DEF 14A of Compass, Inc., Apr 3, 2026

DEF 14A of Compass, Inc.

Filed Apr 3, 2026 · FY20250001563190-26-000084

Open on EDGAR

  1. Biographies for Class II Director Nominees For a Three-Year Term to Expire in 2029

    Biographies for Class II Director Nominees For a Three-Year Term to Expire in 2029

  2. Biographies for Class II Director Nominees For a Three-Year Term to Expire in 2029

    | | Allan Leinwand Chief Technology Officer, Webflow, Inc. | | Age: 59 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) |

  3. Biographies for Class II Director Nominees For a Three-Year Term to Expire in 2029

    | Compass, Inc. | 3 |

  4. Biographies for Class II Director Nominees For a Three-Year Term to Expire in 2029

    | | Charles Phillips Co-founder & Managing Partner, Recognize Lead Independent Director, Compass, Inc. | | Age: 66 Director since: August 2020 Current term expires: 2026 Board Committees: Audit Nominating & Corporate Governance (Chair) | 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) |

  5. Biographies for Class II Director Nominees For a Three-Year Term to Expire in 2029

    | 4 | 2026 PROXY STATEMENT |

  6. Biographies for Class II Director Nominees For a Three-Year Term to Expire in 2029

    | | Pamela Thomas-Graham Founder & Chief Executive Officer, Dandelion Chandelier LLC | | Age: 62 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) |

  7. Biographies for Class II Director Nominees For a Three-Year Term to Expire in 2029

    | Compass, Inc. | 5 |

  8. Biographies for Continuing Directors

    Biographies for Continuing Directors

  9. Biographies for Continuing Directors

    | | Frank Martell President, Chief Executive Officer & Director, SmartRent, Inc. | | Age: 66 Director since: November 2021 Current term expires: 2028 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 •Extensive experience in developing and leading big data, analytics and software platforms Background: •SmartRent, Inc., a leading provider of smart technology for the multi-family rental industry, President, Chief Executive Officer (since 2025) & Director (since 2024) •loanDepot, Inc., a mortgage loan originator and servicer, President, Chief Executive Officer & Director (2022-2025) •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) Former Public Company Boards: •CoreLogic, Inc. (2017-2022) •loanDepot, Inc. (2022-2025) |

  10. Biographies for Continuing Directors

    | 6 | 2026 PROXY STATEMENT |

  11. Biographies for Continuing Directors

    | | Josh McCarter Former Chief Executive Officer, EverPro (a division of EverCommerce, Inc.) | | Age: 53 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 (September 2024-February 2026) •ShipMonk, Inc., a tech-enabled third party logistics company, Chief Executive Officer & Director (2023-2024) •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 |

  12. Biographies for Continuing Directors

    | Compass, Inc. | 7 |

  13. Biographies for Continuing Directors

    | | Robert Reffkin Founder, Chief Executive Officer & Chairman of the Board of Directors, Compass, Inc. | | Age: 46 Director since: October 2012 Current term expires: 2028 Board Committees: None | Experience, Skills and Qualifications: •Deep experience in the real estate industry Background: •Compass, Inc., a global real estate service company, 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 |

  14. Biographies for Continuing Directors

    | 8 | 2026 PROXY STATEMENT |

  15. Biographies for Continuing Directors

    | | Steven Sordello Former Chief Financial Officer, LinkedIn Corporation | | Age: 56 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) |

  16. Biographies for Continuing Directors

    | Compass, Inc. | 9 |

  17. Biographies for Continuing Directors

    | | Dawanna Williams Founder & Managing Principal, Dabar Development Partners | | Age: 57 Director since: July 2022 Current term expires: 2028 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) |

  18. 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.

  19. Biographies for Continuing Directors

    | 10 | 2026 PROXY STATEMENT |

  20. Biographies for Continuing Directors

    Our Corporate Governance and Board of Directors

  21. 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 our commitment to transparency, accountability, independence and inclusion. •All directors are independent, except our CEO •Lead independent director elected by independent directors, with significant responsibilities •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 •Prohibition on hedging transactions by employees, including executive officers, and directors •Pledging transactions subject to approval by our Chief Legal Officer •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

  22. 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.

  23. Board of Directors Composition

    | Compass, Inc. | 11 |

  24. Our Board of Directors

    Our Board of Directors

  25. 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. | ✓ | 59 | 2022 | 2026 | None | | M | | | Frank Martell President and Chief Executive Officer, SmartRent, Inc. | ✓ | 66 | 2021 | 2028 | SmartRent, Inc. | C | M | | | Josh McCarter Former Chief Executive Officer, EverPro | ✓ | 53 | 2022 | 2027 | None | | | M | | Charles Phillips Co-Founder and Managing Partner, Recognize and Lead Independent Director, Compass, Inc. | ✓ | 66 | 2020 | 2026 | American Express Company | M | | C | | Robert Reffkin Founder, Chairman and Chief Executive Officer, Compass, Inc. | X | 46 | 2012 | 2028 | None | | | | | Steven Sordello Former Chief Financial Officer, LinkedIn | ✓ | 56 | 2020 | 2027 | Atlassian Corporation | M | | M | | Pamela Thomas-Graham Founder and Chief Executive Officer, Dandelion Chandelier, LLC | ✓ | 62 | 2020 | 2026 | Bumble, Inc. and Peloton Interactive, Inc. | | C | | | Dawanna Williams Founder and Managing Principal, Dabar Development Partners | ✓ | 57 | 2022 | 2028 | ACRES Commercial Realty Corp. | M | | |

  26. Our Board of Directors

    C = Chair | M = Member

  27. Our Board of Directors

    | INDEPENDENCE | AGE |

  28. Our Board of Directors

    | 12 | 2026 PROXY STATEMENT |

  29. 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 will recommend candidates with the goal of developing an experienced and highly qualified Board representing a wide range of backgrounds, perspectives and experiences. 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 consider all candidates recommended by stockholders who comply with the foregoing procedures and satisfy the minimum qualifications for director nominees and Board member attributes.

  30. 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 compensation peer group. Cash Compensation. Under our non-employee director compensation policy, non-employee directors are entitled to receive the following annual cash compensation in respect of their services on the Board of Directors and principal committees:

  31. 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 |

  32. Director Compensation

    Each of the above fees are payable in cash unless the non-employee director elects in advance to receive their 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 with a value equal to $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. Deferred Compensation. On May 29, 2025, the Company adopted the Compass Inc. Deferred Compensation Plan for Directors & Employees (the "DCP"). The DCP is a non-qualified deferred compensation plan that allows the Company's independent directors and eligible executives selected by the Compensation Committee to defer the receipt of taxable income on up to 100% of their cash and equity director fees in a manner intended to comply with Section 409A of the Code.

  33. Director Compensation

    | Compass, Inc. | 21 |

  34. 2025 Director Compensation Table

    2025 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 2025. Mr. Reffkin was our only employee director in 2025 and received no compensation for his service as a director on the Board. Other than as set forth in the table below, during 2025, 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.

