DEF 14A 1 tmb-20220620xdef14a.htm DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]

Preliminary Proxy Statement

[ ]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X]

Definitive Proxy Statement

[ ]

Definitive Additional Materials

[ ]

Soliciting Material under §240.14a-12

EXP WORLD HOLDINGS, INC.

______________________________________________________________________________________

(Name of Registrant as Specified in Its Charter)

_______________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]	No fee required.

[ ]	Fee paid previously with preliminary materials.

[ ]	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Table of Contents

A picture containing text, sign, clipart

Description automatically generated

April 27, 2022

To the stockholders of eXp World Holdings, Inc.:

It is my pleasure to invite you to attend the Annual Meeting of Stockholders of eXp World Holdings, Inc. to be held on Monday, June 20, 2022, at 3: 00 p.m., Eastern Time with a physical location at Rosen Shingle Creek, 9939 Universal Blvd., Orlando, FL 32819 and a simultaneous virtual meeting, which will be held virtually at https://virtualshareholdermeeting.com/EXPI2022. In order to give stockholders the option of attending the 2022 Annual Meeting online or in-person, we are conducting a “hybrid” meeting. Each holder of common stock as of the close of business on the record date of April 22, 2022 will be able to vote their shares via the Internet (i) until June 19, 2022 at 11:59 PM ET by logging into www.proxyvote.com and entering the control number included on their proxy card and (ii) during the meeting by logging into https://virtualshareholdermeeting.com/EXPI2022 and entering the control number included on their proxy card.

During the Annual Meeting, stockholders will be asked to elect the entire Board of Directors (the “Board”) and to ratify the appointment of Deloitte & Touche LLP as our independent auditor for 2022. We also will be asking stockholders for approval, by an advisory vote, of our 2021 named executive officer compensation as disclosed in the Proxy Statement for the Annual Meeting (a “say-on-pay” vote). All of these matters are important, and we urge you to vote in favor of the election of each of the director nominees, the ratification of the appointment of our independent auditor, and the approval of our 2021 named executive officer compensation.

The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge at https://expworldholdings.com/investors/sec-filings/.

It is important that you vote your shares of common stock by proxy, regardless of the number of shares you own. You will find the instructions for voting on your proxy card. We appreciate your prompt attention.

The Board invites you to participate in the Annual Meeting so that management can discuss business developments and trends with you. Thank you for your support, and we look forward to joining you at the Annual Meeting.



	Sincerely,

	/s/ Glenn Sanford
	Glenn Sanford
	Chief Executive Officer

Table of Contents

A picture containing text, sign, clipart Description automatically generated

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 20, 2022

The Board of Directors (the “Board”) is soliciting proxies for use at the eXp World Holdings, Inc. 2022 Annual Meeting. You are receiving the enclosed proxy statement because you were a holder of common stock as of the close of business on the record date of April 22, 2022, and therefore are entitled to vote at the Annual Meeting.

TIME & DATE:

3:00 p.m., Eastern Time
June 20, 2022

RECORD DATE:

You are eligible to vote if you were a stockholder of record as of the close of business on April 22, 2022.

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares as soon as possible. Submitting a proxy will not prevent you from attending the Annual Meeting and voting at the meeting.

By Order of the Board of Directors,

/s/ James Bramble

James Bramble

Chief Legal Counsel

PLACE:

In-person and virtually

In-person at:

Rosen Shingle Creek

9939 Universal Blvd.

Orlando, FL 32819

Virtually at:

https://virtualshareholdermeeting.com/EXPI2022

PURPOSE:

The purpose of the Annual Meeting is to consider and vote on the following proposals:

1. Elect seven directors.

2. Ratify the appointment of Deloitte & Touche LLP as our independent auditor for the fiscal year ending December 31, 2022.

3. Approve our 2021 named executive officer compensation on a non-binding advisory basis (“Say on Pay”).

In addition, any other business properly presented may be acted upon at the meeting.

PROXY VOTING:

Your vote is important. You may vote your shares:

●

over the internet before the Annual Meeting at www.proxyvote.com and entering the control number included on your proxy card.

●

by mailing your completed proxy in advance of the Annual Meeting to:

Vote Processing
c/o Broadridge
51 Mercedes Way,
Edgewood, NY 11717

●

over the internet during the Annual Meeting at https://virtualshareholdermeeting.com/EXPI2022 and entering the control number included on your proxy card.

The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge at https://expworldholdings.com/investors/sec-filings/.

Table of Contents

A picture containing text, sign, clipart Description automatically generated

eXp WORLD HOLDINGS, INC

2219 Rimland Drive, Suite 301

Bellingham, WA 98226

Proxy Statement dated April 27, 2022

2022 Annual Meeting of Stockholders

eXp World Holdings, Inc., a Delaware corporation, is furnishing this Proxy Statement and related proxy materials in connection with the solicitation by its Board of Directors of proxies to be voted at its 2022 Annual Meeting of Stockholders and any adjournments. eXp World Holdings, Inc. is providing these materials to the holders of record of its common stock, $0.00001 par value per share, as of the close of business on the record date of April 22, 2022 and is first making available or mailing the materials on or about April 27, 2022.

