DEF 14A of Compass, Inc.
Filed Apr 4, 2025 · FY20240001563190-25-000082
Biographies for Class I Director Nominees For a Three-Year Term to Expire in 2028
Biographies for Class I Director Nominees For a Three-Year Term to Expire in 2028
Biographies for Class I Director Nominees For a Three-Year Term to Expire in 2028
| | Robert Reffkin Founder, Chief Executive Officer & Chairman of the Board of Directors, Compass, Inc. | | Age: 45 Director since: October 2012 Current term expires: 2025 Board Committees: None | Experience, Skills and Qualifications: •Deep experience in the real estate industry Background: •Compass, Inc., a residential real estate brokerage, Founder, Chief Executive Officer (since 2012) and Interim Principal Financial Officer (2022), Director (since 2012) & Chairman of the Board of Directors (since 2021) •Goldman Sachs Group, Inc., a multinational investment bank and financial services company, various roles of increasing responsibility, including 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 at the Department of Treasury (2005-2006) •Lazard Ltd, a global financial advisory and asset management firm, Investment Banker (2003-2005) •McKinsey & Co., a global management consulting firm, Business Analyst (1999-2001) •America Needs You, a non-profit organization that provides mentorship and career development services to first-generation college students, Founder & Board Member (since 2009) •B.A. and M.B.A. from Columbia University Other Public Company Boards: None |
Biographies for Class I Director Nominees For a Three-Year Term to Expire in 2028
| Compass, Inc. | 3 |
Biographies for Class I Director Nominees For a Three-Year Term to Expire in 2028
| | Frank Martell President, Chief Executive Officer & Director, loanDepot, Inc. (Since April 2022, Mr. Martell has served as President and CEO and a director and will do so until the company’s annual shareholder meeting on June 4, 2025.) | | Age: 65 Director since: November 2021 Current term expires: 2025 Board Committees: Audit (Chair) Compensation | 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 2022 and until the company’s annual shareholder meeting on June 4, 2025) •CoreLogic, Inc., a global property information, analytics and data-enabled solutions provider, various senior leadership positions, including President and Chief Executive Officer, Chief Operating Officer and Chief Financial Officer (2011-2022) & Director (2017-2022) •Western Institutional Review Board, a leading provider of review, approval and oversight for clinical research studies, President & Chief Executive Officer (2010-2011) •Advantage Solutions, a sales and marketing consultancy, Chief Financial Officer (2009-2010) •Information Services Group, Inc., a technology insights, market intelligence and advisory services company, Chief Financial Officer (2007-2009) •ACNielsen Corporation, a marketing research firm, various leadership roles including President of Asia Pacific and Emerging Markets, Executive Vice President of the Marketing Information Group, Chief Operating Officer and President of Europe, Middle East and Africa (1996-2006) •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 & 2024) •Inman Impact Award for leadership and impact in the housing industry (2023, 2024 & 2025) •B.S. in Accounting from Villanova University Other Public Company Boards: •SmartRent, Inc. (since June 2024) •loanDepot, Inc. (since 2022) Former Public Company Boards: •CoreLogic, Inc. (2017-2022) |
Biographies for Class I Director Nominees For a Three-Year Term to Expire in 2028
| 4 | 2025 PROXY STATEMENT |
Biographies for Class I Director Nominees For a Three-Year Term to Expire in 2028
| | Dawanna Williams Founder & Managing Principal, Dabar Development Partners | | Age: 56 Director since: July 2022 Current term expires: 2025 Board Committees: Audit | 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 & Managing Principal (since 2003) •Victory Education Partners, an education service provider, General Counsel (2010-2013) •Sidley Austin LLP, a leading law firm, Senior Associate (1999-2003) •Paul Hastings, LLP, a leading law firm, Associate (1996-1999) •New York Real Estate Chamber, Board member (since 2014) •New York City Trust for Cultural Resources, Board member (since 2017) •Apollo Theater, Board member & Real Estate Committee Chair (since 2018) •Ares Industrial Real Estate Income Trust, Board member (since 2023) •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) Former Public Company Boards: •Focus Impact Acquisition Corp. (2021-2024) |