  35. 2025 Director Compensation Table

    | | Fees Earned or | Stock | | | | Paid in Cash | Awards | Total | | Name | ($)(1) | ($)(2) | ($) | | Allan Leinwand | 57,500 | 206,788 | 264,288 | | Frank Martell | 77,500 | 206,788 | 284,288 | | Josh McCarter | 55,000 | 206,788 | 261,788 | | Charles Phillips | 120,000 | 206,788 | 326,788 | | Steven Sordello | 65,000 | 206,788 | 271,788 | | Pamela Thomas-Graham | 65,000 | 206,788 | 271,788 | | Dawanna Williams | 60,000 | 206,788 | 266,788 | | (1) The amounts in this column reflect the cash fees earned by each non-employee director in 2025, including, to the extent applicable, any cash amounts elected to be deferred pursuant to the DCP, without regard to any such election. In 2025, Mr. Martell elected to defer a portion of his 2025 annual cash fees pursuant to the DCP. None of our other non-employee directors elected to defer amounts under the DCP during 2025. In 2025, Mr. Sordello elected to receive 11,092 RSUs in lieu of his $65,000 aggregate cash fees. None of our other non-employee directors elected to receive RSUs in lieu of cash during 2025. (2) Each non-employee director was granted an annual equity award of 35,288 RSUs on May 22, 2025. 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 aggregate grant date fair value of the applicable non-employee director's stock award, calculated in accordance with ASC 718. For additional information, see Notes 2 and 13 to our consolidated financial statements included in our Annual Report. | | | |

  36. 2025 Director Compensation Table

    The aggregate number of unvested stock awards and the aggregate number of unexercised option awards outstanding as of December 31, 2025 for our non-employee directors were as follows:

  37. 2025 Director Compensation Table

    | Name | Unvested Stock Awards | Unexercised Option Awards | | Allan Leinwand | 35,288 | – | | Frank Martell | 35,288 | – | | Josh McCarter | 35,288 | – | | Charles Phillips | 35,288 | 194,460 | | Steven Sordello | 40,834 | 194,460 | | Pamela Thomas-Graham | 35,288 | 167,588 | | Dawanna Williams | 35,288 | – |

  38. 2025 Director Compensation Table

    | 22 | 2026 PROXY STATEMENT |

  39. 2025 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 Corporate 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 Chief Legal Officer for his determination of the approval under the policy. Our Chief Legal Officer 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 Chief Legal Officer, 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 2025.

  40. 2025 Director Compensation Table

    | Compass, Inc. | 23 |

  41. 2025 Director Compensation Table

    Corporate Responsibility Highlights

  42. Design

    Design The Compensation Committee reviews our executive compensation program on an annual basis and seeks to align our executive compensation philosophy and program with those of leading U.S. publicly-traded real estate and technology companies while retaining a necessary measure of flexibility to help achieve the Company's strategic objectives and to account for individual performance and contributions. Our executive compensation program is based on three principles: provide a simple and transparent structure for executive compensation, tie executive compensation to a specific set of Company performance metrics and reward individual performance and contributions. Our 2025 compensation program consisted of the following: (i) a competitive base salary, (ii) a short-term incentive program, under which cash performance bonuses were determined based on the Company's financial performance and individual performance and contributions, and (iii) a long-term incentive program, under which the Company grants equity awards. In 2025, we paid base salaries to compensate our executive officers for their day-to-day responsibilities at levels that we felt were necessary to retain executive talent. However, we believe that placing a strong emphasis on equity compensation and performance cash bonuses linked to achievement of Company and individual performance goals aligns with our entrepreneurial spirit and incentivizes our executive officers to maximize stockholder value by pursuing strategic opportunities that advance our strategic objectives.

  43. Our Compensation Best Practices

    | | WHAT WE DO | | ●Maintain an Independent Compensation Committee and Compensation Consultant. Our Compensation Committee is comprised solely of independent directors. Additionally, our Compensation Committee has engaged its own compensation consultant, Semler Brossy Consulting Group, LLC ("Semler Brossy"), to provide information, analysis, and other advice on executive compensation and is independent of management. ●Annual Executive Compensation Review. Our Compensation Committee conducts an annual review and approval of our executive compensation strategy, including a review and determination of our compensation peer group used for comparative purposes, and an annual review of our compensation-related risk profile to ensure that our executive compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the Company. ●Pay for Performance. We emphasize a pay-for-performance philosophy to align the long-term interests of our executive officers with those of our stockholders. A substantial portion of total compensation for our executive officers is "at risk" in the form of performance cash bonus and equity. The executive officers' cash bonus is intended to recognize and incentivize achievement of short-term strategic objectives while the equity awards foster achievement of long-term strategic objectives. ●Stock Ownership Guidelines. We expect our executive officers to acquire and retain a meaningful ownership position in shares of our common stock. ●Succession Planning. We periodically review the risks associated with our key executive officer positions to ensure adequate succession plans are in place. ●Clawback Policy. We maintain a clawback policy to recover incentive compensation in certain circumstances. | |

  44. Our Compensation Best Practices

    | | WHAT WE DO NOT DO | | ●No "Single-Trigger" Change in Control Severance Payments or Benefits. We do not provide "single-trigger" change in control severance payments or benefits to our NEOs. ●No Change in Control Gross Ups. We do not have any agreements that provide reimbursement or gross-ups for excise taxes on payments or benefits received as a result of a change in control. ●No Hedging of our Equity Securities. Our insider trading policy prohibits our employees, including our NEOs, and our directors from hedging our securities. ●No Significant Executive Perquisites. We do not provide significant recurring perquisites or other personal benefits to our executive officers, except as generally made available to all our employees, or in limited circumstances that serve a reasonable business purpose. | |

  45. Components of 2025 NEO Compensation

    | Category | Form of Payment | Pay Period | Objectives and Determination Factors | | Base Salary | Cash | Ongoing | ●Compensates for day-to-day responsibilities ●Based upon each executive’s skills, experience, performance, value in the marketplace and criticality of the role | | Short-Term Incentive | Cash | One year | ●Drives achievement of key Company short-term goals and objectives, as well incentivizes and rewards for Company and individual performance and achievements ●Based on the Company's annual financial performance and each executive’s annual performance and contributions | | Long-Term Incentive | Time-based RSUs and PSUs | Four years | •Encourages executives to achieve long-term strategic objectives and promote long-term stockholder value creation and alignment of executives’ and stockholders’ interests •Based upon each executive’s role and individual contributions they make to achieving long-term strategic objectives |

  46. Continued Emphasis on Long-Term Incentives and Meaningful At-Risk Compensation

    Continued Emphasis on Long-Term Incentives and Meaningful At-Risk Compensation •Long-term incentive compensation, consisting of equity awards, was the largest component of each NEO’s total compensation during 2025. •Approximately 92% of Mr. Reffkin's and approximately 87% of our non-CEO NEOs' compensation* was meaningfully at-risk.

  47. Continued Emphasis on Long-Term Incentives and Meaningful At-Risk Compensation

    | * Long-term incentive compensation for our non-CEO NEOs does not include awards granted to Mr. Wahlers prior to his appointment as CFO, the Pulled Forward Awards (as defined below), or amounts payable to Mr. Serwin under his separation agreement, as none of these amounts were considered part of the applicable executive's total target compensation mix in 2025. |

  48. Continued Emphasis on Long-Term Incentives and Meaningful At-Risk Compensation

    | Compass, Inc. | 35 |

  49. CEO Compensation Structure

    CEO Compensation Structure Our independent directors review Mr. Reffkin's total compensation annually as part of the annual CEO performance review. With the objective of providing market-based CEO compensation, Mr. Reffkin's 2025 target annual total compensation of $10.8 million was approved by the independent directors, based on the recommendations of the Compensation Committee and discussion with the independent compensation consultant, Semler Brossy, with target total cash compensation of $1.8 million consisting of a $900,000 annual base salary and a payout target of $900,000 under the Cash Performance Bonus Program (as defined below), and target equity compensation consisting of a time-based RSU award with a value of $9 million, vesting annually over a four-year period (subject to continued employment). Mr. Reffkin's 2025 time-based RSU award (the "CEO 2025 Annual Award") was granted on January 1, 2025. Mr. Reffkin did not participate in the other long-term incentive programs discussed in this Compensation Discussion and Analysis and did not receive any other equity awards in 2025.

