comp-20250404

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

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Compass, Inc.

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Letter to Stockholders

April 4, 2025

To our stockholders:

You are cordially invited to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Compass, Inc. (“Compass”), which will be held virtually on May 22, 2025 at 1:00 p.m. Eastern Time. Please see additional information about our Annual Meeting in the section entitled “Important Information About Annual Meeting” in the proxy statement.

2024 was a year of resetting and growth for Compass.

In 2024, existing home sales remained at their lowest since 1995, and the residential real estate market faced elevated mortgage rates, high home prices and a lack of inventory. Despite these challenges, the Compass team and our experienced professional agents delivered excellent results that strengthened our business.

For the fourth year in a row, Compass was named the number one residential real estate brokerage in the United States by sales volume and importantly, we produced our first full-year of positive Adjusted EBITDA and Free Cash Flow(1). 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 acquisitions, investing in improving and expanding our proprietary end-to-end technology platform, and building upon our strong culture. In the latter half of 2024, we also announced the acquisition of Christie’s International Real Estate, which added a best-in-class brokerage to Compass and marked our entry into a new business line, allowing us to now partner with independently operated brokerages as a franchisee or a licensee. We refer to this new line of business as our “affiliate business.” With our business now on firm footing, we are setting our sights for further growth and achieving another year of positive Free Cash Flow in 2025.

Looking forward to the future, we believe we are at the beginnings of a structural shift in the residential real estate brokerage industry, with Compass being well-positioned to capitalize on the opportunity.

Our core playbook of controlling our costs, growing market share through organic and inorganic means, expanding margin by increasing attach rates in our title and escrow business, and now the expansion of our new higher-margin Christie’s International Real Estate affiliate business remains a top priority in 2025. As we execute on this playbook and the housing market normalizes, we believe we can drive significant top-and-bottom-line growth for our shareholders. Beyond our core playbook however, we are seeing emergence of potential new and exciting opportunities. The Compass Three-Phased Marketing strategy sits at the center of our strategy as we provide our high-performing agents with an innovative program, which we believe will ultimately benefit all stakeholders. As we increase the adoption of the Compass Three-Phased Marketing strategy throughout 2025 and marry that with our depth of inventory and platform, we believe we will be able to drive differentiated outcomes versus the rest of the industry. Additionally, our mergers and acquisitions pipeline continues to be robust and we will continue to look to strategically add great brands to the Compass, which we believe will further enhance our inventory advantage.

We are also extending our lead in technology as we roll out numerous products in support of the Compass Three-Phased Marketing strategy such as Reverse Prospecting and Make-Me-Sell, which create more proprietary inventory for Compass and we believe will drive more consumers to Compass agents and our platform. Additionally, earlier this year,

we launched Compass One, an all-in-one client dashboard that provides a client-facing version of the Compass platform to consumers, allowing agents’ clients to have a differentiated experience where they can access the tools, services and advantages Compass offers to manage their homeownership journey.

We believe that the combination of our innovative programs for agents, depth of inventory in key markets, and platform will create differentiated outcomes for you, our shareholders, and we’re excited to capitalize on that opportunity in 2025 and beyond.

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 work tirelessly in what continues to be a challenging time in the residential real estate industry. Their incredible dedication, passion and deep commitment to our mission and purpose have allowed us to enter 2025 and beyond with the confidence that we have a strong foundation for future success. Lastly, I would also like to thank the Board for their continued guidance and support as we embark on our bold strategic roadmap to transform the residential real estate brokerage industry.

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

(1) See "Annex" for definitions and a reconciliation of GAAP to non-GAAP measures.

Notice of Annual Meeting of Stockholders

DATE AND TIME

VIRTUAL MEETING

RECORD DATE

May 22, 2025

1:00 pm E.T.

This year’s meeting will be held virtually: www.virtualshareholdermeeting.com/COMP2025

March 24, 2025


ITEMS OF BUSINESS						BOARD VOTING RECOMMENDATION
Proposal No. 1: Elect three Class I director nominees, Robert Reffkin, Frank Martell and Dawanna Williams, to serve on the Board of Directors until the 2028 annual meeting of stockholders.						FOR each director nominee
Proposal No. 2: Ratify the appointment of PricewaterhouseCoopers LLP as our independent public accounting firm for 2025.						FOR
Proposal No. 3: Approve, on an advisory (non-binding) basis, the 2024 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 4, 2025.

