comp-20240418

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_____________________________________________________

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Letter to Stockholders

April 18, 2024

To our stockholders:

You are cordially invited to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Compass, Inc. (“Compass”), which will be held virtually on Wednesday, June 5, 2024 at 11:30 a.m. Eastern Time. Please see additional information about our Annual Meeting in the section entitled “Important Information About Annual Meeting” in the proxy statement.

2023 was a year of challenges and opportunities for Compass.

In 2023, full year home sales were the lowest since 1995, and the residential real estate market faced several macroeconomic headwinds such as soaring mortgage rates, high home prices and lack of inventory. Despite these challenges, our team of experienced, professional agents worked hard and delivered excellent results. For the third year in a row, Compass has been named the number one brokerage in the United States by sales volume.

We remained focused on aggressively controlling our operating expenses to adapt and drive operating efficiencies in our business while still investing in growing our agent base organically and through acquisition, investing in improving and expanding our proprietary end-to-end technology platform and building upon our strong culture with a successful return-to-office campaign. We significantly reduced our operating expenses and improved our free cash flow in 2023, a year during which we saw significantly less revenue compared to 2022. We believe this is allowing us to set the stage for achieving our goal of being free cash flow positive in 2024 and helping us to expand as market conditions improve. As we enter 2024, we continue to invest in the business and plan to drive further efficiencies.

Looking forward to the future, we believe that the worst of the residential downturn of 2022 and 2023 is behind us.

While we expect that 2024 will be better than both 2023 and 2022, which saw declines in residential real estate transactions of 19% and 18%, respectively, there is still uncertainty resulting from the unpredictable macroeconomic environment. Interest rates, which have remained high in 2024, continuing to negatively impact the affordability of homes and available inventory. However, we remain cautiously optimistic that interest rates will eventually begin to come down as indicated by the Federal Reserve Board this year.

With more agents, an unparalleled technology platform, and an efficient cost base that allows us to still invest in the business, we believe that we have positioned Compass to positively capitalize on 2024 and beyond. We remain laser focused on what we can control and remain diligent in our continued ability to contain our operating expenses while delivering an unmatched agent experience.

We rely on the efforts of our employees and agents and guidance from our Board of Directors.

I want to thank the entire Compass team of employees and agents who worked tirelessly in these difficult times. Their incredible dedication, passion and deep commitment to our mission and purpose have allowed us to enter 2024 and beyond with the confidence that we have a strong foundation for future success.

On behalf of our entire Board of Directors and employee team, I also want to thank Jeffrey Housenbold, our longest serving Board member, for his years of important service and his many contributions to Compass. Mr. Housenbold will not be standing for re-election to our Board of Directors and will leave the Board effective at our 2024 Annual Meeting.

Thank you for your support of our company. Your vote is important.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. As an alternative to voting at the Annual Meeting, you may vote prior to the Annual Meeting via the internet, by telephone, or by mail. Voting by any of these methods will ensure your representation at the Annual Meeting. We look forward to seeing you at the Annual Meeting.

On behalf of the Board of Directors, management and employees of Compass, I thank you for your continued support.


Sincerely, Robert L. Reffkin Robert L. Reffkin Chairman of the Board of Directors and Chief Executive Officer

Notice of Annual Meeting of Stockholders

DATE AND TIME

VIRTUAL MEETING

RECORD DATE

June 5, 2024

11:30 am E.T.

This year’s meeting will be held online at: www.virtualshareholdermeeting.com/COMP2024

April 8, 2024


ITEMS OF BUSINESS						BOARD VOTING RECOMMENDATION
Proposal No. 1: Elect two Class III director nominees, Josh McCarter and Steven Sordello, to serve on the Board of Directors until the 2027 annual meeting of stockholders.						FOR each director nominee
Proposal No. 2: Ratify the appointment of PricewaterhouseCoopers LLP as our independent public accounting firm for 2024.						FOR
Proposal No. 3: Approve, on an advisory (non-binding) basis, the 2023 compensation paid to our named executive officers as described in more detail in the proxy statement (the “Say-on-Pay Vote”).						FOR

Stockholders will also consider such other business as may properly be presented before the annual meeting or any adjournment thereof.

This notice, proxy statement and voting instructions are being mailed to stockholders beginning on or about April 18, 2024.

Your vote is important. Regardless of whether you plan to attend the live virtual meeting, we encourage you to vote as soon as possible in one of the following ways:

VIA THE INTERNET

BY TELEPHONE

BY MAIL

AT THE VIRTUAL MEETING

Visit www.proxyvote.com

Call the telephone number listed on your proxy card

Complete, date, sign and return your proxy card or voting instruction form in the enclosed envelope

Vote your shares during the virtual meeting at www.virtualshareholdermeeting.com/COMP2024

By Order of the Board of Directors,

Bradley K. Serwin

Bradley K. Serwin
General Counsel and Corporate Secretary


Important Notice Regarding the Availability of Proxy Materials. Our proxy statement and 2023 annual report on Form 10-K are available at http://www.proxyvote.com. You are encouraged to access and review all the important information contained in these materials before voting.

