comp-20260403

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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Compass, Inc.

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Letter to Stockholders

April 3, 2026

To our stockholders:

You are cordially invited to attend the 2026 annual meeting of stockholders (the "Annual Meeting") of Compass, Inc. ("Compass"), which will be held virtually on May 14, 2026 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.

2025 was a year of meaningful progress and strategic expansion for Compass.

In 2025, the residential real estate market continued to face elevated mortgage rates, affordability challenges, and constrained inventory levels. Despite these headwinds, the Compass team and the experienced real estate professionals affiliated with our owned brokerages and independent franchisees delivered another year of excellent results that strengthened the foundation of our business.

Compass is the number one residential real estate brokerage in the United States by sales volume. Importantly, we achieved strong financial results in 2025. Our Net Loss was $58.5 million, compared to $154.4 million in 2024, and we delivered record full‑year revenue of $6.96 billion, record Adjusted EBITDA(1) of $293.4 million, Operating Cash Flow of $216.7 million and positive Free Cash Flow(1) of $203.3 million, marking our second consecutive year of positive Free Cash Flow generation. We remained focused on cost discipline and operational efficiency while continuing to invest in expanding our agent base, integrating and scaling recent acquisitions, and strengthening our proprietary end‑to‑end technology platform.

During 2025, we also advanced key strategic initiatives, including the integration and expansion of the Christie’s International Real Estate affiliate business. This business continues to provide Compass with a scalable, higher‑margin revenue opportunity, enabling us to partner with leading independently operated brokerages across the country.

Looking forward to 2026, we enter the year with strong momentum and a clear strategic roadmap.

Early in 2026, we closed the Anywhere Real Estate transaction, significantly expanding our national presence, accelerating our growth in the franchise, title and integrated services sectors, and strengthening our ability to serve real estate professionals across varied business models. As we integrate Anywhere into Compass, we are focused on capturing planned synergies, operating with discipline, and ensuring a seamless experience for real estate professionals and their clients, franchisees, and partners.

Despite the significant events that have taken place over the past few months, our playbook remains largely unchanged: we will continue to maintain disciplined cost management, grow through organic and inorganic means, expand margins through attach‑rate improvement and scaling higher‑margin businesses, and strengthen our technology platform to deliver differentiated outcomes for real estate professionals and clients. As we execute this playbook and the housing market normalizes, we believe we can drive significant top-and-bottom-line growth for our stockholders.

We rely on the extraordinary efforts of employees and real estate professionals and guidance of our Board of Directors.

I want to thank the entire Compass team for their dedication and resilience during another demanding year in the residential real estate industry. I also extend my gratitude to the Board for its continued leadership and support as we pursue our vision for the future of residential real estate.

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 14, 2026

1:00 pm E.T.

This year’s meeting will be held virtually: www.virtualshareholdermeeting.com/COMP2026

March 17, 2026


ITEMS OF BUSINESS						BOARD VOTING RECOMMENDATION
Proposal No. 1: Elect three Class II director nominees, Allan Leinwand, Charles Phillips and Pamela Thomas-Graham, to serve on the Board of Directors until the 2029 annual meeting of stockholders.						FOR each director nominee
Proposal No. 2: Ratify the appointment of PricewaterhouseCoopers LLP as our independent public accounting firm for 2026.						FOR
Proposal No. 3: Approve, on an advisory (non-binding) basis, the 2025 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 3, 2026.

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/COMP2026

By Order of the Board of Directors,

Ethan Glass

Ethan Glass
Chief Legal Officer and Corporate Secretary


Important Notice Regarding the Availability of Proxy Materials. Our proxy statement and 2025 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 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			14
Evaluating Director Nominees			16
Board Committees			16
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 2026			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 2025 NAMED EXECUTIVE OFFICER COMPENSATION			31
COMPENSATION DISCUSSION AND ANALYSIS			32
Compensation Philosophy, Objectives and Design			33
Our Compensation Best Practices			34
Components of 202 5 NEO Compensation			35
How Our Compensation is Determined			43
Other Compensation Practices and Policies			45
COMPENSATION COMMITTEE REPORT			47
COMPENSATION TABLES			48
Summary Compensation Table			48
Grants of Plan-Based Awards in 2025			49
Outstanding Equity Awards			51
Option Exercises and Stock Vested in 2025			53
N onqualified Deferred Compensation for 2025			5 4
Potential Payments upon Termination or Change in Control			55
CEO Pay Ratio			59
Pay Versus Performance			60
Equity Compensation Plan Information			64
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING			65
OTHER MATTERS			71
Annex			72
Proxy Card			76

Important Information About Annual Meeting

Our 2026 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/COMP2026.

