 NEO Compensation — Long-Term Incentives — 2023 Performance Based Equity Awards" for additional information. (7) This grant represents the second of four commitments of the Refresh RSU Award, the first commitment of which was granted in 2022 in connection with the performance and achievements during 2021. 202,720 unvested shares were forfeited in connection with Mr. Hart's termination of employment. (8) This grant represents the first of four commitments of the Refresh RSU Award granted in connection with the performance and achievements during 2022. 304,079 unvested shares were forfeited in connection with Mr. Hart's termination of employment. (9) This grant represents the 2023 Equity Awards in Lieu of Cash Performance Bonus. See "— Components of 2023 NEO Compensation — Short-Term Incentives — 2023 Cash Performance Bonus Program" for additional information. 23,651 unvested shares were forfeited in connection with Mr. Hart's termination of employment. (10) This grant represents the second of four commitments of a promotion award, the first commitment of which was granted in 2022. 103,506 unvested shares were forfeited in connection with Mr. Hart's termination of employment. (11) The award was forfeited in connection with Mr. Hart's termination of employment. (12) The amount reported reflects the incremental fair value of award modifications to Mr. Hart’s outstanding vested stock options deemed to have occurred in connection with Mr. Hart’s termination of employment, as computed in accordance with FASB ASC Topic 718, which extended the exercise period of his options until December 31, 2027.

  47. Grants of Plan-Based Awards in 2023

    | 42 | 2024 PROXY STATEMENT |

  48. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2023.

  49. Outstanding Equity Awards at Fiscal Year-End 2023

    | | Option Awards(1) | | | | | Stock Awards | | | | | | | Number of | Number of | | | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | | | Securities | Securities | | | Number of | Market Value of | | | | | | Underlying | Underlying | Option | Option | Shares or Units of | Shares or Units of | | | | | Grant | Unexercised Options | Unexercised Options | Exercise | Expiration | Stock That | Stock That | | | | | Date | Exercisable | Unexercisable | Price | Date | Have Not Vested | Have Not Vested | | | | Name | | (#) | (#) | ($) | | (#) | ($)(2) | (#) | ($)(2) | | Robert Reffkin | – | – | – | – | – | – | – | – | – | | Kalani Reelitz | 12/27/2022(3) | – | – | – | – | 1,200,000 | 4,512,000 | – | – | | | 4/24/2023(4) | – | – | – | – | 3,379 | 12,705 | – | – | | | 8/17/2023(5) | – | – | – | – | – | – | 113,475 | 426,666 | | Bradley Serwin | 5/29/2020(6) | 484,830 | 67,530 | 6.44 | 5/28/2030 | – | – | – | – | | | 10/27/2020(7) | 128,280 | 33,770 | 6.88 | 10/26/2030 | – | – | – | – | | | 3/15/2023(4) | – | – | – | – | 33,787 | 127,039 | – | – | | | 4/24/2023(4) | – | – | – | – | 33,787 | 127,039 | – | – | | | 4/24/2023(4) | – | – | – | – | 11,826 | 44,466 | – | – | | | 8/17/2023(8) | – | – | – | – | – | – | 85,106 | 319,999 | | Greg Hart | 4/14/2020(9) | 1,125,310 | – | 6.44 | 12/31/2027 | – | – | – | – |

  50. Outstanding Equity Awards at Fiscal Year-End 2023

    (1) All stock options referenced in this table are exercisable immediately, subject to a repurchase right in favor of our Company which lapses as the option vests. Accordingly, the columns and footnotes reflect the extent to which stock options held by our NEOs were vested, as opposed to exercisable, as of the end of the year. (2) Amounts are calculated by multiplying the number of shares shown in the table by $3.76, the closing per share price of our Class A common stock as of December 29, 2023. (3) The RSUs vest as to 25% of the total shares on November 15, 2023 and 6.25% quarterly thereafter, with 100% of the total shares vested on November 15, 2026, subject to continued service with us on each vesting date. (4) The RSUs vest as to 25% of the total shares on each of June 15, 2023, September 15, 2023, December 15, 2023 and March 15, 2024, subject to continued service with us on each vesting date. (5) The Performance Based Equity Award vests as to 50% on August 15, 2025 and the remaining 50% on August 15, 2027 subject to the Company achieving certain financial metrics and stock price. See "— Components of 2023 NEO Compensation—Long-term Incentives—2023 Performance Based Equity Awards." (6) The stock options vest as to 25% of the total shares on May 18, 2021 and 2.0833% of the total shares monthly, with 100% of the total shares vested and exercisable on May 18, 2024, subject to continued service with us on each vesting date. (7) The stock options vest as to 2.0833% of the total shares monthly, beginning on October 26, 2020, with 100% of the total shares vested and exercisable on October 26, 2024, subject to the reporting person’s continued service with us on each vesting date. (8) The Performance Based Equity Award vests as to 50% on August 15, 2025 and the remaining 50% on August 15, 2027 subject to the Company achieving certain financial metrics and stock price. See "— Components of 2023 NEO Compensation—Long-term Incentives—2023 Performance Based Equity Awards." (9) The stock options vest as to 20% on April 13, 2021 and 1.667% monthly thereafter, with 100% of the total shares vesting on April 13, 2025, subject to continued service with us on each vesting date. 414,860 stock options were unvested as of Mr. Hart's termination date and were forfeited. The exercise period for the vested options as of Mr. Hart's termination date was extended to December 31, 2027.