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/COMP2025

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 2024 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 I Director Nominees			3
Biographies for Continuing Directors			6
OUR CORPORATE GOVERNANCE AND BOARD OF DIRECTORS			11
Corporate Governance Highlights			11
Board of Directors Composition			11
Our Board of Directors			12
Director Independence			14
Board Governance Structure			15
Evaluating Director Nominees			16
Board Committees			17
Board and Committee Meetings and Attendance			18
Role of the Board of Directors in Risk Oversight			19
Board of Directors and Committee Self-Evaluations			19
Executive Succession Planning			20
Corporate Governance Guidelines and Code of Ethics			20
Insider Trading, Hedging and Pledging Policies			20
Director Compensation			21
RELATED PARTY TRANSACTIONS			23
CORPORATE RESPONSIBILITY HIGHLIGHTS			24
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2025			25
AUDIT COMMITTEE REPORT			26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			28
INFORMATION ABOUT OUR EXECUTIVE OFFICERS			30
PROPOSAL 3: ADVISORY VOTE TO APPROVE 202 4 NAMED EXECUTIVE OFFICER COMPENSATION			31
COMPENSATION DISCUSSION AND ANALYSIS			32
Compensation Philosophy, Objectives and Design			33
Our Compensation Best Practices			34
Components of 202 4 NEO Compensation			34
How Our Compensation is Determined			41
Other Compensation Practices and Policies			42
COMPENSATION COMMITTEE REPORT			45
COMPENSATION TABLES			46
Summary Compensation Table			46
Grants of Plan-Based Awards in 2024			47
Outstanding Equity Awards			48
Option Exercises and Stock Vested in 2024			49
Potential Payments upon Termination or Change in Control			50
CEO Pay Ratio			54
Pay Versus Performance			55
Equity Compensation Plan Information			59
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			60
OTHER MATTERS			66
Annex			67
Proxy Card			71

Important Information About Annual Meeting

Our 2025 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/COMP2025.

•You may log in to the meeting platform beginning at 12:45 p.m. Eastern Time on May 22, 2025. The meeting will begin promptly at 1:00 p.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, March 24, 2025, 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 eight 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 I directors with a term expiring at the Annual Meeting 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. Class III directors with a term expiring at the 2027 annual meeting of stockholders consist of Josh McCarter and Steven Sordello.

At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors has approved the nomination of our Class I directors, Robert Reffkin, Frank Martell and Dawanna Williams, for re-election for three-year terms expiring at the 2028 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 Ms. Williams as a director, effective July 2022, to fill a vacancy resulting from an increase in the size of the Board. Ms. Williams is standing for election by stockholders for the first time at the Annual Meeting. Ms. Williams 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 three nominees receiving the most "FOR" votes will be elected as the Class I 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.


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


2			2025 PROXY STATEMENT

Biographies for Class I Director Nominees
For a Three-Year Term to Expire in 2028


			Robert Reffkin Founder, Chief Executive Officer & Chairman of the Board of Directors, Compass, Inc.
Age: 45 Director since: October 2012 Current term expires: 2025 Board Committees: None			Experience, Skills and Qualifications: •Deep experience in the real estate industry Background: •Compass, Inc., a residential real estate brokerage, Founder, Chief Executive Officer (since 2012) and Interim Principal Financial Officer (2022), Director (since 2012) & Chairman of the Board of Directors (since 2021) •Goldman Sachs Group, Inc., a multinational investment bank and financial services company, various roles of increasing responsibility, including Chief of Staff to the President and Chief Operating Officer and as a Vice President in the Principal Investment Area (2006-2012) •The White House, fellow at the Department of Treasury (2005-2006) •Lazard Ltd, a global financial advisory and asset management firm, Investment Banker (2003-2005) •McKinsey & Co., a global management consulting firm, Business Analyst (1999-2001) •America Needs You, a non-profit organization that provides mentorship and career development services to first-generation college students, Founder & Board Member (since 2009) •B.A. and M.B.A. from Columbia University Other Public Company Boards: None


			Compass, Inc.			3


			Frank Martell President, Chief Executive Officer & Director, loanDepot, Inc. (Since April 2022, Mr. Martell has served as President and CEO and a director and will do so until the company’s annual shareholder meeting on June 4, 2025.)
Age: 65 Director since: November 2021 Current term expires: 2025 Board Committees: Audit (Chair) Compensation			Experience, Skills and Qualifications: •Over 30 years of executive leadership experience in the marketing, financial services and business information industries •In-depth experience leading real estate analytics and mortgage companies Background: •loanDepot, Inc., a mortgage loan originator and servicer, President, Chief Executive Officer & Director (since 2022 and until the company’s annual shareholder meeting on June 4, 2025) •CoreLogic, Inc., a global property information, analytics and data-enabled solutions provider, various senior leadership positions, including President and Chief Executive Officer, Chief Operating Officer and Chief Financial Officer (2011-2022) & Director (2017-2022) •Western Institutional Review Board, a leading provider of review, approval and oversight for clinical research studies, President & Chief Executive Officer (2010-2011) •Advantage Solutions, a sales and marketing consultancy, Chief Financial Officer (2009-2010) •Information Services Group, Inc., a technology insights, market intelligence and advisory services company, Chief Financial Officer (2007-2009) •ACNielsen Corporation, a marketing research firm, various leadership roles including President of Asia Pacific and Emerging Markets, Executive Vice President of the Marketing Information Group, Chief Operating Officer and President of Europe, Middle East and Africa (1996-2006) •Bank of the West, Board member and Audit Committee Chair (2015-2023) •US Mortgage Bankers Association, Board member (2017-2020) •HousingWire Vanguard Award for leadership in the housing industry (2016, 2023 & 2024) •Inman Impact Award for leadership and impact in the housing industry (2023, 2024 & 2025) •B.S. in Accounting from Villanova University Other Public Company Boards: •SmartRent, Inc. (since June 2024) •loanDepot, Inc. (since 2022) Former Public Company Boards: •CoreLogic, Inc. (2017-2022)