Biographies for Class I Director Nominees For a Three-Year Term to Expire in 2028
| Compass, Inc. | 5 |
Biographies for Continuing Director
Biographies for Continuing Director
Biographies for Continuing Director
| | Allan Leinwand Chief Technology Officer, Webflow, Inc. | | Age: 58 Director since: May 2022 Current term expires: 2026 Board Committees: Compensation | 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 2023) •Shopify Inc., a multinational e-commerce company, Chief Technology Officer (2021- 2023) •Slack Technologies, Inc., a software company, Senior Vice President 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 (2010-2012) •Vyatta, Inc., a software provider, Founding Chief Executive Officer (2005-2012) •Panorama Capital (previously JPMorgan Partners), a venture capital firm, Venture Partner (2004-2010) •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) |
Biographies for Continuing Director
| 6 | 2025 PROXY STATEMENT |
Biographies for Continuing Director
| | Josh McCarter Chief Executive Officer, EverPro (a division of EverCommerce, Inc.) | | Age: 52 Director since: April 2022 Current term expires: 2027 Board Committees: Nominating & Corporate Governance | Experience, Skills and Qualifications: •Entrepreneur, visionary, leader •Experience building and leading technology companies Background: •EverPro (a division of EverCommerce, Inc.), a software and payments company for the home services industry, Chief Executive Officer (since September 2024) •ShipMonk, Inc., a tech-enabled third party logistics company, Chief Executive Officer & Director (June 2023-May 2024) •Mindbody, Inc., a provider of business management software to the wellness services industry, various senior leadership positions, including Chief Executive Officer, President & Chief Strategy Officer (2018-2022) & Director (2020-2023) •Booker Software, Inc., a software company, Chief Executive Officer & Director (2010-2018) •Arbitech, LLC, a software company, President (2003-2010) •SpaFinder, Inc., an online wellness company, Chief Operating Officer (2000-2002) & Director (2001-2016) •Autobytel (n/k/a Autoweb), an automotive media and marketing services company, Vice President of Business and International Development (1996-2000) •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 |
Biographies for Continuing Director
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Biographies for Continuing Director
| | Charles Phillips Co-founder & Managing Partner, Recognize Lead Independent Director, Compass, Inc. | | Age: 65 Director since: August 2020 Current term expires: 2026 Board Committees: Audit Nominating & Corporate Governance | 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, Inc., a provider of cloud software products, Chief Executive Officer (2010-2020) & Chairman of the Board of Directors (2019-2020) •Oracle Corporation, a multinational computer technology company, President & Director (2003-2010) •Morgan Stanley, a multinational investment management and financial services company, Managing Director (1994-2003) •Apollo Theater, Chairman of the Board (since 2015) •New York Police Foundation, Board member (since 2014) •Council of Foreign Relations, Board member (since 2019) •Defense Innovation Board (since 2021) •Bloomberg L.P., Board member (since January 2024) •Black Economic Alliance, Founder & Co-Chairman (since 2018) •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) Former Public Company Boards: •Paramount Global (2006-2024 including service on the Viacom Board) •Oscar Health, Inc. (2021-2022) •Oracle Corporation (2003-2010) |
Biographies for Continuing Director
| 8 | 2025 PROXY STATEMENT |
Biographies for Continuing Director
| | Steven Sordello Former Chief Financial Officer, LinkedIn Corporation | | Age: 55 Director since: November 2020 Current term expires: 2027 Board Committees: Audit Nominating & Corporate Governance | 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 & CFO Emeritus and Chief Financial Officer (2007-2022) •TiVo, Inc., 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 Incorporated, a software company, senior roles (1994-1999) •Syntex Corporation, a pharmaceuticals company, senior roles (1992-1994) •Grafana Labs, Board member (since September 2024) •Finance Committee at Santa Clara University, member of Board of Trustees, Chair of the Finance Committee (since 2013) •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) |
Biographies for Continuing Director
| Compass, Inc. | 9 |