  50. Base Salary

    Base Salary We provide base salary as a fixed source of compensation for our NEOs for their day-to-day responsibilities, allowing them a degree of certainty while having a significant portion of their compensation at risk in the form of short-term and long-term incentives, which are contingent on future performance. Our Compensation Committee recognizes the importance of base salaries as an element of compensation that can help attract and retain talented and experienced executive officers. In determining base salaries, our independent directors, based on the recommendations from the Compensation Committee, with respect to the CEO's salary, and the Compensation Committee, with input from members of our management, including our CEO (except with respect to the CEO's own base salary), and Semler Brossy, considers market competitive base salaries, each NEO’s role criticality relative to others at the Company, and any other factors deemed relevant by the Compensation Committee. Our Compensation Committee reviews base salaries of our NEOs periodically and makes adjustments as it deems appropriate. Based on the results of a peer group benchmarking review, our independent directors, based on the recommendation of the Compensation Committee, with respect to the CEO, and the Compensation Committee, with respect to our non-CEO NEOs, determined to make no changes to our NEOs' base salaries, as reflected in the below table. Our NEOs’ base salaries as of December 31, 2024 and 2025 were as follows:

  51. Short-Term Incentives

    Short-Term Incentives We use cash incentives to drive achievements of the Company's key short-term performance goals and objectives as well as to incentivize and reward our NEOs for Company-wide and individual annual performance and achievements. Our NEOs participate in our annual cash performance bonus program (the "Cash Performance Bonus Program"), under which they are eligible to receive annual cash bonuses ("Cash Performance Bonuses"). In the beginning of each fiscal year, our independent directors, based on the recommendations from the Compensation Committee, with respect to the CEO, and the Compensation Committee, with respect to the non-CEO NEOs, establish payout targets, performance metrics and performance levels as well as individual performance objectives for the Cash Performance Bonus Program after reviewing the Company’s annual budget and financial and strategic plans.

  52. Short-Term Incentives

    | 36 | 2026 PROXY STATEMENT |

  53. Short-Term Incentives

    Based on the results of a peer group benchmarking review, our independent directors, based on the recommendation of the Compensation Committee, with respect to the CEO, and the Compensation Committee, with respect to our non-CEO NEOs, determined to make no changes to our NEOs' payout targets, as reflected in the below table. For 2024 and 2025, the following payout targets were set for the NEOs under the Cash Performance Bonus Program:

  54. Short-Term Incentives

    | | 2025 | 2025 | 2024 | Change from 2024 | | NEO | Target Bonus ($) | (% of Base Salary) | (% of Base Salary) | (% of Base Salary) | | Robert Reffkin | 900,000 | 100% | 100% | — | | Scott Wahlers(1) | 500,000 | 100% | N/A | N/A | | Bradley Serwin(2) | 200,000 | 44% | 44% | — | | Kalani Reelitz(3) | 500,000 | 100% | 100% | — | | (1) Mr. Wahlers' target was prorated based on his service before and after becoming CFO, resulting in a total 2025 target bonus of $324,452. His target prior to becoming CFO was $225,000 while his target as CFO was $500,000. Mr. Wahlers did not participate in the Cash Performance Bonus Program in 2024. (2) Mr. Serwin received his Cash Performance Bonus in respect of 2025 in accordance with the terms of his separation agreement. See "Potential Payments Upon Termination or Change in Control—Termination Events in 2025—Bradley Serwin". (3) Mr. Reelitz resigned effective August 22, 2025, and therefore he did not receive a Cash Performance Bonus in respect of fiscal year 2025. | | | | |

  55. Short-Term Incentives

    For 2025, the following metrics and performance levels were set for the NEOs under the Cash Performance Bonus Program (each of which can result in a payout between 0% to 200% of target):

  56. Short-Term Incentives

    | Weighting | Metrics | | 75% | Free Cash Flow(1) | | 25% | Discretionary Individual Performance | | (1) Definitions and a reconciliation of GAAP to non-GAAP measures can be found in the "Annex". | |

  57. Short-Term Incentives

    | Free Cash Flow | | | | Performance Level | Payout as % of Target | Free Cash Flow Metrics (in millions) | | Threshold | 0% | $18.5 | | Target | 100% | $88.5 | | Maximum | 200% | $158.5 |

  58. Short-Term Incentives

    In determining the actual 2025 payouts under the Cash Performance Bonus Program, our independent directors, based on recommendations from the Compensation Committee, with respect to the CEO, and the Compensation Committee, with respect to the non-CEO NEOs, considered a number of factors, including the following:

  59. Discretionary Individual Performance (25% Weighting)

    | 2025 Short Term Incentive Payout | | | | | | | | Metric | Actual Performance | Component Weighting | Earned % Range | Participant | Earned Percentage(1) | Earned Cash Performance Bonus ($) | | Free Cash Flow (in millions) | $203.3 | 75% | 150% | Robert Reffkin | 200% | 1,800,000 | | Discretionary Individual Performance(1) | 100%-200% | 25% | 25%-50% | Scott Wahlers(2) | 200% | 648,904 | | Total Earned Range | | | 175% - 200% | Bradley Serwin(3) | 175% | 350,000 | | | | | | Kalani Reelitz(4) | N/A | N/A | | (1) Each NEO's performance was evaluated individually based on various factors, including but not limited to the factors described above. For 2025, each of Messrs. Reffkin’s and Wahlers’ individual performance was determined to be achieved at 200% of target, Mr. Serwin’s individual performance was determined to be achieved at target. (2) Mr. Wahlers' target was prorated based on his service before and after becoming CFO, resulting in a total 2025 target bonus of $324,452. Mr. Wahlers' target prior to becoming CFO was $225,000 while his target as CFO is $500,000. (3) Mr. Serwin received his payout in accordance with the terms of his separation agreement. See "Potential Payments Upon Termination or Change in Control—Termination Events in 2025—Bradley Serwin". (4) Mr. Reelitz resigned effective August 22, 2025, and therefore he did not receive a Cash Performance Bonus in respect of fiscal year 2025. | | | | | | |

  60. Long-Term Incentives

    Long-Term Incentives We use equity awards as a key component of our total compensation package for our NEOs and the primary vehicle for their long-term incentives. Equity awards are designed to encourage high performance by, and long-term tenure of, NEOs, thereby aligning NEOs’ interests with the interests of our stockholders. 2025 Annual Equity Program Messrs. Reelitz and Serwin participated in our annual equity program (the "Annual Equity Program"), under which they were eligible to receive time-based equity awards in the form of RSUs ("Annual RSU Awards"). In March 2025, the Compensation Committee approved the following Annual RSU Awards for Messrs. Reelitz and Serwin based on their individual performance in 2024:

  61. Long-Term Incentives

    | | | RSUs Granted | Approved RSU Value(1) | Grant Date Fair Value | | Non-CEO NEO | Grant Date | (# of shares) | ($) | ($) | | Bradley Serwin | 3/24/2025 | 188,902 | 1,600,000 | 1,815,348 | | Kalani Reelitz(2) | 3/24/2025 | 247,933 | 2,100,000 | 2,382,636 | | (1) The values in this table differ from the values disclosed in the Stock Awards column in the "Summary Compensation" table and the "Grants of Plan-Based Awards in 2025" table and reflect the dollar amounts that were approved by the Compensation Committee and used to determine the number of RSUs underlying the awards. The grant date was March 24, 2025 and the number of RSUs was determined by dividing the dollar amounts by the trailing 30-day average closing price of our Class A common stock ending on, and including, March 24, 2025 ($8.7640) (the "2025 Award PPS"). The values disclosed in the Stock Awards column the "Summary Compensation" table and the "Grants of Plan-Based Awards in 2025" table were calculated by multiplying the number of RSUs by the closing price of our Class A common stock on the grant date ($9.61) ("2025 Award Grant Date PPS"). Accordingly, the higher values disclosed in the "Summary Compensation" table and the "Grants of Plan-Based Awards in 2025" table reflect the fact that the 2025 Award Grant Date PPS was higher than the 2025 Award PPS. (2) Mr. Reelitz forfeited any RSUs that were not vested upon his resignation with the Company effective August 22, 2025. | | | | |