4			2025 PROXY STATEMENT


			Dawanna Williams Founder & Managing Principal, Dabar Development Partners
Age: 56 Director since: July 2022 Current term expires: 2025 Board Committees: Audit			Experience, Skills and Qualifications: •Extensive expertise in the real estate industry as a developer and seasoned corporate attorney •Leadership expertise in strategic acquisitions and asset management systems Background: •Dabar Development Partners, a real estate development and investment firm focused on the conversion, renovation and new constructions of real estate properties primarily in New York City, Founder & Managing Principal (since 2003) •Victory Education Partners, an education service provider, General Counsel (2010-2013) •Sidley Austin LLP, a leading law firm, Senior Associate (1999-2003) •Paul Hastings, LLP, a leading law firm, Associate (1996-1999) •New York Real Estate Chamber, Board member (since 2014) •New York City Trust for Cultural Resources, Board member (since 2017) •Apollo Theater, Board member & Real Estate Committee Chair (since 2018) •Ares Industrial Real Estate Income Trust, Board member (since 2023) •A.B. in Economics and Government from Smith College •M.P.A. from Harvard Kennedy School •J.D. from University of Maryland Francis King Carey School of Law Other Public Company Boards: •ACRES Commercial Realty Corp. (since 2021) Former Public Company Boards: •Focus Impact Acquisition Corp. (2021-2024)


			Compass, Inc.			5

Biographies for Continuing Director


			Allan Leinwand Chief Technology Officer, Webflow, Inc.
Age: 58 Director since: May 2022 Current term expires: 2026 Board Committees: Compensation			Experience, Skills and Qualifications: •Deep engineering and technical experience, including expertise in cloud computing, data security and internet architectures Background: •Webflow, Inc., a software-as-a-service provider for website building and hosting, Chief Technology Officer (since 2023) •Shopify Inc., a multinational e-commerce company, Chief Technology Officer (2021- 2023) •Slack Technologies, Inc., a software company, Senior Vice President of Engineering (2018-2021) •ServiceNow, Inc., a software company, Chief Technology Officer (2012-2018) •Zynga Inc., a developer of social video game services, Chief Technology Officer of Infrastructure (2010-2012) •Vyatta, Inc., a software provider, Founding Chief Executive Officer (2005-2012) •Panorama Capital (previously JPMorgan Partners), a venture capital firm, Venture Partner (2004-2010) •B.S. in Computer Science from University of Colorado at Boulder Other Public Company Boards: None Former Public Company Boards: •Anaplan, Inc. (2020-2022) •Marin Software, Inc. (2013-2018)


6			2025 PROXY STATEMENT


			Josh McCarter Chief Executive Officer, EverPro (a division of EverCommerce, Inc.)
Age: 52 Director since: April 2022 Current term expires: 2027 Board Committees: Nominating & Corporate Governance			Experience, Skills and Qualifications: •Entrepreneur, visionary, leader •Experience building and leading technology companies Background: •EverPro (a division of EverCommerce, Inc.), a software and payments company for the home services industry, Chief Executive Officer (since September 2024) •ShipMonk, Inc., a tech-enabled third party logistics company, Chief Executive Officer & Director (June 2023-May 2024) •Mindbody, Inc., a provider of business management software to the wellness services industry, various senior leadership positions, including Chief Executive Officer, President & Chief Strategy Officer (2018-2022) & Director (2020-2023) •Booker Software, Inc., a software company, Chief Executive Officer & Director (2010-2018) •Arbitech, LLC, a software company, President (2003-2010) •SpaFinder, Inc., an online wellness company, Chief Operating Officer (2000-2002) & Director (2001-2016) •Autobytel (n/k/a Autoweb), an automotive media and marketing services company, Vice President of Business and International Development (1996-2000) •B.A. in Political Science and Business from University of California, Los Angeles •M.B.A. from University of Southern California Other Public Company Boards: None