Biographies for Continuing Director
| | Pamela Thomas-Graham Founder & Chief Executive Officer, Dandelion Chandelier LLC | | Age: 61 Director since: February 2020 Current term expires: 2026 Board Committees: Compensation (Chair) | 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 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) •Angelo, Gordon & Co., a privately held investment firm, Managing Director (2008-2010) •Liz Claiborne Inc. (now Tapestry), an apparel company, Group President (2005-2007) •CNBC and CNBC.com, a business news channel, President and Chief Executive Officer (1999-2005) •McKinsey & Co., a global management consulting firm, Partner (1989-1999) •M.B.A. from Harvard Business School •J.D. from Harvard Law School Other Public Company Boards: •Bumble, Inc. (since 2020) •Peloton Interactive, Inc. (since 2018) Former Public Company Boards: •Rivian Automotive, Inc. (2021-2024) •Bank of N.T. Butterfield & Son Limited (2017-2024) •Anthemis Digital Acquisitions I Corp. (2021-2023) •Norwegian Cruise Line Holdings, Ltd. (2018-2021) •The Clorox Company (2005-2021) |
Biographies for Continuing Director
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.
Biographies for Continuing Director
| 10 | 2025 PROXY STATEMENT |
Biographies for Continuing Director
Our Corporate Governance and Board of Directors
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 with 4 directors from a diverse racial or ethnic group, including 2 diverse females •Annual performance self-evaluation by the full Board of Directors and each committee to assess the overall performance and effectiveness of the Board of Directors and each committee and to identify opportunities to improve •Regular executive sessions of independent directors •Regular review of director and executive succession planning •Lead independent director empowered to call special Board of Directors 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 of Directors 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 by our General Counsel •Minimum stock ownership requirements for directors and executive officers •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
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.
Board of Directors Composition
| Compass, Inc. | 11 |
Our Board of Directors
Our Board of Directors
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 | | Allan Leinwand Chief Technology Officer, Webflow, Inc. | ✓ | 58 | 2022 | 2026 | None | | M | | | Frank Martell President and Chief Executive Officer, loanDepot, Inc. | ✓ | 65 | 2021 | 2025 | loanDepot, Inc. and SmartRent, Inc. | C | M | | | Josh McCarter Chief Executive Officer, EverPro | ✓ | 52 | 2022 | 2027 | None | | | M | | Charles Phillips Co-Founder and Managing Partner, Recognize and Lead Independent Director, Compass, Inc. | ✓ | 65 | 2020 | 2026 | American Express Company | M | | C | | Robert Reffkin Founder, Chairman and Chief Executive Officer, Compass, Inc. | X | 45 | 2012 | 2025 | None | | | | | Steven Sordello Former Chief Financial Officer, LinkedIn | ✓ | 55 | 2020 | 2027 | Atlassian Corporation | M | | M | | Pamela Thomas-Graham Founder and Chief Executive Officer, Dandelion Chandelier, LLC | ✓ | 61 | 2020 | 2026 | Bumble, Inc. and Peloton Interactive, Inc. | | C | | | Dawanna Williams Founder and Managing Principal, Dabar Development Partners | ✓ | 56 | 2022 | 2025 | ACRES Commercial Realty Corp. | M | | |
Our Board of Directors
C = Chair | M = Member
Our Board of Directors
| INDEPENDENCE | AGE |
Our Board of Directors
| 12 | 2025 PROXY STATEMENT |
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 the 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, 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
Evaluating Director Nominees
| 16 | 2025 PROXY STATEMENT |
Evaluating Director Nominees
consider all candidates recommended by stockholders who comply with the foregoing procedures and satisfy the minimum qualifications for director nominees and Board member attributes.
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:
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 |
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 $225,000 (the “Annual Award”), following the Annual Meeting. The Annual Award will fully vest on the earlier of (i) the date of the next annual meeting of the Company’s stockholders and (ii) the date that is one year following the Annual Award grant date, in each case, so long as the non-employee director continues to provide services to the Company through the applicable vesting date.