Table of Contents


IMPORTANT INFORMATION ABOUT ANNUAL MEETING			1
PROPOSAL 1: ELECTION OF DIRECTORS			2
Biographies for Class III Director Nominees			3
Biographies for Continuing Directors			4
OUR CORPORATE GOVERNANCE AND BOARD OF DIRECTORS			7
Corporate Governance Highlights			7
Board of Directors Composition			7
Our Board of Directors			8
Director Independence			9
Board Leadership Structure			10
Evaluating Director Nominees			10
Board Committees			11
Board and Committee Meetings and Attendance			13
Role of the Board of Directors in Risk Oversight			13
Board of Directors and Committee Self-Evaluations			14
Executive Succession Planning			14
Corporate Governance Guidelines and Code of Ethics			14
Director Compensation			15
D EL INQUENT SECTION 16 (a) R EPORTS			17
RELATED PARTY TRANSACTIONS			17
CORPORATE RESPONSIBILITY HIGHLIGHTS			18
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2024			19
AUDIT COMMITTEE REPORT			20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			22
INFORMATION ABOUT OUR EXECUTIVE OFFICERS			24
PROPOSAL 3: ADVISORY VOTE TO APPROVE 202 3 NAMED EXECUTIVE OFFICER COMPENSATION			25
COMPENSATION DISCUSSION AND ANALYSIS			26
Compensation Philosophy, Objectives and Design			26
Our Compensation Best Practices			28
Components of 2023 NEO Compensation			29
How Our Compensation is Determined			36
Other Compensation Practices and Policies			37
COMPENSATION COMMITTEE REPORT			40
COMPENSATION TABLES			41
Summary Compensation Table			41
Grants of Plan-Based Awards in 2023			42
Outstanding Equity Awards			43
Option Exercises and Stock Vested in 2023			44
Potential Payments upon Termination or Change in Control			45
CEO Pay Ratio			49
Pay Versus Performance			50
Equity Compensation Plan Information			54
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			55
OTHER MATTERS			60
Annex A			61
Proxy Card			64

Important Information About Annual Meeting

Our 2024 annual meeting of stockholders (the “Annual Meeting”) will be conducted in a virtual only format, via live video webcast. We believe the virtual meeting format for the Annual Meeting encourages attendance and participation by a broader group of stockholders, while also reducing the costs and environmental impact associated with an in-person meeting.

Participating in the Virtual Annual Meeting

•Instructions on how to attend the virtual Annual Meeting are posted at www.virtualshareholdermeeting.com/COMP2024.

•You may log in to the meeting platform beginning at 11:15 a.m. Eastern Time on June 5, 2024. The meeting will begin promptly at 11:30 a.m. Eastern Time.

•You will need your 16-digit control number included in the notice of internet availability of proxy materials or on your proxy card (if you received a printed copy of the proxy materials) to access the live video webcast of the Annual Meeting.

•Stockholders of record and beneficial owners as of the record date, April 8, 2024, may vote their shares electronically during the Annual Meeting.

•If, on the date of the Annual Meeting, you encounter any technical difficulties accessing the Annual Meeting while you are logging in or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.


			Compass, Inc.			1

Proposal 1: Election of Directors

The Board of Directors of Compass, Inc. (“Board of Directors” or “Board”) currently consists of nine directors and is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to the directors whose terms will then expire will be elected to serve from the time of election until the third annual meeting following their election and until the director's successor is duly elected and qualified. Class III directors with a term expiring at the Annual Meeting consist of Jeffrey Housenbold, Josh McCarter and Steven Sordello. Mr. Housenbold is not standing for re-election at the Annual Meeting and his term on the Board will expire at the conclusion of the Annual Meeting. Mr. Housenbold has served on the Board of Directors since 2020.

Class I directors with a term expiring at the 2025 annual meeting of stockholders consist of Robert Reffkin, Frank Martell and Dawanna Williams. Class II directors with a term expiring at the 2026 annual meeting of stockholders consist of Allan Leinwand, Charles Phillips and Pamela Thomas-Graham.

At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors has approved the nomination of two of our Class III directors, Josh McCarter and Steven Sordello, for re-election for three-year terms expiring at the 2027 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal. Our Board of Directors elected Mr. McCarter as a director, effective April 2022, to fill a vacancy resulting from an increase in the size of the Board. Mr. McCarter is standing for election by stockholders for the first time at the Annual Meeting. He was identified as a potential candidate for election to the Board of Directors by a third party search firm that assisted the Company in identifying and evaluating potential director nominees. Our Nominating and Corporate Governance Committee and Board of Directors evaluated each of the director nominees and concluded that it is in the best interests of the Company and our stockholders for each of these individuals to continue to serve as a director. The Board of Directors believes that each director nominee brings a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our Company.

Each person nominated for election has agreed to serve if elected, and management and the Board of Directors have no reason to believe that the director nominees will be unable to serve. If, however, prior to the Annual Meeting, the Board of Directors should learn that a director nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for the nominee will be voted for a substitute nominee as selected by the Board of Directors. Alternatively, the proxies, at the Board of Director’s discretion, may be voted for no director nominees as a result of the inability of a nominee to serve. Each director nominee has consented to being named in this proxy statement and to serve if elected.