  62. Long-Term Incentives

    From 2022 to 2024, we committed to grant annual RSU awards to Messrs. Reelitz and Serwin as four equal, separate awards over a four year period, with each award vesting over a one-year period, in order to reduce the impact of stock price volatility on the number of shares available for grant under our 2021 EIP. Starting in 2025, we reverted that practice and began to grant annual RSU awards as one award vesting over a four-year period, subject to continued employment. Additionally, the Compensation Committee determined that it was advisable to grant all remaining ungranted tranches of the committed annual RSU awards in the spring of 2025 (the "Pulled Forward Awards"). See the "Grants of Plan Based Awards in 2025" table for additional information about each of the Pulled Forward Awards granted to Messrs. Reelitz and Serwin. CEO 2025 Annual Award As described in more detail under "—Components of 2025 NEO Compensation—CEO Compensation Structure" above, the Board approved the CEO 2025 Annual Award in 2025.

  63. Long-Term Incentives

    | | | | Approved RSU Value | RSUs Granted | Grant Date Fair Value(1) | | NEO | Award | Grant Date | ($) | (# of shares) | ($) | | Robert Reffkin | CEO 2025 Annual Award | 1/1/2025 | 9,000,000 | 1,359,865 | 7,955,210 | | (1) The value in this table differs from the values disclosed in the Stock Awards column in the "Summary Compensation" table and the "Grants of Plan-Based Awards in 2025" table and reflects the dollar amount that was approved by the independent directors and used to determine the number of RSUs underlying the award. The number of RSUs was determined by dividing the dollar amount by the trailing 30-day average closing price of Class A common stock ending on, and including, December 31, 2024 ($6.6183) (the "Award PPS"). The values disclosed in the Stock Awards column the "Summary Compensation" table and the "Grants of Plan-Based Awards in 2025" table were calculated by multiplying the number of RSUs by the closing price of Class A common stock on the grant date ($5.85) ("Grant Date PPS"). Accordingly, the lower values disclosed in the "Summary Compensation" table and the "Grants of Plan-Based Awards in 2025" table reflect the fact that the Grant Date PPS was lower than the Award PPS. | | | | | |

  64. Long-Term Incentives

    | Compass, Inc. | 39 |

  65. Long-Term Incentives

    CFO 2025 Annual, Transition and Promotion Awards Mr. Wahlers did not participate in the Annual Equity Program in 2025 and historically received annual equity awards, each with one year of vesting, pursuant to his amended offer letter from 2022 (each, a “Annual Award”). In May 2025, the Company changed Mr. Wahlers’ equity compensation from annual awards with a one-year vesting schedule to annual awards with a four-year ratable vesting schedule to better promote executive retention. To mitigate the 'cliff' in realized compensation during this change, the Compensation Committee approved a one-time award for Mr. Wahlers that vests over quarterly periods through December 2029 (the “Transition Award”). In addition, in August 2025, Mr. Wahlers received an award in connection with his appointment as the Company’s CFO (the “Promotion Award”). The below table provides additional information with respect to all time-based equity awards that Mr. Wahlers received in 2025:

  66. Long-Term Incentives

    | | | | Approved RSU Value(1) | RSUs Granted | Grant Date Fair Value | | NEO | Award | Grant Date | ($) | (# of shares) | ($) | | Scott Wahlers | Promotion Award(1)(2) | 8/25/2025 | 2,500,000 | 316,724 | 3,018,380 | | | Transition Award(3) | 5/9/2025 | N/A | 304,383 | 1,902,394 | | | Annual Award(1)(4) | 1/27/2025 | 1,250,000 | 199,744 | 1,402,203 | | (1) The Approved RSU Value in this table differs from the values disclosed in the Stock Awards column in the "Summary Compensation" table and the "Grants of Plan-Based Awards in 2025" table and reflects the dollar amount that was approved by the Compensation Committee and used to determine the number of RSUs underlying the award. | | | | | | | (2) The number of RSUs was determined by dividing the dollar amount by the trailing 30-day average closing price of Class A common stock ending on, and including, August 25, 2025 ($7.8933) (the "Award PPS"). The values disclosed in the Stock Awards column the "Summary Compensation" table and the "Grants of Plan-Based Awards in 2025" table were calculated by multiplying the number of RSUs by the closing price of Class A common stock on the grant date ($9.53) ("Grant Date PPS"). Accordingly, the higher values disclosed in the "Summary Compensation" table and the "Grants of Plan-Based Awards in 2025" table reflect the fact that the Grant Date PPS was higher than the Award PPS. | | | | | | | (3) The number of RSU determination date was the same as the grant date, accordingly, the closing price of Class A common stock on the grant date ($6.25) is the same as the approved RSU value of the award (which was not linked to a cash value but denominated in a number of shares). | | | | | | | (4) The number of RSUs was determined by dividing the dollar amount by the trailing 30-day average closing price of Class A common stock ending on, and including, January 27, 2025 ($6.2580) (the "Award PPS"). The values disclosed in the Stock Awards column the "Summary Compensation" table and the "Grants of Plan-Based Awards in 2025" table were calculated by multiplying the number of RSUs by the closing price of Class A common stock on the grant date ($7.02) ("Grant Date PPS"). Accordingly, the higher values disclosed in the "Summary Compensation" table and the "Grants of Plan-Based Awards in 2025" table reflect the fact that the Grant Date PPS was higher than the Award PPS. | | | | | |

  67. Long-Term Incentives

    Special 2025 Performance-Based Equity Awards On July 24, 2025, each of our non-CEO NEOs were granted a special performance-based RSU award (each, a "PSU Award"), with vesting subject to both service requirements and achievement of each of the financial metrics and the stock price condition set forth below:

  68. Long-Term Incentives

    | Financial Metrics | Non-GAAP OPEX of $1,042 million or less in 2025(1) Net Principal Agent Adds Average greater than or equal to 300 per quarter in 2025(2) | | Stock Price | Stock price is greater than or equal to $10.5750 in any 30 trading-day window(3) | | Service Requirement | Mr. Wahlers: 50% on each of August 15, 2025 and 2027 Messrs. Serwin and Reelitz: 25% on each of May 15 of 2026, 2027, 2028 and 2029 | | (1) This metric is achieved if Non-GAAP operating expenses ("OPEX") for fiscal year 2025 are $1,042 million or less. See "Annex" for definitions and a reconciliation of GAAP to Non-GAAP measures. (2) This metric is achieved if the Company adds an average of 300 or more Principal Agents on a net basis per quarter in fiscal year 2025. (3) This metric is achieved if the volume-weighted average stock price reaches $10.5750 in any 30 trading-day-window period. | |

  69. Long-Term Incentives

    | 40 | 2026 PROXY STATEMENT |

  70. Long-Term Incentives

    Our non-CEO NEOs’ PSU Awards granted during 2025 were as follows:

  71. Long-Term Incentives

    | | Grant Date | RSUs Granted | Approved RSU Value(1) | Grant Date Fair Value | | NEO | | (# of shares) | ($) | ($) | | Scott Wahlers | 7/24/2025 | 70,921 | 750,000 | 438,292 | | Bradley Serwin | 7/24/2025 | 70,921 | 750,000 | 438,292 | | Kalani Reelitz(2) | 7/24/2025 | 94,562 | 1,000,000 | 584,393 | | (1) The value in this table differs from the values disclosed in the Stock Awards column in the "Summary Compensation" table and the "Grants of Plan-Based Awards in 2025" table and reflects the dollar amount that was approved by the Compensation Committee and used to determine the number of RSUs underlying the award. The grant date was July 24, 2025 and the number of RSUs was determined by dividing the dollar amount by 300% of the trailing 30-day average closing price of our Class A common stock ending on, and including, July 18, 2023 ($10.5750) (the "Award PPS"). The values disclosed in the Stock Awards column in the "Summary Compensation" table and the "Grants of Plan-Based Awards in 2025" table were calculated by multiplying the number of RSUs by the closing price of our Class A common stock on the grant date ($6.18) ("Grant Date PPS"). Accordingly, the lower values disclosed in the "Summary Compensation" table and the "Grants of Plan-Based Awards in 2025" table reflect the fact that the Grant Date PPS was lower than the Award PPS. (2) Mr. Reelitz forfeited the PSU Award upon his resignation with the Company effective August 22, 2025. | | | | |

  72. Long-Term Incentives

    In determining the number of shares underlying each PSU Award, the performance metrics and the stock price condition applicable to such grants, the Compensation Committee, based on recommendations from the CEO, considered the following: ●the need to provide a long-term incentive to satisfy retention objectives; ●the need to encourage our non-CEO NEOs to achieve certain Company-wide long-term financial and strategic objectives; ●the need to promote long-term stockholder value creation and alignment of non-CEO NEOs’ and stockholders’ interests; and ●each non-CEO NEO's role and individual contributions they make to achieve the Company’s long-term financial and strategic objectives. The Compensation Committee determined that the PSU Award stock price condition and the financial metrics for fiscal year 2025 had been satisfied in February 2026 and March 2026, respectively. Accordingly, the PSU Awards began vesting in March 2026, in accordance with the applicable service requirements set forth above.

  73. Agreements with Our NEOs

    Agreements with Our NEOs We have entered into offer letters with our NEOs. Pursuant to these offer letters, each NEO is an "at-will" employee, receives a base salary, has the opportunity to earn short-term and long-term incentives, and is eligible to receive our standard employee benefits. Our NEOs also execute other standard form agreements, including a proprietary information, inventions, and arbitration agreement, an indemnification agreement and a change in control and severance agreement. The change in control and severance agreements provide for payments and benefits to the NEO upon a qualifying termination of employment in connection with a change in control. Our CEO's change in control and severance benefits are described in his letter agreement and differ from our non-CEO NEOs' benefits. See "Potential Payments upon Termination or Change in Control" for more information.

  74. How Our Compensation is Determined

    | Role of Management | Evaluate and recommend to the Compensation Committee our non-CEO NEOs' compensation | | Role of Compensation Committee | Oversee our executive compensation program, including the determination of the individual and Company goals and objectives applicable to the compensation of our NEOs, recommendations and approvals as to the form and amount of executive compensation to be paid or awarded to our NEOs (other than our CEO, whose compensation is determined and approved by the full Board of Directors upon the Compensation Committee’s recommendations) | | Role of Compensation Consultant | Advise the Compensation Committee with respect to (i) executive compensation, (ii) negotiation of new hire packages, (iii) trends in executive compensation market, and (iv) the design and operation of the executive compensation program | | Role of Peer Group | NEO compensation is benchmarked against our peer group and provides a meaningful input to our compensation policies and practices in order for us to remain competitive |

  75. Role of Compensation Consultants

    Role of Compensation Consultants Our independent compensation consultant, Semler Brossy, advises the Compensation Committee with respect to NEO compensation, negotiation of new hire packages, trends in the executive compensation market, and design and operation of the executive compensation program. Semler Brossy reports directly to the Compensation Committee and may also meet with members of management for purposes of gathering information on proposals that management may make to the Compensation Committee. The Compensation Committee has considered the independence of Semler Brossy, consistent with the requirements of NYSE, and has determined that Semler Brossy is independent. Semler Brossy does not provide any services to us other than the services provided to the Compensation Committee. The decision to engage Semler Brossy as an independent compensation consultant to provide such services was not made, or recommended by, management of the Company.

  76. Role of Peer Group

    Role of Peer Group With the assistance of Semler Brossy, the Compensation Committee annually benchmarks our executive compensation levels and policies and practices compared to our peer group companies, which are set forth below. While our Compensation Committee does not establish compensation levels solely based on a review of competitive data, it believes such data is a meaningful input to our compensation levels, policies and practices in order to attract and retain qualified NEOs. Periodically, our Compensation Committee reviews the selection of our peer group companies and makes adjustments as it deems necessary. Our peer group companies include traditional real estate brokerages and companies that provided services related to real estate and technology. In deciding whether a company should be included in our peer group, the Compensation Committee generally considered industry/line of business, revenue, EBITDA, market capitalization and whether we compete with the company for executive talent. Each company in our peer group was chosen based on one or more of those factors, but not all factors were relevant for every peer group company. Our peer group companies for purposes of setting 2025 compensation were as follows:

  77. Role of Peer Group

    | Anywhere Real Estate Inc. (HOUS) | Opendoor Technologies Inc. (OPEN) | Rocket Companies, Inc. (RKT) | | eXp World Holdings, Inc. (EXPI) | Radian Group Inc (RDN) | Stewart Information Services Corp (STC) | | First American Financial Corp (FAF) | Redfin Corp (RDFN) | Zillow Group, Inc. (ZG) |

  78. Role of Peer Group

    The Compensation Committee did not make any changes to our peer group companies for 2026 executive compensation determinations. However, due to its acquisition by us in 2026, Anywhere Real Estate Inc. will no longer be a member of our peer group on a go-forward basis. Additionally, Redfin Corp was acquired by Rocket Companies, Inc. in 2025 and 2026 is the last year that it will be a member of our peer group.

  79. 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. 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 2025, we did not award any stock options or stock appreciation rights to any of our NEOs.

  80. 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.

  81. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information regarding the compensation of our NEOs for 2025, 2024, and 2023:

  82. Summary Compensation Table

    | | | | | | | Non-Equity | | | | | | | | | Option | Incentive Plan | All Other | | | Name and | | Salary | Bonus | Stock Awards | Awards | Compensation | Compensation | Total | | Principal Position | Year | ($) | ($) (1) | ($) (2) | ($) (3) | ($) (4) | ($) (5) | ($) | | Robert Reffkin | 2025 | 900,000 | 450,000 | 7,955,210 | - | 1,350,000 | 1,250 | 10,656,460 | | Chief Executive Officer | 2024 | 900,000 | 450,000 | 12,251,990 | - | 1,350,000 | - | 14,951,990 | | | 2023 | 500,000 | 7,100,000 | - | - | - | 78,320 | 7,678,320 | | Scott Wahlers(6) | 2025 | 444,750 | 162,226 | 6,761,269 | - | 486,678 | 1,250 | 7,856,173 | | Chief Financial Officer | | | | | | | | | | Bradley Serwin(7) | 2025 | 456,923 | - | 7,358,872 | 1,380,887 | - | 1,082,747 | 10,279,429 | | Former General Counsel & Corporate Secretary | 2024 | 450,000 | 100,000 | 322,092 | - | 300,000 | - | 1,172,092 | | | 2023 | 450,000 | 75,000 | 1,087,573 | - | - | - | 1,612,573 | | Kalani Reelitz(8) | 2025 | 336,538 | - | 7,524,288 | - | - | 1,250 | 7,862,076 | | Former Chief Financial Officer | 2024 | 489,615 | 250,000 | 603,923 | - | 750,000 | - | 2,093,538 | | | 2023 | 450,000 | 100,000 | 386,950 | | - | - | 936,950 |