Director Compensation
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2024 Director Compensation Table
2024 Director Compensation Table The table below provides information regarding the total compensation of the non-employee directors who served on our Board of Directors during 2024. Mr. Reffkin was our only employee director in 2024 and received no compensation for his service as a director. Other than as set forth in the table below, during 2024, we did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to the non-employee directors.
2024 Director Compensation Table
| | Fees Earned or | Stock | | | | Paid in Cash | Awards | Total | | Name | ($)(1) | ($)(2) | ($) | | Allan Leinwand | 57,500 | 212,620 | 270,120 | | Frank Martell | 77,500 | 212,620 | 290,120 | | Josh McCarter | 55,000 | 212,620 | 267,620 | | Charles Phillips | 120,000 | 212,620 | 332,620 | | Steven Sordello | 65,000 | 212,620 | 277,620 | | Pamela Thomas-Graham | 65,000 | 212,620 | 277,620 | | Dawanna Williams | 60,000 | 212,620 | 272,620 | | (1) The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each non-employee director in 2024. (2) Each non-employee director was granted an annual equity award of 57,310 RSUs. 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 25, 2025 (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. | | | |
2024 Director Compensation Table
The aggregate number of unvested stock awards and the aggregate number of unexercised option awards outstanding as of December 31, 2024 for our non-employee directors are:
2024 Director Compensation Table
| Name | Unvested Stock Awards | Unexercised Option Awards | | Allan Leinwand | 57,310 | – | | Frank Martell | 57,310 | – | | Josh McCarter | 57,310 | – | | Charles Phillips | 57,310 | 194,460 | | Steven Sordello | 57,310 | 194,460 | | Pamela Thomas-Graham | 57,310 | 194,460 | | Dawanna Williams | 57,310 | – |
2024 Director Compensation Table
| 22 | 2025 PROXY STATEMENT |
2024 Director Compensation Table
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 our General Counsel for his determination of the approval under the policy. Our 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 2024.
2024 Director Compensation Table
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2024 Director Compensation Table
Corporate Responsibility Highlights
Policies and Practices Related to Equity Awards
Policies and Practices Related to Equity Awards The Company does not have any formal policy that requires it to grant, or avoid granting, equity awards at certain times. The Compensation Committee generally approves annual equity awards for non-CEO NEOs as part of the Company's annual or mid-year performance cycles for all employees. At times, when NEO compensation decisions are made outside of the Company's annual or mid-year performance cycle, our independent directors and the Compensation Committee may approve equity awards for NEOs as needed. For example, our independent directors approved Mr. Reffkin's 2023 and 2024 equity awards in December of 2023. However, equity awards are never timed to relate to the price of our common stock nor to correspond with the release of material non-public information. Grants to new employees, including potential NEOs, are typically approved as part of the Company's ordinary course monthly equity granting process following the employee’s start date. During 2024, we did not award stock options or stock appreciation rights to any of our NEOs.