The election of director nominees requires a plurality of the votes cast by the holders of the shares of our common stock presented virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. Accordingly, the two nominees receiving the most "FOR” votes will be elected as the Class III directors.

As you decide how to vote on this proposal, we encourage you to review the biographies of the director nominees below, which include information regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee and the Board of Directors to believe that the director should serve on the Board of Directors, as well as the “Our Board of Directors and Corporate Governance” section of this proxy statement for more information about our Board of Directors and our corporate governance practices.


2			2024 PROXY STATEMENT

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

Josh McCarter

Chief Executive Officer & Director, ShipMonk, Inc.

Experience, Skills and Qualifications:

•Entrepreneur, visionary, leader

•Experience building and leading technology companies

Background:

•ShipMonk, Inc., a tech enabled third party logistics company, Director and Chief Executive Officer (since July 2023)

•Mindbody, Inc., a provider of business management software to the wellness services industry, Director (2020-2023), Chief Executive Officer (2020-2022), President (2019-2020) and Chief Strategy Officer (2018-2020)

•Booker Software, Inc., a software company, Chief Executive Officer (2010-2018)

•Arbitech, LLC, a software company, President (2003-2010)

•SpaFinder, Inc., an online wellness company, Chief Operating Officer (2000-2002)

•Autobytel (n/k/a Autoweb), an automotive media and marketing services company, VP of Business and International Development (1996-2000)

•Young Presidents’ Organization - Board member

•Juvenile Diabetes Research Foundation - Board member

•B.A. in Political Science and Business from University of California, Los Angeles

•M.B.A. from University of Southern California

Other Public Company Boards: None

Age: 51

Director since:

April 2022

Current term expires: 2024

Board Committees:

Nominating & Corporate Governance


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

Age: 54 Director since: November 2020 Current term expires: 2024 Board Committees: Audit Nominating & Corporate Governance

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


			Compass, Inc.			3

Biographies for Continuing Directors

Allan Leinwand

Chief Technology Officer, Webflow, Inc.

Experience, Skills and Qualifications:

•Deep engineering and technical experience, including expertise in cloud computing, data security and internet architectures

Background:

•Webflow, Inc., a software-as-a-service provider for website building and hosting, Chief Technology Officer (since March 2023)

•Shopify Inc., a multinational e-commerce company, Chief Technology Officer (2021- 2023)

•Slack Technologies, Inc., a software company, SVP of Engineering (2018-2021)

•ServiceNow, Inc., a software company, Chief Technology Officer (2012-2018)

•Zynga Inc., a developer of social video game services, Chief Technology Officer of Infrastructure

•Panorama Capital, a venture capital firm, Venture Partner

•JPMorgan Partners, a private equity division of JPMorgan Chase & Co., Operating Partner

•Vyatta, Inc., a software provider, Founding Chief Executive Officer

•B.S. in Computer Science from University of Colorado at Boulder

Other Public Company Boards: None

Former Public Company Boards:

•Anaplan, Inc. (2020-2022)

•Marin Software, Inc. (2013-2018)

Age: 57

Director since:

May 2022

Current term expires:

2026

Board Committees:

Compensation


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


Age: 64 Director since: November 2021 Current term expires: 2025 Board Committees: Audit (Chair) Compensation


4			2024 PROXY STATEMENT

Charles Phillips

Co-founder & Managing Partner, Recognize

Lead Independent Director, Compass, Inc.

Experience, Skills and Qualifications:

•Extensive executive leadership experience in the technology industry

•Deep financial and analytical expertise and corporate governance experience

Background:

•Recognize, a technology-focused private equity firm, Co-founder & Managing Partner (since 2020)

•Infor, a provider of cloud software products, Chairman & Chief Executive Officer (2010-2020)

•Oracle Corporation, a multinational computer technology company, President & Board member (2003-2010)

•Morgan Stanley, a multinational investment management and financial services company, Managing Director (1994-2003)

•Apollo Theater - Chairman of the Board

•New York Police Foundation - Board member

•Council of Foreign Relations - Board member

•Bloomberg L.P. - Board member

•Federal Reserve Bank of New York - Board member (2017-2020)

•President Obama’s Economic Recovery Board

•Marine Corps, Captain (1981-1986)

•B.S. in Computer Science from U.S. Air Force Academy

•M.B.A. from Hampton University

•J.D. from New York Law School

Other Public Company Boards:

•American Express Company (since 2020)

•Paramount Global (since 2006 including service on the Viacom Board)

Former Public Company Boards:

•Oscar Health, Inc. (2021-2022)

Age: 64

Director since:

August 2020

Current term expires:

2026

Board Committees:

Audit

Nominating & Corporate Governance


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


Age: 44 Director since: October 2012 Current term expires: 2025 Board Committees: None


			Compass, Inc.			5

Pamela Thomas-Graham

Founder & Chief Executive Officer, Dandelion Chandelier LLC

Experience, Skills and Qualifications:

•Leadership experience as a chief executive officer and executive leader of several public and private companies