			Compass, Inc.			7


			Charles Phillips Co-founder & Managing Partner, Recognize Lead Independent Director, Compass, Inc.
Age: 65 Director since: August 2020 Current term expires: 2026 Board Committees: Audit Nominating & Corporate Governance			Experience, Skills and Qualifications: •Extensive executive leadership experience in the technology industry •Deep financial and analytical expertise and corporate governance experience Background: •Recognize, a technology-focused private equity firm, Co-founder & Managing Partner (since 2020) •Infor, Inc., a provider of cloud software products, Chief Executive Officer (2010-2020) & Chairman of the Board of Directors (2019-2020) •Oracle Corporation, a multinational computer technology company, President & Director (2003-2010) •Morgan Stanley, a multinational investment management and financial services company, Managing Director (1994-2003) •Apollo Theater, Chairman of the Board (since 2015) •New York Police Foundation, Board member (since 2014) •Council of Foreign Relations, Board member (since 2019) •Defense Innovation Board (since 2021) •Bloomberg L.P., Board member (since January 2024) •Black Economic Alliance, Founder & Co-Chairman (since 2018) •Federal Reserve Bank of New York, Board member (2017-2020) •President Obama’s Economic Recovery Board •Marine Corps, Captain (1981-1986) •B.S. in Computer Science from U.S. Air Force Academy •M.B.A. from Hampton University •J.D. from New York Law School Other Public Company Boards: •American Express Company (since 2020) Former Public Company Boards: •Paramount Global (2006-2024 including service on the Viacom Board) •Oscar Health, Inc. (2021-2022) •Oracle Corporation (2003-2010)


8			2025 PROXY STATEMENT


			Steven Sordello Former Chief Financial Officer, LinkedIn Corporation
Age: 55 Director since: November 2020 Current term expires: 2027 Board Committees: Audit Nominating & Corporate Governance			Experience, Skills and Qualifications: •Extensive background in strategy, operational and financial management and M&A •Corporate leadership as an executive at several technology companies Background: •LinkedIn, a business and employment-focused social media platform, Senior Vice President & CFO Emeritus and Chief Financial Officer (2007-2022) •TiVo, Inc., a digital video recorder services company, Chief Financial Officer (2006-2007) •AskJeeves, Inc., a question answering e-business, Chief Financial Officer (1999-2005) •Adobe Systems Incorporated, a software company, senior roles (1994-1999) •Syntex Corporation, a pharmaceuticals company, senior roles (1992-1994) •Grafana Labs, Board member (since September 2024) •Finance Committee at Santa Clara University, member of Board of Trustees, Chair of the Finance Committee (since 2013) •B.S. in Management and an M.B.A. from Santa Clara University Other Public Company Boards: •Atlassian Corporation (since 2015) Former Public Company Boards: •Cloudera, Inc. (2014-2019)


			Compass, Inc.			9


			Pamela Thomas-Graham Founder & Chief Executive Officer, Dandelion Chandelier LLC
Age: 61 Director since: February 2020 Current term expires: 2026 Board Committees: Compensation (Chair)			Experience, Skills and Qualifications: •Leadership experience as a chief executive officer and executive leader of several public and private companies •Significant expertise in strategic, operational and corporate governance matters on both public and private boards Background: •Dandelion Chandelier LLC, a private digital media enterprise focused on the world of luxury, Founder and Chief Executive Officer (since 2016) •Credit Suisse Group AG, a multinational investment bank and financial services company, held several senior positions, including service on the firm's Executive Board (2010-2016) •Angelo, Gordon & Co., a privately held investment firm, Managing Director (2008-2010) •Liz Claiborne Inc. (now Tapestry), an apparel company, Group President (2005-2007) •CNBC and CNBC.com, a business news channel, President and Chief Executive Officer (1999-2005) •McKinsey & Co., a global management consulting firm, Partner (1989-1999) •M.B.A. from Harvard Business School •J.D. from Harvard Law School Other Public Company Boards: •Bumble, Inc. (since 2020) •Peloton Interactive, Inc. (since 2018) Former Public Company Boards: •Rivian Automotive, Inc. (2021-2024) •Bank of N.T. Butterfield & Son Limited (2017-2024) •Anthemis Digital Acquisitions I Corp. (2021-2023) •Norwegian Cruise Line Holdings, Ltd. (2018-2021) •The Clorox Company (2005-2021)

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.


10			2025 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 with 4 directors from a diverse racial or ethnic group, including 2 diverse females

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

•Regular executive sessions of independent directors

•Regular review of director and executive succession planning

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

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

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

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

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

•Pledging transactions subject to approval by our General Counsel

•Minimum stock ownership requirements for directors and executive officers

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

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

•Vendors expected to comply with published Vendor Code of Ethics

Board of Directors Composition

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.			11

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.

✓

2022

2026

None

Frank Martell

President and Chief Executive Officer, loanDepot, Inc.

✓

2021

2025

loanDepot, Inc. and SmartRent, Inc.