  83. Summary Compensation Table

    (1) The amounts in this column represent the discretionary, individual performance portion of the Cash Performance Bonuses earned by our NEOs in the applicable fiscal year and paid in the subsequent fiscal year. See "Compensation Discussion and Analysis—Components of 2025 NEO Compensation—Short-Term Incentives" section and the "Grants of Plan-Based Awards in 2025" table for additional information. Mr. Reffkin elected to defer $223,151 of the discretionary, individual performance portion of his Cash Performance Bonus in respect of 2025, which is the maximum amount permitted under the DCP. (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 aggregate grant date fair value of the stock awards granted to our NEOs in the applicable fiscal year, calculated in accordance with ASC 718. For additional information, see Notes 2 and 13 to our Annual Report. See the "Grants of Plan-Based Awards in 2025" table for additional information related to the stock awards granted in 2025. The amounts in this column for 2025 include the Pulled Forward Awards, which were part of the compensation opportunity for years prior to 2025 but were granted in 2025. The aggregate value of the Pulled Forward Awards for each applicable NEO was $5,105,232 for Mr. Serwin and $4,557,259 for Mr. Reelitz. Additionally, the amounts in this column include the grant date fair value of the PSU Awards assuming achievement of the performance conditions, since there is no threshold or maximum applicable to the PSU Awards. See "Compensation Discussion and Analysis—Components of 2025 NEO Compensation—Long-Term Incentives" for additional information. (3) The amount in this column represents incremental expense recognized in accordance with ASC 718 in connection with the modification of Mr. Serwin's previously granted option awards pursuant to the terms of his separation agreement. See "Potential Payments Upon Termination or Change in Control—Termination Events in 2025—Bradley Serwin". (4) The amounts in this column represent the non-discretionary performance portion of the Cash Performance Bonuses earned by our NEOs in the applicable fiscal year and paid in the subsequent fiscal year. Mr. Wahlers' target was prorated based on his service before and after becoming CFO, resulting in a total 2025 target bonus of $324,452. Mr. Wahlers' target prior to becoming CFO was $225,000 while his target as CFO was $500,000. Mr. Reelitz resigned effective August 22, 2025, and therefore he did not receive a Cash Performance Bonus in respect of fiscal year 2025. See "Compensation Discussion and Analysis—Components of 2025 NEO Compensation—Short-Term Incentives" section and the "Grants of Plan-Based Awards in 2025" table for additional information. Mr. Reffkin elected to defer 100% of the non-discretionary performance portion of his Cash Performance Bonus in respect of 2025 under the DCP. (5) The amounts in this column for 2025 represent the Company's matching contributions to the accounts of the NEOs in the Company's 401(k) plan during 2025. Also, for Mr. Serwin, this amount includes the following lump-sum cash severance payments, in each case payable to Mr. Serwin pursuant to the terms of his separation agreement: (i) $650,000, representing 12 months of his base salary plus his target opportunity under the Cash Performance Bonus Program for 2025; (ii) $350,000, representing his Cash Performance Bonus for 2025; (iii) $37,500 in lieu of a sabbatical leave, representing four weeks of base salary; and (iv) $43,997 for health insurance, representing the premiums for continued medical benefits for 18 months. See "Potential Payments Upon Termination or Change in Control—Termination Events in 2025—Bradley Serwin". (6) Mr. Wahlers was appointed to serve as Chief Financial Officer effective August 22, 2025. Mr. Wahlers became an NEO in 2025. (7) On September 9, 2025, the Company announced that Mr. Serwin will transition from his role as the Company’s General Counsel and Corporate Secretary, effective December 31, 2025. Mr. Serwin served as General Counsel and Corporate Secretary from May 15, 2020 to December 31, 2025. (8) On July 24, 2025, Mr. Reelitz notified the Company of his intention to resign his employment with the Company, effective August 22, 2025. Mr. Reelitz served as CFO from November 15, 2022 to August 22, 2025.

  84. Summary Compensation Table

    | 48 | 2026 PROXY STATEMENT |

  85. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table sets forth certain information with respect to grants of plan-based awards granted to our NEOs during the year ended December 31, 2025:

  86. Grants of Plan-Based Awards in 2025

    | | | | | | | | | All Other | All Other | Exercise | Grant Date | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Stock Awards: | Option Awards: | or Base | Fair Value of | | | | | | | | | | Number of | Number of | Price of | Stock and | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Shares of Stock or Units | Securities Underlying Options | Option Awards | Option Awards(4) | | Name | Grant Date(1)(2) | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($) | ($) | | Robert Reffkin | | - | 675,000 | 1,350,000 | | | | | | | | | | 1/1/2025(5) | | | | | | | 1,359,865 | | | 7,955,210 | | Scott Wahlers | | - | 375,000 | 750,000 | | | | | | | | | | 1/27/2025(6) | | | | | | | 199,744 | | | 1,402,203 | | | 5/9/2025(7) | | | | | | | 304,383 | | | 1,902,394 | | | 7/24/2025(8) | | | | | 70,921 | | | | | 438,292 | | | 8/25/2025(9) | | | | | | | 316,724 | | | 3,018,380 | | Bradley Serwin | | - | 150,000 | 300,000 | | | | | | | | | | 3/17/2025(10) | | | | | | | 59,031 | | | 531,279 | | | 3/24/2025(12) | | | | | | | 188,902 | | | 1,815,348 | | | 3/24/2025(10) | | | | | | | 109,929 | | | 1,056,418 | | | 3/24/2025(10) | | | | | | | 135,146 | | | 1,298,753 | | | 5/9/2025(10) | | | | | | | 219,859 | | | 1,374,119 | | | 5/9/2025(10) | | | | | | | 135,146 | | | 844,663 | | | 7/24/2025(8) | | | | | 70,921 | | | | | 438,292 | | | 12/31/2025(11) | | | | | | | | 552,360 | 6.44 | 1,042,138 | | | 12/31/2025(11) | | | | | | | | 162,050 | 6.88 | 338,749 | | Kalani Reelitz | | - | 375,000 | 750,000 | | | | | | | | | | 3/24/2025(12) | | | | | | | 247,933 | | | 2,382,636 | | | 3/24/2025(10) | | | | | | | 206,117 | | | 1,980,784 | | | 5/9/2025(10) | | | | | | | 412,236 | | | 2,576,475 | | | 7/24/2025(8) | | | | | 94,562 | | | | | 584,393 |

  87. Grants of Plan-Based Awards in 2025

    (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. (3) The amounts reported in these columns represent the non-discretionary portion of Cash Performance Bonuses granted to our NEOs under the Cash Performance Bonus Program in 2025. Mr. Wahlers' target was prorated based on his service before and after becoming CFO, resulting in a total 2025 target bonus of $324,452. Mr. Wahlers' target prior to becoming CFO was $225,000 while his target as CFO was $500,000. Mr. Reelitz resigned effective August 22, 2025, and therefore he did not receive a Cash Performance Bonus in respect of fiscal year 2025. Mr. Serwin's Cash Performance Bonus was paid pursuant to his separation agreement with the Company. See "Compensation Discussion and Analysis—Components of 2025 NEO Compensation—Short-Term Incentives" for additional information and the "Non-equity Incentive Compensation Plan" column of the "Summary Compensation" table for actual 2025 payouts for Messrs. Reffkin and Wahlers and the "All Other Compensation" column for Mr. Serwin. (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 grant date fair value of the stock awards granted to our NEOs in 2025, 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. (5) CEO 2025 Annual Award. See "Compensation Discussion and Analysis—Components of 2025 NEO Compensation—Long-Term Incentives—CEO 2025 Equity Awards" for additional information. (6) Annual Award. See "Compensation Discussion and Analysis—Components of 2025 NEO Compensation—Long-Term Incentives—CFO 2025 Annual, Transition and Promotion Awards" for additional information. (7) Transition Award. See "Compensation Discussion and Analysis—Components of 2025 NEO Compensation—Long-Term Incentives—CFO 2025 Annual, Transition and Promotion Awards" for additional information.