•You may log in to the meeting platform beginning at 12:45 p.m. Eastern Time on May 14, 2026. 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 17, 2026, 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 II directors with a term expiring at the Annual Meeting 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. Class I directors with a term expiring at the 2028 annual meeting of stockholders consist of Robert Reffkin, Frank Martell and Dawanna Williams.

At the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors has approved the nomination of our Class II directors, Allan Leinwand, Charles Phillips and Pamela Thomas-Graham, for re-election for three-year terms expiring at the 2029 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 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 II 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 the specific and particular experience, qualifications, attributes and 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 Corporate Governance and Board of Directors" 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			2026 PROXY STATEMENT

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


			Allan Leinwand Chief Technology Officer, Webflow, Inc.
Age: 59 Director since: May 2022 Current term expires: 2026 Board Committees: Compensation			Experience, Skills and Qualifications: •Deep engineering and technical experience, including expertise in cloud computing, data security and internet architectures Background: •Webflow, Inc., a software-as-a-service provider for website building and hosting, Chief Technology Officer (since 2023) •Shopify Inc., a multinational e-commerce company, Chief Technology Officer (2021- 2023) •Slack Technologies, Inc., a software company, Senior Vice President of Engineering (2018-2021) •ServiceNow, Inc., a software company, Chief Technology Officer (2012-2018) •Zynga Inc., a developer of social video game services, Chief Technology Officer of Infrastructure (2010-2012) •Vyatta, Inc., a software provider, Founding Chief Executive Officer (2005-2012) •Panorama Capital (previously JPMorgan Partners), a venture capital firm, Venture Partner (2004-2010) •B.S. in Computer Science from University of Colorado at Boulder Other Public Company Boards: None Former Public Company Boards: •Anaplan, Inc. (2020-2022) •Marin Software, Inc. (2013-2018)


			Compass, Inc.			3


			Charles Phillips Co-founder & Managing Partner, Recognize Lead Independent Director, Compass, Inc.
Age: 66 Director since: August 2020 Current term expires: 2026 Board Committees: Audit Nominating & Corporate Governance (Chair)			Experience, Skills and Qualifications: •Extensive executive leadership experience in the technology industry •Deep financial and analytical expertise and corporate governance experience Background: •Recognize, a technology-focused private equity firm, Co-founder & Managing Partner (since 2020) •Infor, Inc., a provider of cloud software products, Chief Executive Officer (2010-2020) & Chairman of the Board of Directors (2019-2020) •Oracle Corporation, a multinational computer technology company, President & Director (2003-2010) •Morgan Stanley, a multinational investment management and financial services company, Managing Director (1994-2003) •Apollo Theater, Chairman of the Board (since 2015) •New York Police Foundation, Board member (since 2014) •Council of Foreign Relations, Board member (since 2019) •Defense Innovation Board (since 2021) •Bloomberg L.P., Board member (since January 2024) •Black Economic Alliance, Founder & Co-Chairman (since 2018) •Federal Reserve Bank of New York, Board member (2017-2020) •President Obama’s Economic Recovery Board •Marine Corps, Captain (1981-1986) •B.S. in Computer Science from U.S. Air Force Academy •M.B.A. from Hampton University •J.D. from New York Law School Other Public Company Boards: •American Express Company (since 2020) Former Public Company Boards: •Paramount Global (2006-2024 including service on the Viacom Board) •Oscar Health, Inc. (2021-2022) •Oracle Corporation (2003-2010)


4			2026 PROXY STATEMENT


			Pamela Thomas-Graham Founder & Chief Executive Officer, Dandelion Chandelier LLC
Age: 62 Director since: February 2020 Current term expires: 2026 Board Committees: Compensation (Chair)			Experience, Skills and Qualifications: •Leadership experience as a chief executive officer and executive leader of several public and private companies •Significant expertise in strategic, operational and corporate governance matters on both public and private boards Background: •Dandelion Chandelier LLC, a private digital media enterprise focused on the world of luxury, Founder and Chief Executive Officer (since 2016) •Credit Suisse Group AG, a multinational investment bank and financial services company, held several senior positions, including service on the firm's Executive Board (2010-2016) •Angelo, Gordon & Co., a privately held investment firm, Managing Director (2008-2010) •Liz Claiborne Inc. (now Tapestry), an apparel company, Group President (2005-2007) •CNBC and CNBC.com, a business news channel, President and Chief Executive Officer (1999-2005) •McKinsey & Co., a global management consulting firm, Partner (1989-1999) •M.B.A. from Harvard Business School •J.D. from Harvard Law School Other Public Company Boards: •Bumble, Inc. (since 2020) •Peloton Interactive, Inc. (since 2018) Former Public Company Boards: •Rivian Automotive, Inc. (2021-2024) •Bank of N.T. Butterfield & Son Limited (2017-2024) •Anthemis Digital Acquisitions I Corp. (2021-2023) •Norwegian Cruise Line Holdings, Ltd. (2018-2021) •The Clorox Company (2005-2021)