Josh McCarter

Chief Executive Officer,

EverPro

✓

2022

2027

None

Charles Phillips

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

✓

2020

2026

American Express Company

Robert Reffkin

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

2012

2025

None

Steven Sordello

Former Chief Financial Officer,

✓

2020

2027

Atlassian Corporation

Pamela Thomas-Graham

Founder and Chief Executive Officer, Dandelion Chandelier, LLC

✓

2020

2026

Bumble, Inc. and Peloton Interactive, Inc.

Dawanna Williams

Founder and Managing Principal, Dabar Development Partners

✓

2022

2025

ACRES Commercial Realty Corp.

C = Chair | M = Member


INDEPENDENCE			AGE


12			2025 PROXY STATEMENT

Board Demographics

Our Nominating and Corporate Governance Committee and Board of Directors value diversity and strive to create a board that consists of individuals reflecting the diversity represented by our employees, agents, and affiliates, as well as the 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: 8	Female	Male
Gender Identity
Directors	2	6
Racial/Ethnic Background
African American or Black	2	2
White		3
Declined to Disclose Racial/Ethnic Background		1


GENDER DIVERSITY			RACIAL DIVERSITY


			Compass, Inc.			13

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 diverse 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 this mix contributes to effective oversight of the management and operations of the Company. They also 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 I Director Nominees” and “Biographies for Continuing Directors” in this proxy statement.

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

●

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 their 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 Founder and 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


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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 Governance Structure

We are committed to strong Board governance structure and our Nominating and Corporate Governance Committee, together with the Board of Directors, periodically reviews and considers whether the current structure remains appropriate, including the classified board and the separation of the Chairperson and CEO roles or the appointment of a Lead Independent Director, either permanently or for specific purposes.

Based on the most recent review in 2024, it was determined that the classified board and the current leadership structure, where Mr. Reffkin, our CEO, serves as the Chairperson of the Board of Directors and Mr. Phillips serves as the Lead Independent Director, continue to be appropriate and is in the best interests of the Company and our stockholders.

Classified Board

Our current Board of Directors is divided into three classes, with each class representing approximately one-third of the Board. Given the current size of the Board, two of our classes consist of three directors and one class consists of two directors. Each year, one class of directors stands for election for a three-year term. All directors, regardless of the length of their term, have a fiduciary duty under the law to act in a manner they believe to be in the best interests of the Company and all of our stockholders.

While our Nominating and Corporate Governance Committee and the Board of Directors believe that the classified board continues to provide a number of important benefits to the Company and its stockholders at this time, our directors are committed to evaluating the Board structure periodically and making their determination based on then-current facts. During the most recent review of the Board structure in 2024, our Nominating and Corporate Governance Committee and the Board of Directors considered a number of factors, including but not limited to:

•Enhances Institutional Knowledge. The classified board structure ensures that at any given time, the Board consists of experienced directors who are familiar with the Company's business, strategic goals, business objectives, risks, specific operating and regulatory environment, history, culture and competition. This is particularly important in the real estate industry, which has in the last several years experienced a significantly pro-longed downturn and is currently undergoing a number of industry-wide changes.

•Promotes Long-Term Focus. The classified board structure helps the Company attract and retain qualified directors who are willing to commit the time and resources necessary to understand the Company's long-term goals and objectives, encourages directors to adopt a long-term focus in overseeing the management and affairs of the Company and allows directors to focus on long-term stockholder value and returns. In contrast, an annual election of all directors can, in some cases, lead to short-term focus or a concentration on only immediate results, which can discourage or impair long-term investments, improvements and initiatives that may be in the best interests of stockholders. Further, our classified board structure strengthens our non-management directors’ independence from special interest groups and other parties whose short-term goals may not be in the best interests of the Company and the stockholders.

•Fosters Stability and Continuity on the Board. In the event of an unsolicited takeover, which at times could be short-term focused and abusive, the classified board structure permits greater time and a more orderly process for directors to consider any takeover bids and to explore all alternatives to maximize stockholder value. Without a classified board, a potential acquirer could gain control of our Board at a single annual meeting by


			Compass, Inc.			15

replacing a majority of directors with its own nominees. The classified board also makes it more likely that a potential acquirer will first initiate unsolicited takeover actions through negotiations with the Board of Directors.

Board Leadership Structure

Our corporate governance policies allow the Board of Directors to choose its Chairperson in any way that it considers to be in the best interests of the Company and its stockholders, and the Chairperson can be the Company's CEO or any other executive officer, so long as the Board of Directors, by a majority vote of the independent directors, designates a Lead Independent Director. A Lead Independent Director will preside over periodic meetings of the independent directors, serve as a liaison between the Chairperson, the independent directors and management, and perform such additional duties as our Board of Directors may otherwise determine and delegate. Currently, Mr. Reffkin, who is also the Company's CEO, serves as the Chairperson of our Board of Directors and Mr. Phillips serves as the Lead Independent Director.