  51. Outstanding Equity Awards at Fiscal Year-End 2023

    | Compass, Inc. | 43 |

  52. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table sets forth information regarding options exercised and stock awards vested for the NEOs during the year ended December 31, 2023. No stock options were exercised by NEOs in 2023.

  53. Option Exercises and Stock Vested in 2023

    | | Stock Awards | | | | Number of Shares | Value Realized | | | Acquired on Vesting(1) | On Vesting(2) | | Name | (#) | ($) | | Robert Reffkin | 2,152,960 | 6,728,011 | | Kalani Reelitz | 490,135 | 1,300,060 | | Bradley Serwin | 255,252 | 804,149 | | Greg Hart | 947,959 | 3,133,143 | | (1) Represents the number of RSUs vested in 2023. Shares underlying RSUs are settled to RSU holders (net of income tax withholding obligations) at the beginning of each month with respect to RSUs that vested in the prior month. As a result, shares underlying RSUs vested in December 2023 reflected in this column were not released to our NEOs until January 2024. (2) The value realized on vesting is calculated based on the fair market value of the underlying stock on the vesting date multiplied by the number of shares. | | |

  54. Option Exercises and Stock Vested in 2023

    | 44 | 2024 PROXY STATEMENT |

  55. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have severance agreements with all of our NEOs in the event of their involuntary terminations of employment, including in connection with a change in control. We believe that these agreements encourage our NEOs to focus their attention on the business operations of our Company in the face of the potentially disruptive impact of a rumored or actual change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security and to allow for a smooth transition in the event of a change in control. We believe the size and terms of the benefits we provide appropriately balance the costs and benefits to our stockholders. We also believe these benefits are consistent with the benefits offered by companies with whom we compete for talent, and accordingly allow us to recruit and retain talented and experienced NEOs. We have approved accelerated vesting provisions for certain RSU and stock option grants to certain executive officers upon an involuntary termination of those executive officers’ employment in connection with a change in control (each “involuntary termination” and “change in control” as defined below). We believe these accelerated vesting provisions reflect current market practices, based on the collective knowledge and experiences of our Compensation Committee members and Semler Brossy, and allow us to attract and retain talented and experienced NEOs. We also believe that these accelerated vesting provisions will allow our NEOs to focus their attention on the business operations of our Company in the face of the potentially disruptive impact of a rumored or actual change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security, and to allow for a smooth transition in the event of a change in control.

  56. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table and narrative for each column set forth our payment obligations pursuant to the compensation arrangements for each of our NEOs, under the circumstances described in the table and narrative, assuming that their employment was terminated or a change in control occurred on December 31, 2023.