Tax and Accounting Considerations
Sections 280G and 4999 of the Code provide that certain individuals, including our NEOs, 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.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation of our NEOs for 2024, 2023, and 2022:
Summary Compensation Table
| | | | | | Non-Equity | | | | | | | | | Incentive Plan | All Other | | | Name and | | Salary | Bonus | Stock Awards | Compensation | Compensation | Total | | Principal Position | Year | ($) | ($) (1) | ($) (2) | ($) | ($) | ($) | | Robert Reffkin(3) | 2024 | 900,000 | 450,000 | 12,251,990 | 1,350,000 | - | 14,951,990 | | Chief Executive Officer | 2023 | 500,000 | 7,100,000 | - | - | 78,320 | 7,678,320 | | | 2022 | 400,000 | - | - | - | 11,156 | 411,156 | | Kalani Reelitz(4) | 2024 | 489,615 | 250,000 | 603,923(5) | 750,000 | - | 2,093,538 | | Chief Financial Officer | 2023 | 450,000 | 100,000 | 386,950 | - | - | 936,950 | | | 2022 | 58,846 | 50,000 | 3,528,000 | - | - | 3,636,846 | | Bradley Serwin | 2024 | 450,000 | 100,000 | 322,092(6) | 300,000 | - | 1,172,092 | | General Counsel & Corporate Secretary | 2023 | 450,000 | 75,000 | 1,087,573 | - | - | 1,612,573 | | (1) This column represents incentive cash compensation paid on a discretionary basis. (2) 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 grant date fair 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 25, 2025 (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 2024" for additional information related to the stock awards granted in 2024. (3) Mr. Reffkin also served as interim Principal Financial Officer from September 3, 2022 until November 14, 2022. (4) Kalani Reelitz was appointed Chief Financial Officer effective November 15, 2022. (5) This amount represents the first of four grants of the Refresh RSU Awards committed to be granted in connection with the performance and achievements during 2023. The total value of all four commitments is $2,415,692. See "—Components of 2024 NEO Compensation—Long-Term Incentives—Annual Equity Refresh Program" for additional information. (6) This amount represents the first of four grants of the Refresh RSU Awards committed to be granted in connection with the performance and achievements during 2023. The total value of all four commitments is $1,288,368. See "—Components of 2024 NEO Compensation—Long-Term Incentives—Annual Equity Refresh Program" for additional information. | | | | | | | |
Summary Compensation Table
| 46 | 2025 PROXY STATEMENT |
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024 The following table shows all annual cash performance and equity awards granted to our NEOs during the year ended December 31, 2024:
Grants of Plan-Based Awards in 2024
| | | | | | All Other | Grant Date | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(3) | | | Stock Awards: | Fair Value of | | | | | | | Number of | Stock Awards(4) | | | | Threshold | Target | Maximum | Shares of Stock or Units | | | Name | Grant Date(1)(2) | ($) | ($) | ($) | (#) | ($) | | Robert Reffkin | | - | 675,000 | 1,350,000 | | | | | 1/1/2024(5) | | | | 3,258,508 | 12,251,990 | | Kalani Reelitz | | - | 375,000 | 750,000 | | | | | 3/17/2024(6) | | | | 206,117 | 603,923 | | Bradley Serwin | | - | 150,000 | 300,000 | | | | | 3/17/2024(7) | | | | 109,929 | 322,092 | | (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 the non-discretionary portion of Cash Performance Bonuses awarded under the Cash Performance Bonus Program. See "—Components of 2024 NEO Compensation—Short-Term Incentives—2024 Cash Performance Bonus Program" for additional information and actual 2024 payouts. (4) 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 amount represents the 2024 time-based RSU award discussed under "CEO Compensation Structure". (6) This amount represents the first of four grants of the Refresh RSU Awards to be granted in connection with the performance and achievements during 2023. The total value of all four commitments is $2,415,692. See "— Components of 2024 NEO Compensation—Long-Term Incentives—Annual Equity Refresh Program" for additional information. (7) This amount represents the first of four grants of the Refresh RSU Awards to be granted in connection with the performance and achievements during 2023. The total value of all four commitments is $1,288,368. See "— Components of 2024 NEO Compensation—Long-Term Incentives—Annual Equity Refresh Program" for additional information. | | | | | | |
Grants of Plan-Based Awards in 2024
| Compass, Inc. | 47 |
Outstanding Equity Awards at Fiscal Year-End 2024
Outstanding Equity Awards at Fiscal Year-End 2024 The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End 2024