As the Company's founder, the CEO since the Company's inception, and the Chairperson of the Board of Directors since the Company went public in April 2021, Mr. Reffkin has deep and unparalleled knowledge of the Company's business and real estate industry. His day-to-day involvement in managing our business allows him to efficiently identify and timely communicate significant business developments, which is important to effective governance. Given this, he is able to lead the Company with a cohesive business strategy with the necessary flexibility to navigate opportunities, challenges and changing needs of the Company while focusing the Board of Directors on the most critical business matters and issues.

Mr. Phillips has been serving as our Lead Independent Director since the Company went public in April 2021. His insightful and sound leadership over the past years have positively contributed to recruiting and nominating strong, independent-minded and committed directors with a wide range of relevant expertise that allows the Board to effectively perform its primary oversight functions, including independent oversight of management, ability to constructively challenge management and foster clear accountability and effective decision-making.

The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Reffkin's and Mr. Phillips' individual expertise and strengths allow them to effectively work together and facilitate effective oversight, governance and decision-making by the Board of Directors.

Evaluating Director Nominees

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

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

Any stockholder wishing to recommend a candidate for director should submit the recommendation in writing to Compass, Inc., Nominating and Corporate Governance Committee, 110 5th Avenue, 4th Floor, New York, New York, 10011, Attention: Corporate Secretary. The written submission should comply with all requirements set forth in the Company’s Certificate of Incorporation and Bylaws. The Nominating and Corporate Governance Committee will


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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.

Audit Committee


MEMBERS:			MEETINGS HELD IN 2024: 5
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.


			Compass, Inc.			17

Compensation Committee


MEMBERS			MEETINGS HELD IN 2024: 5
Pamela Thomas-Graham (Chair) 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.

Nominating and Corporate Governance Committee


MEMBERS			MEETINGS HELD IN 2024: 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.


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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 eight times during 2024. 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 2024 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.

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, regulatory, and 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 2024 Board and committee self-evaluations, the Nominating and Corporate Governance Committee, in consultation with our Chairperson, Lead Independent Director and General Counsel, selected a written questionnaire format with an optional interview with our Lead Independent Director. Written questionnaires were provided to each Board member that addressed oversight with respect to strategy,


			Compass, Inc.			19

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. Directors were also given an opportunity to meet with our Lead Independent Director to discuss any matters in a one-on-one confidential live setting. 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.

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.

Insider Trading, Hedging and Pledging Policies

We have adopted an insider trading policy applicable to our employees (including executive officers), directors, contractors (excluding agents), consultants and certain other persons (collectively, “covered persons”) that applies to the purchase, sale and other disposition of our securities. We believe the policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations and the NYSE listing rules. Among other things, our insider trading policy (i) prohibits trading by covered persons in our securities while aware of material, non-public information about the Company or in the securities of other publicly traded companies while aware of material, non-public information about such companies gained in the course of working for the Company, and misusing such information, such as by “tipping” material, non-public information or making unauthorized disclosure and (ii) sets forth our quarterly trading windows, our pre-clearance procedures (and who is subject to such procedures) and requirements pertaining to trading plans that meet the requirements of Rule 10b5-1 under the Exchange Act. The policy also requires the Company to comply with applicable laws when trading in its own securities. Our insider trading policy was filed as Exhibit 19.1 to our annual report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 25, 2025.

Our insider trading policy prohibits, among other things, our employees, including NEOs, and directors, from making short sales and engaging in hedging or monetization transactions involving our securities, and, except in order to exercise stock options that we issued, engaging in transactions involving options or other derivatives securities, such as puts or calls, whether such securities are granted as compensation or are held, directly or indirectly, by the employee or director. In addition, our insider trading policy prohibits our employees, including NEOs, and directors from pledging our securities as collateral absent previous approval by our General Counsel, which shall only be granted in accordance with our pledging guidelines. Our pledging guidelines prohibit pledges of our securities as collateral for “purpose” based


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margin loans and restrict pledges for other loans. Under our pledging guidelines, our General Counsel is authorized to approve pledges of our securities by NEOs only when a loan does not exceed $20 million and pledged securities do not exceed 20% of all outstanding securities held by the pledging NEO.

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.			21

2024 Director Compensation Table

The table below provides information regarding the total compensation of the non-employee directors who served on our Board of Directors during 2024. Mr. Reffkin was our only employee director in 2024 and received no compensation for his service as a director. Other than as set forth in the table below, during 2024, we did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to the non-employee directors.