•Significant expertise in strategic, operational and corporate governance matters on both public and private boards

Background:

•Dandelion Chandelier LLC, a private digital media enterprise focused on the world of luxury, Founder and Chief Executive Officer (since August 2016)

•Credit Suisse Group AG, a multinational investment bank and financial services company, held several senior positions, including service on the firm's Executive Board (2010-2016)

•B.A. in Economics from Harvard University

•M.B.A. from Harvard Business School

•J.D. from Harvard Law School

Other Public Company Boards:

•Bank of N.T. Butterfield & Son Limited (since 2017)

•Bumble, Inc. (since 2020)

•Peloton Interactive, Inc. (since 2018)

•Rivian Automotive, Inc. (since 2021)

Former Public Company Boards:

•Anthemis Digital Acquisitions I Corp. (2021-2023)

•Norwegian Cruise Line Holdings, Ltd. (2018-2021)

•The Clorox Company (2005-2021)

Age: 60

Director since:

February 2020

Current term expires:

2026

Board Committees:

Compensation (Chair)

Dawanna Williams

Founder & Managing Principal, Dabar Development Partners

Experience, Skills and Qualifications:

•Extensive expertise in the real estate industry as a developer and seasoned corporate attorney

•Leadership expertise in strategic acquisitions and asset management systems

Background:

•Dabar Development Partners, a real estate development and investment firm focused on the conversion, renovation and new constructions of real estate properties primarily in New York City, Founder and Managing Principal (since September 2003)

•Victory Education Partners, an education service provider, General Counsel (2010-2013)

•Paul Hastings, LLP and Sidley Austin LLP, law firms, various roles (1996-2003)

•Apollo Theater - Board member

•A.B. in Economics and Government from Smith College

•M.P.A. from Harvard Kennedy School

•J.D. from University of Maryland Francis King Carey School of Law

Other Public Company Boards:

•ACRES Commercial Realty Corp. (since 2021)

•Focus Impact Acquisition Corp. (since 2021)

Age: 55

Director since:

July 2022

Current term expires:

2025

Board Committees:

Audit

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.


6			2024 PROXY STATEMENT

Our Corporate Governance and Board of Directors

Corporate Governance Highlights

Corporate governance at Compass is designed to promote the long-term interests of our stockholders, strengthen Board and management accountability, oversee risk assessment and management strategies, foster responsible decision-making, engender public trust and demonstrate Compass' commitment to transparency, accountability, independence and diversity.

•All directors are independent, except our CEO

•Lead independent director elected by independent directors, with significant responsibilities

•Diverse Board in which 4 directors are from a diverse racial or ethnic group, including 2 diverse females

•Diverse characteristics considered in assessing Board composition include race, ethnicity, gender and sexual orientation

•Annual performance self-evaluation by the full Board and each committee to assess the overall performance and effectiveness of the Board and each committee and to identify opportunities to improve

•Regular executive sessions of independent directors

•Regular review of Board and executive succession planning

•Lead independent director empowered to call special Board meetings at any time for any reason

•Annual review of the Corporate Governance Guidelines and periodic refreshment to ensure alignment with best practices

•Robust engagement with the Board and business leaders to review short-term plans, long-term strategies, and associated risks

•67% of current executive officers are racially or ethnically diverse

•Prohibition on hedging transactions by employees, including executive officers, and directors

•Pledging transactions subject to approval from our general counsel

•Clawbacks of incentive compensation in the event of a significant financial restatement

•Employee and Director Code of Ethics applies to all directors, officers and employees, with annual re-certification requirements

•Vendors expected to comply with published Vendor Code of Ethics

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.


			Compass, Inc.			7

Our Board of Directors

Name and Principal Occupation

Independent

Age

Director Since

Current Term Expires

Other Public Company Boards

Compass Committee Memberships

Audit

Compensation

Nominating
and Corporate Governance

Jeffrey Housenbold

Founding and Managing Partner, Honor Ventures SPV, LLC

✓

2020

2024

None

Allan Leinwand

Chief Technology Officer, Webflow, Inc.

✓

2022

2026

None

Frank Martell

President and Chief Executive Officer, loanDepot, Inc.

✓

2021

2025

loanDepot, Inc.

Josh McCarter

Chief Executive Officer,

ShipMonk, Inc.

✓

2022

2024

None

Charles Phillips

Co-Founder and Managing Partner, Recognize and Lead Independent Director, Compass, Inc.

✓

2020

2026

American Express Company and Paramount Global

Robert Reffkin

Founder, Chairman and Chief Executive Officer, Compass, Inc.

2012

2025

None

Steven Sordello

Former Chief Financial Officer,

✓

2020

2024

Atlassian Corp Plc

Pamela Thomas-Graham

Founder and Chief Executive Officer, Dandelion Chandelier, LLC

✓

2020

2026

Bank of Butterfield & Son, Bumble, Peloton Interactive and Rivian Automotive

Dawanna Williams

Founder and Managing Principal, Dabar Development Partners

✓

2022

2025

ACRES Commercial Realty Corp. and Focus Impact Acquisition Corp.