| | Option Awards(1) | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | | | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | | | | | | | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | | | | | | | | Option Exercise Price | Option Expiration Date | | | | | | | Grant Date | | | | | | | | | | Name | | (#) | (#) | ($) | | (#) | ($)(2) | (#) | ($)(2) | | Robert Reffkin | 1/1/2024(3) | – | – | – | – | 3,258,508 | 19,062,272 | – | – | | Kalani Reelitz | 12/27/2022(4) | – | – | – | – | 800,000 | 4,680,000 | – | – | | | 8/17/2023(5) | – | – | – | – | – | – | 113,475 | 663,829 | | | 3/17/2024(6) | – | – | – | – | 51,530 | 301,451 | – | – | | Bradley Serwin | 5/29/2020(7) | 552,360 | – | 6.44 | 5/28/2030 | – | – | – | – | | | 10/27/2020(8) | 162,050 | – | 6.88 | 10/26/2030 | – | – | – | – | | | 8/17/2023(5) | – | – | – | – | – | – | 85,106 | 497,870 | | | 3/17/2024(6) | – | – | – | – | 27,483 | 160,776 | – | – | | (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 $5.85, the closing per share price of our Class A common stock as of December 31, 2024. (3) The RSUs vest as to 25% of the total shares on January 1, 2025 and vest as to 25% annually thereafter, with 100% of the total shares vested on January 1, 2028, subject to continued service with us on each vesting date. (4) The RSUs vested as to 25% of the total shares on November 15, 2023 and vest as to 6.25% quarterly thereafter, with 100% of the total shares vested on November 15, 2026, subject to continued service with us on each vesting date. (5) The Performance Stock Units are reported at 100% performance level and vests as to 50% on August 15, 2025 and the remaining 50% on August 15, 2027 subject to the Company achieving certain financial metrics and stock price. (6) The RSUs vest as to 25% of the total shares on each of June 15, 2024, September 15, 2024, December 15, 2024 and March 15, 2025, subject to continued service with us on each vesting date. This amount represents the first of four commitments of the Refresh RSU Award granted in connection with the performance and achievements during 2023. (7) 100% of the stock options vested on May 18, 2024. (8) 100% of the stock options vested on October 26, 2024. | | | | | | | | | |
Outstanding Equity Awards at Fiscal Year-End 2024
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Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024 The following table sets forth information regarding stock awards vested for the NEOs during the year ended December 31, 2024. No stock options were exercised by NEOs in 2024.
Option Exercises and Stock Vested in 2024
| | Stock Awards | | | | Number of Shares | Value Realized | | | Acquired on Vesting(1) | On Vesting(2) | | Name | (#) | ($) | | Robert Reffkin | – | – | | Kalani Reelitz | 557,966 | 2,810,072 | | Bradley Serwin | 161,846 | 694,065 | | (1) Represents the number of RSUs vested in 2024. Shares underlying RSUs are settled to RSU holders net of income tax withholding obligations. (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. | | |
Option Exercises and Stock Vested in 2024
| Compass, Inc. | 49 |
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.
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, 2024.
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: | 1,800,000 | 2,700,000 | 1,800,000* | | | Equity Acceleration(1): | – | 19,062,272 | * | | | Medical Benefits***: | 51,670 | 68,893 | 51,670* | | | Total: | 1,851,670 | 21,831,165 | 1,851,670* | | Kalani Reelitz | Cash Severance: | 989,615 | 1,484,423 | 500,000** | | | Equity Acceleration(1): | – | 4,981,451 | – | | | Medical Benefits***: | 21,821 | 32,732 | – | | | Total: | 1,011,436 | 6,498,606 | 500,000** | | Bradley Serwin | Cash Severance(2): | 650,000 | 975,000 | 200,000** | | | Equity Acceleration(1): | – | 160,776 | – | | | Medical Benefits***: | 25,728 | 38,593 | – | | | Total: | 675,728 | 1,174,368 | 200,000** | | *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 (d), and if disability or death occurs in connection with a change in control, Mr. Reffkin would receive the payments summarized in column (c). **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 $5.85, the closing per share price of our Class A common stock as of December 31, 2024. (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 $574,200 (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. | | | | |
Potential Payments Upon Termination or Change in Control
| Compass, Inc. | 53 |
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 2024, our last completed fiscal year: 1.The annual total compensation of our median employee was $99,030; and 2.The annual total compensation of our CEO, as reported in the Summary Compensation Table in this proxy statement, was $14,951,990. Based on this information for fiscal year 2024, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 151:1. 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 2024, 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 2024 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 2024 compensation of our median employee, a Senior Transaction Coordinator, was determined to be $99,030. 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 $14,951,990. The elements included in the CEO’s total compensation are fully discussed in the footnotes to the Summary Compensation Table.