			Compass, Inc.			5

Biographies for Continuing Directors


			Frank Martell President, Chief Executive Officer & Director, SmartRent, Inc.
Age: 66 Director since: November 2021 Current term expires: 2028 Board Committees: Audit (Chair) Compensation			Experience, Skills and Qualifications: •Over 30 years of executive leadership experience in the marketing, financial services and business information industries •In-depth experience leading real estate analytics and mortgage companies •Extensive experience in developing and leading big data, analytics and software platforms Background: •SmartRent, Inc., a leading provider of smart technology for the multi-family rental industry, President, Chief Executive Officer (since 2025) & Director (since 2024) •loanDepot, Inc., a mortgage loan originator and servicer, President, Chief Executive Officer & Director (2022-2025) •CoreLogic, Inc., a global property information, analytics and data-enabled solutions provider, various senior leadership positions, including President and Chief Executive Officer, Chief Operating Officer and Chief Financial Officer (2011-2022) & Director (2017-2022) •Western Institutional Review Board, a leading provider of review, approval and oversight for clinical research studies, President & Chief Executive Officer (2010-2011) •Advantage Solutions, a sales and marketing consultancy, Chief Financial Officer (2009-2010) •Information Services Group, Inc., a technology insights, market intelligence and advisory services company, Chief Financial Officer (2007-2009) •ACNielsen Corporation, a marketing research firm, various leadership roles including President of Asia Pacific and Emerging Markets, Executive Vice President of the Marketing Information Group, Chief Operating Officer and President of Europe, Middle East and Africa (1996-2006) •Bank of the West, Board member and Audit Committee Chair (2015-2023) •US Mortgage Bankers Association, Board member (2017-2020) •HousingWire Vanguard Award for leadership in the housing industry (2016, 2023 & 2024) •Inman Impact Award for leadership and impact in the housing industry (2023, 2024 & 2025) •B.S. in Accounting from Villanova University Other Public Company Boards: •SmartRent, Inc. (since June 2024) Former Public Company Boards: •CoreLogic, Inc. (2017-2022) •loanDepot, Inc. (2022-2025)


6			2026 PROXY STATEMENT


			Josh McCarter Former Chief Executive Officer, EverPro (a division of EverCommerce, Inc.)
Age: 53 Director since: April 2022 Current term expires: 2027 Board Committees: Nominating & Corporate Governance			Experience, Skills and Qualifications: •Entrepreneur, visionary, leader •Experience building and leading technology companies Background: •EverPro (a division of EverCommerce, Inc.), a software and payments company for the home services industry, Chief Executive Officer (September 2024-February 2026) •ShipMonk, Inc., a tech-enabled third party logistics company, Chief Executive Officer & Director (2023-2024) •Mindbody, Inc., a provider of business management software to the wellness services industry, various senior leadership positions, including Chief Executive Officer, President & Chief Strategy Officer (2018-2022) & Director (2020-2023) •Booker Software, Inc., a software company, Chief Executive Officer & Director (2010-2018) •Arbitech, LLC, a software company, President (2003-2010) •SpaFinder, Inc., an online wellness company, Chief Operating Officer (2000-2002) & Director (2001-2016) •Autobytel (n/k/a Autoweb), an automotive media and marketing services company, Vice President of Business and International Development (1996-2000) •B.A. in Political Science and Business from University of California, Los Angeles •M.B.A. from University of Southern California Other Public Company Boards: None