The Annual Meeting is scheduled to be held as follows:



Date		June 20, 2022

Time		3:00 p.m., Eastern Time

In-Person		Rosen Shingle Creek, 9939 Universal Blvd., Orlando, FL 32819

Virtual		https://virtualshareholdermeeting.com/EXPI2022

Your vote is important.

Please see the detailed information that follows in the Proxy Statement.

Table of Contents

Contents


		Page
2022 Proxy Summary		1
Questions and Answers about the Annual Meeting		3
Vote Required for Election or Approval		7
Proposal 1 — Election of Directors		8
Director Nominees’ Biographical and Related Information		8
Corporate Governance		13
Compensation Committee Interlocks and Insider Participation		16
Non-Employee Director Compensation		16
Retirement or Similar Benefit Plans		18
Resignation, Retirement, Other Termination, or Change in Control Arrangements		19
Related Party Transactions		19
Proposal 2 — Ratification of Appointment of Independent Auditor for 2022		20
Appointment of Independent Auditor by Audit Committee		20
Proposed Ratification of Independent Auditor		20
Accounting Matters		21
Auditor		21
Principal Independent Auditor Fees		21
Pre-Approval Policies and Procedures		21
Report of Audit Committee		21
Proposal 3 — Advisory Vote to Approve Executive Compensation		23
Stockholder Proposals for 2023 Annual Meeting		24
Executive Officers		25
Compensation Discussion and Analysis		28
Executive Summary		28
Advisory Vote on Executive Compensation		30
Elements of Individual Executive Compensation		30
Risks Relating to our Compensation Policies and Practices		37
Compensation Committee Report		37
2021 Named Executive Officer Compensation		39
2021 Grants of Plan-Based Awards		40
Outstanding Equity Awards as of December 31, 2021		41
2021 Option Exercises and Stock Vested		42
Potential Payments upon Termination or Change-in-Control		42
Securities Authorized for Issuance under Equity Compensation Plans		42
2013 Stock Option Plan		42
2015 Equity Incentive Plan		43
CEO Pay Ratio – 2021		43
Beneficial Ownership of Common Stock		45
Certain Relationships and Related-Person Transactions		47
Delinquent Section 16(a) Reports		47

Table of Contents

2022 Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. References in this Proxy Statement to “eXp World Holdings,” “eXp”, the “Company”, and to “we,” “us,” “our” and similar terms, refer to eXp World Holdings, Inc.

Annual Meeting of Stockholders



Time and Date		3:00 p.m., Eastern Time, on June 20, 2022
In-Person Address		Rosen Shingle Creek, 9939 Universal Blvd., Orlando, FL 32819
Meeting Virtual Address		https://virtualshareholdermeeting.com/EXPI2022
Record Date		April 22, 2022
Voting		Stockholders will be entitled to one vote for each share of common stock they hold of record as of the record date on each matter submitted for a vote of stockholders at the Annual Meeting.
Shares Entitled to Vote		149,501,511 votes, based on 149,501,511 shares of common stock outstanding as of the record date, which does not include 8,305,335 shares held as treasury stock.

Annual Meeting Agenda


Proposal		Board Recommendation
1. Election of seven directors		FOR each nominee
2. Ratification of appointment of independent auditor for 2022		FOR
3. Approval, by a non-binding, advisory vote, on the 2021 compensation of our named executive officers		FOR

How to Cast Your Vote

You can vote by any of the following methods:

Until 11:59 p.m., ET, on June 19, 2022

At the Annual Meeting on June 20, 2022

Internet: From any web-enabled device: www.proxyvote.com

Mail: Completed, signed and returned proxy card

Internet: From any web-enabled device: https://virtualshareholdermeeting.com/EXPI2022

Voting Standards

For Proposal 1, a nominee for director will be elected to the Board by the affirmative vote of a majority of shares voting in the election. For Proposals 2 and 3, the affirmative vote of a majority of the shares voting on the matter is required to approve the proposal. Proposal 3 is an advisory vote and not binding on us, but the Board will consider the outcome of the vote on that proposal when considering future named executive officer compensation decisions.

Abstentions and Broker Non-Votes

Abstentions and broker non-votes are counted for purposes of determining whether a quorum is present. Abstentions are not counted as votes cast on any proposal considered at the Annual Meeting and, therefore, will have no effect on the proposals regarding the election of directors in Proposal 1, the ratification of the appointment of our

Table of Contents

independent registered public accounting firm for 2022 in Proposal 2, or the advisory vote on the compensation of our named executive officers in Proposal 3. Broker non-votes occur when a person holding shares in “street name,” such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker does not then vote those shares on the stockholder’s behalf. Broker non-votes are not counted as votes cast or entitled to be cast on any proposal considered at the Annual Meeting and, therefore, will have no effect on the proposals regarding the election of directors in Proposal 1, or the advisory vote on the compensation of our named executive officers in Proposal 3. We expect no broker non-votes on the ratification of the appointment of our independent registered public accounting firm for 2022 in Proposal 2.