C = Chair | M = Member

INDEPENDENCE

AGE

DIVERSITY

director diversity graph revised to note 2 diverse females.jpg


8			2024 PROXY STATEMENT

Board Diversity

Our Nominating and Corporate Governance Committee and Board of Directors value diversity in selecting director nominees and strives to create a board that consists of individuals reflecting the diversity represented by our employees, agents, and communities in which we operate. They believe that our diverse Board of Directors contributes to effective oversight of the management of the Company.

The below table provides information related to the self-identified composition of our Board of Directors.


Total Number of Directors: 9	Female	Male
Gender Identity
Directors	2	7
Racial/Ethnic Background
African American or Black	2	2
White		4
Declined to Disclose Racial/Ethnic Background		1

Board Skills, Knowledge and Experience

Our Nominating and Corporate Governance Committee and Board of Directors carefully evaluate the applicable skills, knowledge and experience of director nominees and strive to create a board with the mix of skills, knowledge and experience that would be relevant in light of the current Board composition and business strategy. They believe that the current Board of Directors reflects a balanced mix of valuable skills and insightful knowledge and experiences.

The below table highlights each current director's specific skills, knowledge and experiences. For more information about each director’s skills, knowledge and experience, see the sections entitled “Biographies for Class III Director Nominees” and “Biographies for Continuing Directors” in this proxy statement.

Jeffrey Housenbold

Allan Leinwand

Frank

Martell

Josh McCarter

Charles Phillips

Robert Reffkin

Steven

Sordello

Pamela Thomas-

Graham

Dawanna Williams

Senior Leadership

●

Finance

●

Real Estate Industry

●

Digital, Innovation, Technology, Cybersecurity

●

Human Capital Management

●

Government, Policy, Legal, Regulatory

●

Public Company Board and Corporate Governance

●


			Compass, Inc.			9

Director Independence

Under the listing rules of the New York Stock Exchange (“NYSE”) and our Corporate Governance Guidelines, our Board of Directors must consist of a majority of independent directors at all times. This means, generally, that they will not have any connections to us that could affect their ability to provide impartial oversight. A director will be deemed “independent” only if the Board of Directors affirmatively determines that the director has no material relationship with us that affects the director’s independence from management (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) or that would interfere with the director exercising independent judgment in carrying out the director’s responsibilities.

Additionally, under the NYSE listing rules, our Audit, Compensation, and Nominating and Corporate Governance Committees must consist only of independent directors and under the rules of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our Audit Committee members must also satisfy additional independence criteria.

Our Board of Directors undertakes an annual review of the independence of each director and considers whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out the director’s responsibilities. Based on the most recent review, our Board of Directors determined that every director except Mr. Reffkin, our Chief Executive Officer ("CEO"), is independent under the NYSE listing rules and our Corporate Governance Guidelines. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors in an annual questionnaire with regard to each director’s business and personal activities and current and prior relationships as they may relate to us and our management.

Additionally, our Board of Directors undertakes an annual review to ensure that our Audit, Compensation, and Nominating and Corporate Governance Committees consist only of independent directors and our Audit Committee members satisfy additional independence criteria under the Exchange Act rules. Based on the most recent review, our Board of Directors determined that each director serving on our Audit, Compensation, and Nominating and Corporate Governance Committees is independent under the NYSE listing rules and our Corporate Governance Guidelines and each director serving on our Audit Committee satisfies additional independence criteria under the Exchange Act rules.

Board Leadership Structure

Under our Corporate Governance Guidelines, the Chairperson of our Board of Directors can be our CEO and in accordance with our Bylaws, the Board of Directors is free to choose its Chairperson in any way that the Board of Directors considers to be in our best interests. However, if the Chairperson of the Board of Directors also serves as our CEO or any other executive officer, the Board of Directors, by a majority vote of the independent directors, is required to designate a Lead Independent Director. Under our Corporate Governance Guidelines, a Lead Independent Director will preside over periodic meetings of our independent directors, serve as a liaison between the Chairperson of our Board of Directors and the independent directors, and management and the independent directors, and perform such additional duties as our Board of Directors may otherwise determine and delegate.

Our Nominating and Corporate Governance Committee periodically considers the leadership structure of our Board of Directors, including the separation of the Chairperson and CEO roles or the appointment of a Lead Independent Director, either permanently or for specific purposes, and makes such recommendations to the Board of Directors with respect thereto as the Nominating and Corporate Governance Committee deems appropriate.

Based on the most recent review, our Nominating and Corporate Governance Committee and Board of Directors determined that the current leadership structure of our Board of Directors, where Mr. Reffkin, our CEO, serves as the Chairman of the Board of Directors and Mr. Phillips serves as the Lead Independent Director, continues to be appropriate because it allows our CEO/Chairman of the Board of Directors to lead our Company with a cohesive business strategy and provides the necessary flexibility to rapidly address the changing needs of our business as our business strategy evolves. It also fosters clear accountability and effective decision-making. Additionally, Mr. Phillips’ strong leadership provides for a healthy balance and effective oversight of our Company.