			Compass, Inc.			7


			Robert Reffkin Founder, Chief Executive Officer & Chairman of the Board of Directors, Compass, Inc.
Age: 46 Director since: October 2012 Current term expires: 2028 Board Committees: None			Experience, Skills and Qualifications: •Deep experience in the real estate industry Background: •Compass, Inc., a global real estate service company, Founder, Chief Executive Officer (since 2012) and Interim Principal Financial Officer (2022), Director (since 2012) & Chairman of the Board of Directors (since 2021) •Goldman Sachs Group, Inc., a multinational investment bank and financial services company, various roles of increasing responsibility, including Chief of Staff to the President and Chief Operating Officer and as a Vice President in the Principal Investment Area (2006-2012) •The White House, fellow at the Department of Treasury (2005-2006) •Lazard Ltd, a global financial advisory and asset management firm, Investment Banker (2003-2005) •McKinsey & Co., a global management consulting firm, Business Analyst (1999-2001) •America Needs You, a non-profit organization that provides mentorship and career development services to first-generation college students, Founder & Board Member (since 2009) •B.A. and M.B.A. from Columbia University Other Public Company Boards: None


8			2026 PROXY STATEMENT


			Steven Sordello Former Chief Financial Officer, LinkedIn Corporation
Age: 56 Director since: November 2020 Current term expires: 2027 Board Committees: Audit Nominating & Corporate Governance			Experience, Skills and Qualifications: •Extensive background in strategy, operational and financial management and M&A •Corporate leadership as an executive at several technology companies Background: •LinkedIn, a business and employment-focused social media platform, Senior Vice President & CFO Emeritus and Chief Financial Officer (2007-2022) •TiVo, Inc., a digital video recorder services company, Chief Financial Officer (2006-2007) •AskJeeves, Inc., a question answering e-business, Chief Financial Officer (1999-2005) •Adobe Systems Incorporated, a software company, senior roles (1994-1999) •Syntex Corporation, a pharmaceuticals company, senior roles (1992-1994) •Grafana Labs, Board member (since September 2024) •Finance Committee at Santa Clara University, member of Board of Trustees, Chair of the Finance Committee (since 2013) •B.S. in Management and an M.B.A. from Santa Clara University Other Public Company Boards: •Atlassian Corporation (since 2015) Former Public Company Boards: •Cloudera, Inc. (2014-2019)


			Compass, Inc.			9


			Dawanna Williams Founder & Managing Principal, Dabar Development Partners
Age: 57 Director since: July 2022 Current term expires: 2028 Board Committees: Audit			Experience, Skills and Qualifications: •Extensive expertise in the real estate industry as a developer and seasoned corporate attorney •Leadership expertise in strategic acquisitions and asset management systems Background: •Dabar Development Partners, a real estate development and investment firm focused on the conversion, renovation and new constructions of real estate properties primarily in New York City, Founder & Managing Principal (since 2003) •Victory Education Partners, an education service provider, General Counsel (2010-2013) •Sidley Austin LLP, a leading law firm, Senior Associate (1999-2003) •Paul Hastings, LLP, a leading law firm, Associate (1996-1999) •New York Real Estate Chamber, Board member (since 2014) •New York City Trust for Cultural Resources, Board member (since 2017) •Apollo Theater, Board member & Real Estate Committee Chair (since 2018) •Ares Industrial Real Estate Income Trust, Board member (since 2023) •A.B. in Economics and Government from Smith College •M.P.A. from Harvard Kennedy School •J.D. from University of Maryland Francis King Carey School of Law Other Public Company Boards: •ACRES Commercial Realty Corp. (since 2021) Former Public Company Boards: •Focus Impact Acquisition Corp. (2021-2024)

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			2026 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 our commitment to transparency, accountability, independence and inclusion.

•All directors are independent, except our CEO

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

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

•Regular executive sessions of independent directors

•Regular review of director and executive succession planning

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

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

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

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

•Pledging transactions subject to approval by our Chief Legal Officer

•Minimum stock ownership requirements for directors and executive officers

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

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

•Vendors expected to comply with published Vendor Code of Ethics

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, SmartRent, Inc.

✓

2021

2028

SmartRent, Inc.

Josh McCarter

Former 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

2028

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

2028

ACRES Commercial Realty Corp.

C = Chair | M = Member


INDEPENDENCE			AGE


12			2026 PROXY STATEMENT

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 well-rounded board with the mix of skills, knowledge and experience that would be relevant in light of the current Board composition and business strategy. They also value inclusion and strive to create a board that consists of individuals reflecting a wide range of backgrounds and perspectives, as represented by our employees, agents, and franchisees, as well as the communities in which we operate. They believe that this mix and diversity of perspectives 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 highlights each current director's specific skills, knowledge and experiences, as well as their backgrounds. For more information about each director’s skills, knowledge and experience, see the sections entitled "Biographies for Class II 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

●

SEC Form DEF 14A filed by Compass Inc.