  88. Grants of Plan-Based Awards in 2025

    | Compass, Inc. | 49 |

  89. Grants of Plan-Based Awards in 2025

    (8) PSU Award. See "Compensation Discussion and Analysis—Components of 2025 NEO Compensation—Long-Term Incentives—Special 2025 Performance-Based Equity Awards" for additional information. (9) Promotion Award. See "Compensation Discussion and Analysis—Components of 2025 NEO Compensation—Long-Term Incentives—CFO 2025 Annual, Transition and Promotion Awards" for additional information. (10) Pulled Forward Award. See "Compensation Discussion and Analysis—Components of 2025 NEO Compensation—Long-Term Incentives—2025 Annual Equity Program" for additional information. (11) The amount reported does not reflect a new equity grant, but represents the incremental fair value of award modifications to Mr. Serwin’s outstanding vested stock options deemed to have occurred in connection with Mr. Serwin's termination of employment, as computed in accordance with FASB ASC Topic 718, which extended the exercise period of his options until December 31, 2029. No new option awards were granted in 2025. See "Potential Payments Upon Termination or Change in Control—Termination Events in 2025—Bradley Serwin". (12) Annual RSU Award. See "Compensation Discussion and Analysis—Components of 2025 NEO Compensation—Long-Term Incentives—2025 Annual Equity Program" for additional information.

  90. Grants of Plan-Based Awards in 2025

    | 50 | 2026 PROXY STATEMENT |

  91. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table presents certain information regarding outstanding equity awards held by our NEOs as of December 31, 2025.

  92. Outstanding Equity Awards at Fiscal Year-End 2025

    | | Option Awards | | | | | 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 | | (#) | (#) | ($) | | (#) | ($)(1) | (#) | ($)(1) | | Robert Reffkin | 1/1/2024(2) | | | | | 2,443,881 | 25,831,822 | | | | | 1/1/2025(3) | | | | | 1,359,865 | 14,373,773 | | | | Scott Wahlers | 3/28/2019 | 224,130 | – | 5.16 | 3/27/2029 | | | | | | | 3/28/2019 | 19,370 | – | 5.16 | 3/27/2029 | | | | | | | 4/17/2019 | 32,660 | – | 5.16 | 4/16/2029 | | | | | | | 2/10/2020 | 16,870 | – | 6.44 | 2/9/2030 | | | | | | | 2/10/2020 | 15,540 | – | 6.44 | 2/9/2030 | | | | | | | 7/18/2023(4) | | | | | | | 22,695 | 239,886 | | | 5/9/2025(5) | | | | | 304,383 | 3,217,328 | | | | | 7/24/2025(6) | | | | | | | 70,921 | 749,635 | | | 8/25/2025(7) | | | | | 290,331 | 3,068,799 | | | | Bradley Serwin | 5/29/2020 | 552,360 | – | 6.44 | 12/31/2029 | | | | | | | 10/27/2020 | 162,050 | – | 6.88 | 12/31/2029 | | | | | | | 8/17/2023(4) | | | | | | | 42,553 | 449,785 | | | 3/17/2025(8) | | | | | 14,758 | 155,992 | | | | | 3/24/2025(9) | | | | | 153,484 | 1,622,326 | | | | | 3/24/2025(8) | | | | | 27,483 | 290,495 | | | | | 3/24/2025(8) | | | | | 33,787 | 357,129 | | | | | 5/9/2025(10) | | | | | 219,859 | 2,323,910 | | | | | 5/9/2025(11) | | | | | 135,146 | 1,428,493 | | | | | 7/24/2025(6) | | | | | | | 70,921 | 749,635 | | Kalani Reelitz | –(12) | – | – | – | – | – | – | – | – |

  93. Outstanding Equity Awards at Fiscal Year-End 2025

    (1) Amounts are calculated by multiplying the number of shares shown in the table by $10.57, the closing price per share of Class A common stock as of December 31, 2025, the last trading day of fiscal 2025. (2) These RSUs vest as to 25% of the total shares annually from January 1, 2025 through January 1, 2028, subject to continued service on each vesting date. (3) These RSUs vest as to 25% of the total shares annually from January 1, 2026 through January 1, 2029, subject to continued service on each vesting date. (4) These PSUs are subject to a financial metric and a stock price condition, as well as a minimum service requirement. The financial metric and the stock price condition were achieved at 100% performance level and were certified by the Compensation Committee on March 22, 2025 with respect to the financial metric and on April 29, 2025 with respect to the stock price condition. These PSUs vest as to 100% on August 15, 2027, subject to continued service on each vesting date. (5) These RSUs vest as to 36,895 shares on March 15, 2026; 27,671 shares on each of June 15 and September 15, 2026; 27,672 shares on December 15, 2026; 23,243 shares on March 15, 2027; 23,244 shares on each of June 15, September 15, and December 15, 2027; 15,864 shares on March 15, 2028; and 15,865 shares on each of June 15, September 15, and December 15, 2028; and 7,010 shares on each of March 15, June 15, September 15, and December 15, 2029, subject to continued service on each vesting date. (6) These PSUs are subject to a financial metric and a stock price condition, as well as a minimum service requirement, which provides for vesting of 50% of these awards on each of August 15, 2025 and 2027 (for Mr. Wahlers) and 25% of these awards on each of May 15, 2026, 2027, 2028 and 2029 (for Mr. Serwin), subject to continued service on each vesting date. See "Compensation Discussion and Analysis—Components of 2025 NEO Compensation—Long-Term Incentives—Special 2025 Performance-Based Equity Awards" for additional details.

  94. Outstanding Equity Awards at Fiscal Year-End 2025

    | Compass, Inc. | 51 |

  95. Outstanding Equity Awards at Fiscal Year-End 2025

    (7) These RSUs vest as to 8.33% (of the original grant quantity) on December 15, 2025, 6.25% quarterly from March 15, 2026 through June 15, 2029, with the final 4.17% (of the original grant quantity) vesting on August 15, 2029, subject to continued service on each vesting date. See "Compensation Discussion and Analysis—Components of 2025 NEO Compensation—Long-Term Incentives—CFO 2025 Annual, Transition and Promotion Awards" for additional details. (8) These RSUs vest on March 15, 2026, subject to continued service on the vesting date. See "Compensation Discussion and Analysis—Components of 2025 NEO Compensation—Long-Term Incentives—2025 Annual Equity Program" for additional details. (9) These RSUs vest as to 6.25% of the total shares quarterly from March 15, 2026 through March 15, 2029, subject to continued service on each vesting date. See "Compensation Discussion and Analysis—Components of 2025 NEO Compensation—Long-Term Incentives—2025 Annual Equity Program" for additional details. (10) These RSUs vest as to 12.5% of the total shares quarterly from March 15, 2026 through December 15, 2028, subject to continued service on each vesting date. (11) These RSUs vest as to 25% of the total shares quarterly from March 15, 2026 through December 15, 2026, subject to continued service each vesting date. (12) Mr. Reelitz forfeited unvested RSUs upon his resignation effective August 22, 2025. Accordingly, no equity awards were outstanding for Mr. Reelitz as of December 31, 2025.

  96. Outstanding Equity Awards at Fiscal Year-End 2025

    | 52 | 2026 PROXY STATEMENT |

  97. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table sets forth information regarding stock awards vested for the NEOs during the year ended December 31, 2025. No stock options were exercised by the NEOs in 2025.