10			2024 PROXY STATEMENT

Evaluating Director Nominees

The Board of Directors is responsible for nominating persons for election to the Board of Directors and for filling vacancies on the Board that may occur between annual meetings of stockholders, upon the recommendation of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee has primary responsibility for setting the qualifications, expertise and characteristics of members of the Board of Directors and identifies qualified candidates consistent with that criteria. The Nominating and Corporate Governance Committee also periodically reviews the Board’s size, structure and composition. As part of this process, the Nominating and Corporate Governance Committee will consider the size and breadth of our business and the need for Board diversity and will recommend candidates with the goal of developing an experienced, diverse and highly qualified Board.

Our Nominating and Corporate Governance Committee selects director nominees based on criteria such as independence, integrity, diversity (including with respect to race, ethnicity, gender and sexuality), geography, financial, skills and other expertise, breadth of experience, knowledge about our business and industry, willingness and ability to devote adequate time and effort to the Board, ability to contribute to the Board’s overall effectiveness and the needs of the Board and its committees. When helpful, the Nominating and Corporate Governance Committee may retain outside consultants to assist in identifying director candidates and also will consider advice and recommendations from stockholders, management and others.

Any stockholder wishing to recommend a candidate for director should submit the recommendation in writing to Compass, Inc., Nominating and Corporate Governance Committee, 110 5th Avenue, 4th Floor, New York, New York, 10011, Attention: Corporate Secretary. The written submission should comply with all requirements set forth in the Company’s Certificate of Incorporation and Bylaws. The Nominating and Corporate Governance Committee will consider all candidates recommended by stockholders who comply with the foregoing procedures and satisfy the minimum qualifications for director nominees and Board member attributes.

Board Committees

The Board of Directors has three principal standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee has a written charter that addresses, among other matters, the committee’s purposes and policy, composition and organization, duties and responsibilities and meetings. The committee charters are available in the governance section of our Investor Relations website at https://investors.compass.com/overview/default.aspx under the “Governance” tab. Each charter permits the applicable committee, in its discretion, to delegate all or a portion of its duties and responsibilities to a subcommittee or any member of the committee. Our website is not incorporated by reference into this proxy statement.

The Nominating and Governance Committee periodically considers and makes recommendations to the Board of Directors regarding the size, structure and composition of the committees. Based on the most recent review, our Nominating and Corporate Governance Committee and Board of Directors determined that the current size, structure and composition of our principal standing committees remains appropriate.

Below is a description of each principal committee of the Board of Directors.


			Compass, Inc.			11

Audit Committee


MEMBERS:			MEETINGS HELD IN 2023: 6
Frank Martell (Chair) Charles Phillips Steven Sordello Dawanna Williams
KEY RESPONSIBILITIES:
●Overseeing the Company’s accounting and financial reporting processes and internal controls, including audits and the integrity of the Company’s financial statements; ●Overseeing the selection, qualifications, independence and performance of the Company’s independent auditors; ●Overseeing the design, implementation and performance of the Company’s internal audit function; ●Overseeing risk assessment and management (including review of cybersecurity and other information technology risks, controls and procedures, as well as the Company’s plan to mitigate cybersecurity risks and respond to data breaches); and ●Overseeing compliance by the Company with legal and regulatory requirements. INDEPENDENCE: The Board of Directors has determined that each member of the Audit Committee meets the independence requirements of the NYSE and the Securities and Exchange Commission (“SEC”) and otherwise satisfies the requirements for audit committee service imposed by the Exchange Act. FINANCIAL LITERACY: The Board of the Directors has also determined that each member of the Audit Committee is financially literate, and that Mr. Martell satisfies the requirements for an “audit committee financial expert” set forth in the SEC rules.

Compensation Committee


MEMBERS			MEETINGS HELD IN 2023: 5
Pamela Thomas-Graham (Chair) Jeffrey Housenbold Allan Leinwand Frank Martell
KEY RESPONSIBILITIES
●Evaluating, recommending, approving and reviewing executive officer and director compensation arrangements, plans, policies and programs maintained by the Company; ●Administering the Company’s cash-based and equity based compensation plans; and ●Reviewing with management the Company’s organization and people activities. INDEPENDENCE: The Board of Directors has determined that each member of the Compensation Committee meets the independence requirements of the NYSE and the SEC.


12			2024 PROXY STATEMENT

Nominating and Corporate Governance Committee


MEMBERS			MEETINGS HELD IN 2023: 4
Charles Phillips (Chair) Josh McCarter Steven Sordello
KEY RESPONSIBILITIES
●Identifying, considering and recommending candidates for membership on the Board; ●Developing and recommending corporate governance guidelines and policies for the Company; ●Overseeing the leadership structure and evaluation of the Board of Directors and its committees; ●Advising the Board of Directors on corporate governance matters and any related matters required by the federal securities laws; and ●Assisting the Board of Directors in overseeing any Company program relating to corporate responsibility and sustainability. INDEPENDENCE: The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee meets the independence requirements of the NYSE.

Board and Committee Meetings and Attendance

Our Board of Directors typically holds at least four regularly scheduled meetings each year, in addition to special meetings scheduled as appropriate. At each regularly scheduled quarterly Board meeting, a member of each principal Board committee reports on any significant matters addressed by the committee since the last quarterly meeting, and the independent directors have the opportunity to meet in executive session without management or non-independent directors present. The Board of Directors expects that its members will prepare for, attend and participate in, all Board and committee meetings.