	Fees Earned or		Stock
	Paid in Cash		Awards		Total
Name	($)	(1)	($)	(2)	($)
Allan Leinwand	57,500		212,620		270,120
Frank Martell	77,500		212,620		290,120
Josh McCarter	55,000		212,620		267,620
Charles Phillips	120,000		212,620		332,620
Steven Sordello	65,000		212,620		277,620
Pamela Thomas-Graham	65,000		212,620		277,620
Dawanna Williams	60,000		212,620		272,620
(1) The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each non-employee director in 2024. (2) Each non-employee director was granted an annual equity award of 57,310 RSUs. The amounts in this column do not reflect the actual economic value realized by each non-employee director. In accordance with SEC rules, the amounts reported in this column represent the value of shares underlying stock awards, calculated in accordance with ASC 718. For additional information, see Notes 2 and 13 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 25, 2025 (the “Annual Report”). The assumptions used in calculating the value of the stock and option awards are set forth in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates and Policies—Stock-Based Compensation” in the Annual Report.

The aggregate number of unvested stock awards and the aggregate number of unexercised option awards outstanding as of December 31, 2024 for our non-employee directors are:


Name	Unvested Stock Awards	Unexercised Option Awards
Allan Leinwand	57,310	–
Frank Martell	57,310	–
Josh McCarter	57,310	–
Charles Phillips	57,310	194,460
Steven Sordello	57,310	194,460
Pamela Thomas-Graham	57,310	194,460
Dawanna Williams	57,310	–


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Related Party Transactions

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

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

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

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

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

There were no transactions required to be reported in this proxy statement since the beginning of fiscal year 2024.


			Compass, Inc.			23

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. Through the surveys, we measure how successful our employees think we have been in establishing our culture, employee engagement, overall employee job satisfaction and employee work-life balance. We use survey results to improve our employees’ experience, refocus the emphasis we put on various aspects of our employees’ relationship to our Company and improve our employee benefit offerings.

Diversity, Equity & Inclusion

Cultivating a workplace that embraces diversity, equity, and inclusion is important to us. We do so by embracing diversity and fostering an open environment through our employee-led affinity groups available to all of our employees. We have over 10 employee affinity groups, including Black at Compass, Out at Compass, Veterans at Compass, Moms at Compass, Indigenous at Compass and Latinx at Compass. Each of our affinity groups is led by and for employee community members and allies and championed by executive leadership. Our affinity groups provide extraordinary programming for our employees ranging from discussions, panels, volunteer opportunities, and social events. Additionally, we offer special programming during Black History Month, Women’s History Month, AAPI Heritage Month, LGBTQ+ Pride Month, Latinx Heritage Month and National Native American Heritage Month. To reaffirm our strong commitment to diversity, equity and inclusion, we recently declared Juneteenth a paid company holiday so that our employees can commemorate this day.

Environmental Sustainability

We are committed to sustainability in our operations. Our technology platform operates in a cloud-based model, allowing our agents to provide their services remotely without the need to have a physical office. While we continue to have physical offices, we thoughtfully locate them in population centers and they are no larger than needed for our agents to service their clients. We believe that our platform has allowed, and will continue to allow us, to have a smaller physical geographical footprint than would be needed without the platform, thereby minimizing our already limited environmental footprint.


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Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Public Accounting Firm for 2025

The Audit Committee, which consists entirely of independent directors, is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditor. The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent public accounting firm for the fiscal year ending December 31, 2025. We believe that PwC offers services on par with the best in their industry and is sufficiently qualified to conduct their duties as our independent auditor. Additionally, PwC has served as our independent public accounting firm since 2014, and we believe continuation of their service would be in the best interest of the Company and our stockholders. Accordingly, we are asking our stockholders to ratify the appointment of PwC as our independent auditor for 2025. Although our governing documents do not require us to submit this matter to stockholders, we are submitting the appointment of PwC for ratification by our stockholders because we value our stockholders’ views on the Company’s independent auditors and as a matter of good corporate practice.

In the event that the appointment of PwC is not ratified by our stockholders, the Audit Committee will consider this outcome of the vote in its appointment process in the future. Even if the appointment is ratified, the Audit Committee, in its discretion, may appoint a different independent public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of PwC are expected to be present at the Annual Meeting to answer appropriate questions and make a statement if they desire to do so.


The Board of Directors and the Audit Committee recommend a vote “FOR” the ratification of the appointment of PwC as our independent public accounting firm for the fiscal year ending December 31, 2025.


			Compass, Inc.			25

Audit Committee Report

The Audit Committee operates under a written charter adopted and annually reviewed by the Board of Directors. The current members of the Audit Committee are Messrs. Martell (Chairman), Phillips and Sordello and Ms. Williams. Our Board of Directors has determined that each member of the Audit Committee meets the independence requirements of the NYSE and the SEC, and otherwise satisfies the requirements for audit committee service imposed by the Exchange Act. In addition, the Board of Directors has determined that Mr. Martell is an “audit committee financial expert” as defined by applicable SEC rules.