CEO Pay Ratio
| 54 | 2025 PROXY STATEMENT |
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.
Pay Versus Performance
| Year(1) | Summary Compensation Table Total for CEO(2) | Compensation Actually Paid to CEO(2)(3) | Average Summary Compensation Table Total for Non-CEO NEOs(4) | Average Compensation Actually Paid to Non-CEO NEOs(3)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (in millions) | Company Selected Measure - Free Cash Flow(7) (in millions) | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | 2024 | $14,951,990 | $21,762,272 | $1,632,815 | $3,270,065 | $29.03 | $34.39 | $(154.5) | $105.8 | | 2023 | $7,678,320 | $4,618,991 | $2,969,135 | $3,012,025 | $18.66 | $34.36 | $(320.1) | $(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) | $(78.7) |
Pay Versus Performance
(1) Our reporting begins in 2021, due to our IPO on April 1, 2021. (2) Robert Reffkin is the CEO for purposes of calculating the amounts in each applicable year. (3) None of our NEOs participate in a pension plan; therefore, we did not report a change in pension value for any of the years reflected in this table, and a deduction from the Summary Compensation Table total related to pension value is not needed. A reconciliation of Total Compensation from the Summary Compensation Table to compensation actually paid to our CEO and our non-CEO NEOs (as an average) is shown below:
Pay Versus Performance
| | 2024 | | | Adjustments: | CEO ($) | Average of Non-CEO NEOs ($) | | Total Compensation as reported in Summary Compensation Table (SCT) | $14,951,990 | $1,632,815 | | Adjustments for stock and option awards (a): | | | | (Subtraction): Stock and option awards amounts as reported in SCT | (12,251,990) | (463,008) | | Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | 19,062,272 | 231,113 | | 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 | — | 1,034,730 | | Addition: Vesting date fair value of awards granted and vesting during such year | — | 663,297 | | 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 | — | 171,118 | | (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 | — | — | | 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) | $21,762,272 | $3,270,065 | | (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 vesting date or last day of the applicable fiscal year; (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. | | |
Pay Versus Performance
(4) The names of the non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Kalani Reelitz and Bradley Serwin; (ii) for 2023, Kalani Reelitz, Greg Hart and Bradley Serwin; (iii) for 2022, Kristen Ankerbrandt, Kalani Reelitz, Greg Hart, Neda Navab, Priyanka Singh, Joseph Sirosh and Danielle Wilkie; and (iv) for 2021, Kristen Ankerbrandt, Greg Hart, Neda Navab and Priyanka Singh. (5) 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. (6) 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).
Pay Versus Performance
| Compass, Inc. | 55 |
Pay Versus Performance
(7) 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 used to link compensation actually paid to our NEOs for fiscal 2024 to our Company’s performance. See "Annex" for the definition of Free Cash Flow and a reconciliation of GAAP to non-GAAP measures.
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, not all of those measures are 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, was $4.6 million in 2023 and increased to $21.8 million in 2024. The increase in compensation actually paid in 2024 was driven by Mr. Reffkin's time-based RSU award granted in January 2024, however this time-based RSU award will vest over a four-year period, not all in 2024.
Analysis of the Information Presented in the Pay Versus Performance Table
| 56 | 2025 PROXY STATEMENT |
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 compensation actually paid for 2021, 2022, 2023 and 2024 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 average non-CEO NEO’s compensation actually paid for 2021, 2022, 2023 and 2024 in comparison with the Company’s net loss over the same periods.
Analysis of the Information Presented in the Pay Versus Performance Table
| Compass, Inc. | 57 |
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, 2023 and 2024 in comparison with the Company’s Free Cash Flow over the same periods.
Analysis of the Information Presented in the Pay Versus Performance Table
| 58 | 2025 PROXY STATEMENT |