Our Board met nine times during 2023. All directors attended at least 75 percent of the aggregate of the total meetings of the Board and committees on which they served.

All directors are expected to attend the Annual Meeting, and all directors attended the 2023 Annual Meeting.

Role of the Board of Directors in Risk Oversight

As with any other business, we face a number of risks and a sound risk management framework is critical to our success. Management is responsible for the day-to-day oversight and management of strategic, financial, business and operational, legal and compliance, and cybersecurity and information technology risks, while our Board of Directors, directly and through its committees, is responsible for the overall risk assessment and oversight of our risk management framework, which is designed to identify, assess, and manage risks to which our Company is exposed, as well as to foster a corporate culture of integrity.

We believe that our leadership structure supports the Board’s risk oversight function. Strong independent directors serve as the Lead Independent Director and on our Audit Committee, the committee most directly involved in the risk oversight function, there is open communication between management and the Board, and all directors are involved in the risk oversight function.


			Compass, Inc.			13

Our Board of Directors regularly reviews our strategic, business and operational risks in the context of regular discussions with management and reports from the management team at Board meetings. Our Board of Directors also receives regular reports from our principal committees about specific risks that each committee is tasked to oversee.

The Audit Committee is responsible for oversight of the Company’s major financial, enterprise, legal, and regulatory compliance risks as well as exposures and risks in other areas as the Audit Committee deems necessary or appropriate from time to time. The Audit Committee also oversees the steps management has taken to monitor or mitigate such risks and exposures, including the Company’s procedures and any related policies with respect to risk assessment and risk management. Additionally, the Audit Committee is also tasked with oversight of the Company’s cybersecurity and other information technology risks, controls and procedures, working with the Company's Chief Information Security Officer to assess and mitigate cybersecurity risks.

The Compensation Committee is responsible for oversight of the Company’s major compensation-related risk exposures, as well as the steps management has taken to monitor or mitigate such exposures.

The Nominating and Corporate Governance Committee is responsible for oversight of the Company’s programs related to corporate responsibility and sustainability, including environmental, social, corporate governance, diversity, equity and inclusion.

Board of Directors and Committee Self-Evaluations

Under our Corporate Governance Guidelines, the Board and each of its committees are required to perform annual self-evaluations to assess the overall performance and effectiveness of the Board and each committee and to identify opportunities to improve. In accordance with good governance practices and its charter, the Nominating and Corporate Governance Committee oversees the annual self-evaluation process. For the 2023 Board and committee self-evaluations, the Nominating and Corporate Governance Committee selected a written questionnaire format in consultation with the Chairman, Lead Independent Director and General Counsel. Written questionnaires were provided to each Board member that addressed oversight with respect to strategy, risk management, and long-term operational and financial planning, as well as Board and committee structure and composition, interactions with, and evaluation of, management, and Board processes. The Board self-evaluation responses were reviewed on an anonymized basis with the full Board, and committee self-evaluation responses were reviewed by each committee, in each case in executive session. Feedback from the evaluations facilitates strategic Board and committee discussions and informs Board and committee enhancements.

Executive Succession Planning

The Board recognizes the importance of effective executive leadership to Compass' success and reviews executive succession planning on a regular basis. As part of this process, the Board reviews and discusses the capabilities of our executive management, as well as succession planning and potential successors for the CEO and our other executive officers. The process includes consideration of organizational and operational needs, competitive challenges, leadership, management potential and development and emergency situations.

Corporate Governance Guidelines and Code of Ethics

Our Corporate Governance Guidelines reflect the Board’s strong commitment to sound corporate governance practices and to effective policy and decision making at both the Board of Directors and management level, with a view to enhancing long-term value for the Company’s stockholders. The Corporate Governance Guidelines assist the Board of Directors in the exercise of governance responsibilities and serve as a framework within which the Board of Directors may conduct business.

The Board of Directors also adopted the Employee and Director Code of Ethics and Vendor Code of Ethics. The Employee and Director Code of Ethics serves as a guide to help answer potential legal and ethical questions that may arise and apply to our employees, officers and members of our Board of Directors. The Vendor Code of Ethics imposes similar requirements on our agents, independent contractors, vendors, suppliers, and other business partners.


14			2024 PROXY STATEMENT

The Corporate Governance Guidelines, Employee and Director Code of Ethics and Vendor Code of Ethics are available in the governance section of our Investor Relations website at https://investors.compass.com/overview/default.aspx under the “Governance” tab.

Director Compensation

The Compensation Committee is responsible for reviewing and making recommendations to the Board of Directors regarding compensation paid to non-employee directors for their Board and committee service. The Compensation Committee reviews the non-employee director compensation policy annually to ensure its competitiveness in relation to the general market and the Company’s peer group.