The Audit Committee relies on the expertise and knowledge of management and the Company’s independent public accounting firm in carrying out its oversight responsibilities. Management and the independent public accounting firm are responsible for ensuring the preparation and audit of financial statements are in compliance with generally accepted accounting principles in the United States of America (“GAAP”).

During 2024 and early 2025, among other actions, the Audit Committee:

●reviewed and discussed with management, our internal auditors and PwC, Compass’ annual audited and quarterly unaudited financial statements;

●reviewed and discussed with PwC the matters required to be discussed by the applicable requirements of the SEC and Public Company Accounting Oversight Board ("PCAOB");

●reviewed and discussed with management and PwC, management’s report and PwC’s report on internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002; and

●received written disclosures and a letter from PwC pursuant to applicable PCAOB requirements regarding PwC's communications with the Audit Committee concerning independence and discussed with PwC auditor independence.

Based on the Audit Committee’s review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Respectfully submitted by the members of the Audit Committee of the Board of Directors:

Frank Martell (Chair)

Charles Phillips

Steven Sordello

Dawanna Williams

The information contained in the preceding Audit Committee Report shall not be deemed to be soliciting material or filed with the SEC, nor shall such information be incorporated by reference into any prior or future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates the Audit Committee Report by reference in such filing.


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Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Public Accounting Firm

The Audit Committee has adopted a policy requiring pre-approval of all audit and permissible non-audit related services provided to the Company by the independent public accounting firm. Under this policy, the Audit Committee is responsible for reviewing the scope of the services to be provided and pre-approving the fees for these services. These services may include audit services, audit-related services, tax services and other services.

The scope of and the fees for all of the services listed in the table under “Fees Paid to the Independent Public Accounting Firm” were approved by the Audit Committee.

Fees Paid to the Independent Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to us by PwC for our fiscal years ended December 31, 2024 and December 31, 2023.


	2024		2023
Audit Fees(1)	$	2,469,000	$	2,900,000
Audit-Related Fees(2)		205,000		105,000
Tax Fees(3)		227,000		-
Other Fees(4)		665,000		10,000
Total Fees	$	3,566,000	$	3,015,000
(1) Includes fees for audit services primarily related to the audit of our annual consolidated financial statements and internal control over financial reporting; the review of our quarterly consolidated financial statements; comfort letters, consents and assistance with and review of documents filed with the SEC; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the PCAOB. (2) Includes fees for assurance and related services, including consultation fees related to technical accounting matters, that are reasonably related to the performance of the audit or review of our financial statements. (3) Includes fees for tax compliance and advice. Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal and state and international income tax matters, assistance with sales tax and assistance with tax audits. (4) Includes fees for services other than the services reported in audit fees, audit-related fees, and tax fees. Such fees include permissible quality of earnings and due diligence engagements related to acquisitions and subscription costs relating to accounting research tools.

The Audit Committee has reviewed the provision of all services provided by PwC, including the non-audit services and other services listed in the above table, and determined that all services provided were compatible with PwC’s independence.


			Compass, Inc.			27

Security Ownership of Certain Beneficial Owners and Management

The following table presents certain information with respect to the beneficial ownership of our common stock as of March 24, 2025 for:

●each of our directors;

●each of our named executive officers ("NEOs");

●all of our current directors and executive officers as a group; and

●each stockholder known by us to be the beneficial owner of more than 5% of our Class A or Class C common stock.

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, based on information furnished to us, the persons and entities named in the table have sole voting and investment power with respect to all shares they beneficially own, subject to applicable community property laws.

We have based our calculation of the percentage of beneficial ownership on 508,532,452 shares of our Class A common stock, no shares of our Class B common stock, and 10,122,433 shares of our Class C common stock outstanding as of March 24, 2025. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 24, 2025 or issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of March 24, 2025, to be outstanding and to be beneficially owned by the person holding the stock option or RSU for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Each share of Class A common stock is entitled to one vote per share. Shares of Class B common stock do not have voting rights. Each share of Class C common stock is entitled to 20 votes per share.

Unless otherwise indicated, the address of each beneficial owner in the table below is c/o Compass, Inc., 110 Fifth Avenue, 4th Floor, New York, New York 10011.


28			2025 PROXY STATEMENT


	Class A		Class C
Name of Beneficial Owner	Shares	% of Class	Shares	% of Class	% Total Voting Power
5% Stockholders:
The Vanguard Group(1)	67,200,057	13.2	—	—	9.5
SVF Excalibur (Cayman) Limited(2)	58,070,273	11.4	—	—	8.2
FMR LLC(3)	46,787,990	9.2	—	—	6.6
BlackRock, Inc.(4)	28,806,208	5.7	—	—	4.1
NEOs and Directors:
Robert Reffkin(5)	7,828,116	1.5	10,122,433	100	29.6
Kalani Reelitz(6)	841,729	*	—	—	*
Bradley Serwin(7)	963,488	*	—	—	*

SEC Form DEF 14A filed by Compass Inc.