  98. Option Exercises and Stock Vested in 2025

    | | Stock Awards | | | | Number of Shares | Value Realized | | | Acquired on Vesting(1) | On Vesting(2) | | Name | (#) | ($) | | Robert Reffkin | 814,627 | 4,765,568 | | Scott Wahlers | 248,832 | 2,150,515 | | Bradley Serwin | 333,532 | 2,886,584 | | Kalani Reelitz | 475,291 | 3,649,113 | | (1) Represents the number of RSUs that vested in 2025. 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. | | |

  99. Option Exercises and Stock Vested in 2025

    | Compass, Inc. | 53 |

  100. Nonqualified Deferred Compensation for 2025

    Nonqualified Deferred Compensation for 2025 The Company adopted the DCP in May 2025. The DCP allows participants to defer receipt of certain types of compensation, including up to 50% of salary and 100% of a participant's bonuses and incentive or performance‑based compensation. Amounts deferred under the DCP (other than the equity awards) are credited to a notional account and adjusted based on the performance of investment options selected by the participant from a menu designated by the Compensation Committee. These investment options are used solely for measurement purposes; no actual investments are made. Participants may change their investment elections from time to time, subject to rules established by the Compensation Committee. Deferred amounts are generally paid upon separation from service, death, or on a scheduled in‑service distribution date, if elected and permitted under the DCP. Payments may be made in a lump sum or in annual installments for up to ten years, as elected by the participant and permitted under the DCP. Payments following separation from service are subject to a six‑month delay. The DCP does not allow accelerated payments except in limited circumstances permitted under applicable law, including hardship distributions in the event of an unforeseeable emergency. None of our NEOs nor the Company made any contributions pursuant to the DCP or had any aggregate earnings, withdrawals/distributions or balances under the DCP in 2025. Mr. Reffkin elected to defer the maximum amount of his Cash Performance Bonus permitted under the DCP. Given that the first enrollment under the DCP was mid-year, Mr. Reffkin was permitted to defer the discretionary, individual performance portion of his Cash Performance Bonus on a pro rated basis and 100% of the nondiscretionary portion of his Cash Performance Bonus. Accordingly, he deferred $1,576,849 of his Cash Performance Bonus and this amount will be reported in next year’s "Nonqualified Deferred Compensation" table under the column "Executive Contributions in Last FY".

  101. Nonqualified Deferred Compensation for 2025

    | 54 | 2026 PROXY STATEMENT |

  102. 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 of "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.

  103. 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 continuing 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, 2025.

  104. 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 | ($) | ($)(a) | ($)(b) | | Robert Reffkin | Cash Severance: | 1,800,000 | 2,700,000 | 1,800,000* | | | Equity Acceleration(1): | – | 40,205,595 | * | | | Medical Benefits(2): | 55,689 | 74,252 | 55,689* | | | Total: | 1,855,689 | 42,979,847 | 1,855,689* | | Scott Wahlers | Cash Severance: | 1,000,000 | 1,500,000 | 500,000** | | | Equity Acceleration(1): | – | 6,526,013 | – | | | Medical Benefits(2): | 37,126 | 55,689 | – | | | Total: | 1,037,126 | 8,081,702 | 500,000** | | * 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 (b), and if disability or death occurs in connection with a change in control, Mr. Reffkin would receive the payments summarized in column (a). ** For our non-CEO NEOs, upon a termination for death or disability, the NEO will receive a pro-rated portion of their then current target bonus opportunity for the portion of the year the NEO served. (1) Equity acceleration amounts have been calculated using $10.57, the closing price per share of Class A common stock as of December 31, 2025. (2) Estimated based on current premiums and elections. | | | | |

  105. Potential Payments Upon Termination or Change in Control

    | 58 | 2026 PROXY STATEMENT |

  106. 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 2025, our last completed fiscal year: 1.The annual total compensation of our median employee was $94,792 (see below); and 2.The annual total compensation of our CEO, as reported in the Summary Compensation Table in this proxy statement, was $10,656,460. Based on this information for fiscal year 2025, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 112:1. 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. We determined our median compensated employee for 2025 using base salary as of December 31, 2025, annualized, as our consistently applied compensation measure. We determined the median employee’s total 2025 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 2025 compensation of our median employee, an Office Lead, was determined to be $94,792. 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 $10,656,460. The elements included in the CEO’s total compensation are fully discussed in the footnotes to the Summary Compensation Table.

  107. CEO Pay Ratio

    | Compass, Inc. | 59 |

  108. 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 stock and option awards.

  109. 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) | | | | 2025 | $10,656,460 | $28,610,141 | $8,665,893 | $4,951,796 | $52.46 | $43.34 | $(58.7) | $203.3 | | 2024 | $14,951,990 | $21,762,272 | $1,632,815 | $3,270,065 | $29.03 | $37.37 | $(154.5) | $105.8 | | 2023 | $7,678,320 | $4,618,991 | $2,969,135 | $3,012,025 | $18.66 | $36.81 | $(320.1) | $(37.1) | | 2022 | $411,156 | $(86,430,991) | $2,871,847 | $(1,132,030) | $11.56 | $19.80 | $(601.5) | $(361.8) | | 2021 | $89,915,376 | $29,387,757 | $2,442,874 | $25,732 | $45.11 | $56.57 | $(494.1) | $(78.7) |

  110. 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:

  111. Pay Versus Performance

    | | 2025 | | | Adjustments: | CEO ($) | Average of Non-CEO NEOs ($) | | Total Compensation as reported in Summary Compensation Table (SCT) | 10,656,460 | 8,665,893 | | Adjustments for stock and option awards (a): | | | | (Subtraction): Stock and option awards amounts as reported in SCT | (7,955,210) | (7,675,105) | | Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | 14,373,773 | 2,641,820 | | 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 | 11,535,118 | 42,530 | | Addition: Vesting date fair value of awards granted and vesting during such year | — | 1,547,010 | | 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 | — | 868,415 | | (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 | — | (1,138,767) | | 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) | 28,610,141 | 4,951,796 | | (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. | | |

  112. 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 2025, Kalani Reelitz, Scott Wahlers and Bradley Serwin (ii) for 2024, Kalani Reelitz and Bradley Serwin; (iii) for 2023, Kalani Reelitz, Greg Hart and Bradley Serwin; (iv) for 2022, Kristen Ankerbrandt, Kalani Reelitz, Greg Hart, Neda Navab, Priyanka Singh, Joseph Sirosh and Danielle Wilkie; and (v) 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.

  113. Pay Versus Performance

    | 60 | 2026 PROXY STATEMENT |

  114. Pay Versus Performance

    (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 list of companies 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), Opendoor Technologies Inc. (OPEN), EXP World Holdings, Inc. (EXPI), and Anywhere Real Estate Inc. (HOUS). The peer group TSR is not directly comparable to prior proxy statements due to the removal of Redfin Corporation (RDFN) following its acquisition in 2025. (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 2025 to our Company’s performance. See "Annex" for the definition of Free Cash Flow and a reconciliation of GAAP to non-GAAP measures.

  115. 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 $21.8 million in 2024 and increased to $28.6 million in 2025. The increases in compensation actually paid in 2024 and 2025 compared to 2023 were primarily driven by Mr. Reffkin's time-based RSU awards granted in January of each year, which vest ratably over a four-year period. The remaining increase in compensation actually paid in 2025 compared to 2024 was driven by the increase in our stock price during the year, which increased the fair value of Mr. Reffkin's outstanding and unvested RSUs as of December 31, 2025.

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

    | Compass, Inc. | 61 |

  117. 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 through 2025 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 through 2025 in comparison with the Company’s net income (loss) over the same periods.

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

    | 62 | 2026 PROXY STATEMENT |

  119. 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 through 2025 in comparison with the Company’s Free Cash Flow over the same periods.

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

    | Compass, Inc. | 63 |