Cash Compensation. Under our non-employee director compensation policy, non-employee directors are entitled to receive the following cash compensation for 12 months of their services on the Board of Directors and principal committees, measured from the annual meeting of stockholders:


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

Each of the above fees are payable in cash unless the non-employee director elects in advance to receive all of the above applicable fees in the form of restricted stock units (“RSUs”) granted under the Company’s 2021 Equity Incentive Plan (the "2021 EIP").

Equity Compensation. Under our non-employee director compensation policy, in addition to the above-described cash compensation, non-employee directors are also entitled to receive an annual RSU award in the amount of $225,000 (the “Annual Award”), following the Annual Meeting. The Annual Award will fully vest on the earlier of (i) the date of the next annual meeting of the Company’s stockholders and (ii) the date that is one year following the Annual Award grant date, in each case, so long as the non-employee director continues to provide services to the Company through the applicable vesting date.


			Compass, Inc.			15

2023 Director Compensation Table

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


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

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


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


16			2024 PROXY STATEMENT

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock with the SEC. Based on the information available to us for the fiscal year ended December 31, 2023, we believe that all applicable Section 16(a) reports were timely filed, except for (i) one Form 4 for each of Robert Reffkin, Kalani Reelitz and Scott Wahlers reporting vesting and settlement of their restricted stock unit awards, and with respect to Mr. Reffkin's Form 4, the exchange of the resulting shares of Class A common stock into an equivalent number of shares of Class C common stock, each of which were filed on the day subsequent to the filing deadline but before the market opened and trading resumed and (ii) a Form 4 for Mr. Reffkin reporting forfeiture of two previously granted performance-based RSU awards, which was filed two days late but after the Company filed a timely Form 8-K related to Mr. Reffkin's compensation changes, including the forfeiture of the previously granted performance-based RSU awards.

Related Party Transactions

Our Board of Directors adopted a written policy governing the review and approval of related party transactions. The policy, which is administered by our Nominating and Corporate Governance Committee, applies to any transaction or series of transactions in which (1) the Company or any of its consolidated subsidiaries is a participant and (2) a related party under the policy has a direct or indirect material interest. The policy defines a "Related Party" to include directors, director nominees, executive officers, significant stockholders or an immediate family member of any of these persons.

Our Nominating and Corporate Governance Committee has the primary responsibility for reviewing and approving or disapproving related party transactions under our policy. In a situation in which a member of the Nominating and Governance Committee is a related party in the transaction, then the Audit Committee will review the transaction.

Under our policy, any transaction we undertake with a Related Party, irrespective of the amounts involved, must be submitted to the General Counsel for his determination of the approval under the policy. The General Counsel will refer to the Nominating and Corporate Governance Committee any Related Party transaction and any other transaction that he otherwise determines should be considered for evaluation by the Nominating and Corporate Governance Committee consistent with the purpose of the policy. The Nominating and Corporate Governance Committee will be provided with all relevant information, including the Related Party's interest in the transaction and the rationale and terms of the transaction. The Nominating and Corporate Governance Committee may impose such conditions as it deems appropriate on the Company or on the Related Party in connection with approving the proposed transaction. Once the decision is made, the decision, including any conditions imposed on the transaction, will be conveyed to our General Counsel, who then will convey the decision to the appropriate people within the Company.

Additionally, the Nominating and Corporate Governance Committee is required to review annually any previously approved or ratified transactions with Related Parties that remain ongoing and that have a remaining term of more than six months.

A transaction with a Related Party entered into without pre-approval of the Nominating and Corporate Governance Committee will not be deemed to violate the policy or be invalid or unenforceable, provided that the transaction is brought to the Nominating and Corporate Governance Committee as promptly as reasonably practicable after it is entered into or after it becomes reasonably apparent that the transaction is covered by the policy.

There were no transactions required to be reported in this proxy statement since the beginning of fiscal year 2023 where our written related party transaction policy did not require review, approval or ratification or where this policy was not followed.


			Compass, Inc.			17

Corporate Responsibility Highlights

Human Capital Management and Our Culture

At Compass, we believe that our long-term success is based on attracting, developing, and retaining a diverse group of employees who espouse our entrepreneurship principles which define our culture: dream big; move fast; learn from reality; be solutions-driven; obsess about opportunity; collaborate without ego; maximize your strengths; and bounce back with passion.

It is important to us that Compass is a truly great place to work - a place where our employees feel like they belong, are set up for success and can grow. To further this human capital management strategy, we focus on providing training and development opportunities to promote professional development and advancement within the Company, seek employee feedback regularly through engagement surveys and cultivate a workplace that embraces diversity, equity, and inclusion.

Professional Development

Employee training and development is critical to our Company, and we believe that investment in our employees will help us achieve our long-term success. We are committed to providing various training programs and professional development opportunities to our employees so that they can develop critical soft and technical skills and capabilities necessary to excel in their current roles and advance their careers.

Employee Engagement

We strongly value our employee engagement and it is our culture to seek employee feedback regularly. In the past, we have obtained annual employee feedback via online employee engagement surveys and most recently, including in 2023, we utilized more frequent “pulse” surveys to obtain even more regular feedback from our employees. Through the surveys, we measure how successful our employees think we have been in establis

SEC Form DEF 14A filed by Compass Inc.