  57. Potential Payments Upon Termination or Change in Control

    | | | Qualifying Termination | Qualifying Termination | Termination – | | | | No Change in Control | Change in Control | Death or Disability | | Name | Benefits | ($)(b) | ($)(c) | ($)(d) | | Robert Reffkin | Cash Severance: | 700,000 | 1,200,000 | 700,000* | | | Equity Acceleration(1): | - | - | * | | | Medical Benefits***: | 38,907 | 51,876 | 38,907* | | | Total: | 738,907 | 1,251,876 | 738,907* | | Kalani Reelitz | Cash Severance: | 650,000 | 1,175,000 | 200,000** | | | Equity Acceleration(1): | - | 4,951,371 | - | | | Medical Benefits***: | 16,446 | 24,670 | - | | | Total: | 666,446 | 6,151,041 | 200,000 | | Bradley Serwin | Cash Severance(2): | 650,000 | 1,175,000 | 200,000** | | | Equity Acceleration(1): | - | 999,431 | - | | | Medical Benefits***: | 19,305 | 28,957 | - | | | Total: | 669,305 | 2,203,388 | 200,000 | | Greg Hart(3) | Cash Severance: | 700,000 | | | | | Equity Acceleration(4): | 1,156,106 | | | | | Medical Benefits: | 46,445 | | | | | Total: | 1,902,551 | | | | *Involuntary Termination is defined to include disability and death in Mr. Reffkin's Employment Agreement. If disability or death occurs without a change of control, Mr. Reffkin would receive the payments summarized in column (b), and if disability or death occurs in connection with a change in control, Mr. Reffkin would receive the payments summarized in column (d). **Upon termination for death or disability, our current NEOs, other than our CEO, will receive a pro-rated portion of the executive's then current target bonus opportunity for the portion of the year the executive served. ***Estimated based on current premiums and elections. (1) Amounts are calculated using $3.76, the closing per share price of our Class A common stock as of December 29, 2023. (2) Upon a qualifying termination outside of a change in control situation or termination due to death or disability, Mr. Serwin would be required to repay a portion of the cash bonus paid to him in January 2021 in the amount of $799,920 (net of taxes). Mr. Serwin's repayment obligations lapse quarterly with respect to approximately 6% of his cash bonus and terminate on June 14, 2026. Mr. Serwin would not be required to repay any portion of his cash bonus in connection with a qualifying termination in a change of control situation so long as such termination occurs 60 days before or 365 days after a change of control occurs. (3) Mr. Hart's Separation Agreement provided for (i) a lump sum payment of $450,000 representing 12 months of his base salary; (ii) a lump sum payment of $250,000 representing 125% of his annual bonus target; and (iii) a lump sum payment of the full amount of his COBRA premiums for 12 months. Mr. Hart also received a four-year option exercise extension for his vested stock options, and Mr. Hart provided a release of claims in favor of the Company. (4) Amount represents the value of the four-year option exercise extension for his vested stock options. Mr. Hart did not receive any equity acceleration in connection with his separation. | | | | |

  58. Potential Payments Upon Termination or Change in Control

    | 48 | 2024 PROXY STATEMENT |

  59. CEO Pay Ratio

    CEO Pay Ratio We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO for 2023, our last completed fiscal year: 1.The annual total compensation of our median employee was $83,906; and 2.The annual total compensation of our CEO, as reported in the Summary Compensation Table in this proxy statement, was $7,678,320. Based on this information for fiscal year 2023, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 92:1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. For fiscal year 2023, based on our review of employee compensation, we used the same median employee that was identified in 2022 given no change in our employee population or employee compensation that we reasonably believe would result in a significant change in the pay ratio disclosure. In 2022, we determined our median compensated employee using base salary as of December 31, 2022, annualized, as our consistently applied compensation measure. We determined the median employee’s total 2023 compensation, including any perquisites and other benefits, in the same manner that we determine the total compensation of our CEO for purposes of the Summary Compensation Table disclosed above. The total 2023 compensation of our median employee, a Senior Transaction Coordinator, was determined to be $83,906. This total compensation amount for our median employee was then compared to the total compensation of our CEO disclosed above in the Summary Compensation Table, of $7,678,320. The elements included in the CEO’s total compensation are fully discussed in the footnotes to the Summary Compensation Table.

  60. CEO Pay Ratio

    | Compass, Inc. | 49 |

  61. Pay Versus Performance

    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 the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, see “Compensation Discussion and Analysis” above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to RSUs.

  62. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(1)(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (in millions) | Company Selected Measure - Free Cash Flow(6) (in millions) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | | | | 2023 | $7,678,320 | $4,618,991 | $2,969,135 | $3,012,025 | $18.66 | $34.36 | $(321.3) | $(37.1) | | 2022 | $411,156 | $(86,430,991) | $2,871,847 | $(1,132,030) | $11.56 | $23.05 | $(601.5) | $(361.8) | | 2021 | $89,915,376 | $29,387,757 | $2,442,874 | $25,732 | $45.11 | $67.17 | $(494.1) | $(78.7) |

  63. Pay Versus Performance

    (1) Robert Reffkin is the CEO for purposes of calculating the amounts in each applicable year. (2) None of our NEOs participate in a pension plan; therefore, we did not report a change in pension value for any of the years reflected in this table, and a deduction from the Summary Compensation Table total related to pension value is not needed. A reconciliation of Total Compensation from the Summary Compensation Table to compensation actually paid to our CEO and our other NEOs (as an average) is shown below:

  64. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | | Adjustments: | CEO | Average of Non-CEO NEOs | CEO | Average of Non-CEO NEOs | CEO | Average of Non-CEO NEOs | | Total Compensation as reported in Summary Compensation Table (SCT) | $7,678,320 | $2,969,135 | $411,156 | $2,871,847 | $89,915,376 | $2,442,874 | | Adjustments for stock and option awards (a): | | | | | | | | (Subtraction): Stock and option awards amounts as reported in SCT | — | (2,220,641) | — | (1,840,102) | (89,151,583) | (1,139,476) | | Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | — | 298,796 | — | 698,361 | 38,354,418 | 589,016 | | Addition (Subtraction): Change in fair value of awards from prior fiscal year and to the fiscal year end which were granted in any prior fiscal year that are outstanding and unvested at year end | — | 601,264 | (76,784,671) | (1,049,169) | (57,562,295) | (2,462,169) | | Addition: Vesting date fair value of awards granted and vesting during such year | — | 951,797 | — | 312,886 | — | 153,634 | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year | 1,711,614 | 683,500 | (10,057,476) | (1,081,263) | 47,831,841 | 441,853 | | (Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during such year(b) | (4,770,943) | (271,826) | — | (1,044,590) | — | — | | Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year | — | — | — | — | — | — | | Compensation Actually Paid (as calculated) | $4,618,991 | $3,012,025 | $(86,430,991) | $(1,132,030) | $29,387,757 | $25,732 | | (a) The fair values of the stock and option awards were calculated using valuation assumptions in accordance with ASC 718 including: (i) the fair value of RSU awards was calculated using the closing price of our common stock as of the last day of the applicable year or on the date of vesting, as applicable; (ii) the fair value of performance based vesting awards was estimated using a Monte Carlo Simulation method; and (iii) the fair value of options was estimated using the Black-Scholes option-pricing model. | | | | | | | | (b) The 2023 reduction in the prior year fair value of the CEO awards granted in prior fiscal years reflects certain award modifications related to Mr. Reffkin forfeiting his two performance based RSU awards in December of 2023. | | | | | | |

  65. Pay Versus Performance

    | 50 | 2024 PROXY STATEMENT |

  66. Pay Versus Performance

    (3) The names of the non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Kalani Reelitz, Greg Hart and Bradley Serwin; (ii) for 2022, Kristen Ankerbrandt, Kalani Reelitz, Greg Hart, Neda Navab, Priyanka Singh, Joseph Sirosh and Danielle Wilkie; and (iii) for 2021, Kristen Ankerbrandt, Greg Hart, Neda Navab and Priyanka Singh. (4) The amounts disclosed represent the value of an investment of $100 in Compass common stock at the end of each period presented assuming the investment was made on April 1, 2021, which was the date of the Company's IPO. (5) The amounts disclosed represent the value of an investment of $100 in a peer group index at the end of each period presented assuming the investment was made on April 1, 2021, which was the date of the Company's IPO. The total shareholder return applied to each investment period is calculated using a peer group index that represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the same as the peer group used in our Annual Report and includes the following companies: Zillow Group, Inc. (ZG), Redfin Corp (RDFN), Opendoor Technologies Inc. (OPEN), EXP World Holdings, Inc. (EXPI), and Anywhere Real Estate Inc. (HOUS), formerly Realogy Holdings Corp. (RLGY). For the year ended December 31, 2021, the measurement period started on April 1, 2021, which is the date of the Company's IPO. (6) Our Company-selected measure is Free Cash Flow, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link compensation actually paid to our NEOs for fiscal 2023 to our Company’s performance. Free Cash Flow is a non-GAAP financial measure that represents net cash used in operating activities less capital expenditures.

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

    Analysis of the Information Presented in the Pay Versus Performance Table While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay Versus Performance table. In particular, our CEO’s compensation actually paid, as reported in the Pay Versus Performance table, ranged from almost $29.4 million in 2021 to approximately negative $86.4 million in 2022 and then positive $4.6 million in 2023, whereas compensation actually realized, meaning cash compensation and the value of equity as vested, was $76.7 million in 2021, $11.5 million in 2022 and $14.4 million in 2023. The majority of the compensation realized in 2021 was the value of equity grants that vested upon our IPO. Compensation actually paid as reported in the Pay Versus Performance table in 2022 is a large negative number due to stock price declines. Stock price declines decrease the value of outstanding RSUs and also decrease the probability of the performance awards vesting. Additionally, in December 2023, Mr. Reffkin forfeited his performance based RSU awards, which resulted in award modifications, which impacted compensation actually paid to our CEO in 2023.

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

    | Compass, Inc. | 51 |

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

    Compensation Actually Paid and Total Shareholder Return We present our CEO's and average non-CEO NEO's pay for 2021, 2022 and 2023 in comparison with the TSR on a hypothetical $100 investment in our stock made on April 1, 2021 and the hypothetical $100 investment in our peer group's stock as of the same date. We then show how our return and the peer group changed over time so that you can view the change in pay with the change in return. Compensation Actually Paid and Net Income (Loss) We present our CEO's and non-CEO NEO’s pay for 2021, 2022 and 2023 in comparison with the Company’s net loss over the same periods.

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

    | 52 | 2024 PROXY STATEMENT |

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

    Compensation Actually Paid and Free Cash Flow We present our CEO's and non-CEO NEO’s pay for 2021, 2022 and 2023 in comparison with the Company’s Free Cash Flow over the same periods.

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

    | Compass, Inc. | 53 |