Attending the Annual Meeting and Directions to the Annual Meeting

The Annual Meeting of Stockholders of eXp World Holdings, Inc. will be held on Monday, June 20, 2022, at 3:00 p.m., Eastern Time. Our Board has decided to offer the opportunity for stockholders to participate in the annual meeting virtually, at https://virtualshareholdermeeting.com/EXPI2022, in addition to hosting a physical meeting at Rosen Shingle Creek, 9939 Universal Blvd., Orlando, FL 32819. This year, you have the option of attending the annual meeting in person or virtually. Only stockholders as of the record date on April 22, 2022 are entitled to notice of and to vote at the Annual Meeting. You will be able to vote your shares electronically if you attend the annual meeting in person or virtually.

For those planning to attend the annual meeting in person, you can find directions to, and supplemental information about, the Annual Meeting at https://expshareholdersummit.com. The use of cameras, recording devices, and other recording means are prohibited at the meeting. For those planning to attend the virtual meeting, please refer to the instructions below in order to access the virtual shareholder meeting.

If you were a shareholder as of April 22, 2022, the record date for our annual meeting, you may access and participate in the virtual meeting by visiting https://virtualshareholdermeeting.com/EXPI2022 and entering the control number found on your proxy card, voter instruction form, or notice.

Table of Contents

Questions and Answers about the Annual Meeting

Q:	When and where will the Annual Meeting be held?

This year the Annual Meeting of Stockholders of eXp World Holdings, Inc., which we refer to as the “Annual Meeting,” will be held in-person at Rosen Shingle Creek, 9939 Universal Blvd., Orlando, FL 32819 and virtually at https://virtualshareholdermeeting.com/EXPI2022, beginning at 3:00 p.m., Eastern Time, on June 20, 2022. We encourage you to arrive at the Annual Meeting or access the Annual Meeting virtually prior to the start time.

Q:	Who may join the Annual Meeting?

In-person attendance and participation in the Annual Meeting will be available to the general public, but attending virtually, including voting shares and submitting questions, will be limited to stockholders, stockholder representatives, and proxy holders. We encourage virtual attendees to allow ample time to log in to the meeting virtually and test your computer audio system.

You may submit questions and comments before the Annual Meeting on the virtual site at https://expshareholdersummit.com. During the eXp Shareholder Summit, we will take some time to answer stockholder questions. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.

Q:	What materials have been prepared for stockholders in connection with the Annual Meeting?

We are furnishing you and other stockholders of record with this Proxy Statement for the 2022 Annual Meeting, which includes a letter from our Chief Executive Officer to stockholders, a Notice of 2022 Annual Meeting of Stockholders, a proxy card for the Annual Meeting and, if you received printed copies of the proxy materials, a pre-addressed envelope to be used to return the completed proxy card, as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

These materials were first made available on the Internet on or about April 27, 2022.

Q:	What is a proxy?

A:	The term “proxy,” when used with respect to stockholder, refers to either a person or persons legally authorized to act on the stockholder’s behalf or a format that allows the stockholder to vote without being physically present at the Annual Meeting.

Because it is important that as many stockholders as possible be represented at the Annual Meeting, the Board is asking that you review this Proxy Statement carefully and then vote by following the instructions set forth on the proxy card. In voting prior to the Annual Meeting, you will deliver your proxy to Glenn Sanford and Jeff Whiteside, which means you will authorize Messrs. Sanford and Whiteside to vote your shares at the Annual Meeting in the way you instruct. All shares represented by valid proxies will be voted in accordance with the stockholder’s specific instructions.

Q:	What matters will the stockholders vote on at the Annual Meeting?

Proposal 1 - The election of the Board’s seven nominees for director: Dan Cahir, Darren Jacklin, Eugene Frederick, Monica Weakley, Glenn Sanford, Jason Gesing, and Randall Miles, each to serve until the next annual meeting or, in each case, until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.

Proposal 2 – To ratify the appointment of Deloitte & Touche LLP as our independent auditor for the fiscal year ending December 31, 2022.

Table of Contents

Proposal 3 – To conduct an advisory vote on our 2021 named executive officer compensation as disclosed in this Proxy Statement.

Q:	Who can vote at the Annual Meeting?

Stockholders of record of common stock as of the close of business on April 22, 2022, the record date, will be entitled to vote at the Annual Meeting. As of the record date, there were outstanding a total of 149,501,511 shares of common stock, each of which will be entitled to one vote on each proposal. As a result, up to a total of 149,501,511 votes can be cast on each proposal. The shares outstanding do not include shares held as treasury stock which are not entitled to vote at the Annual Meeting.

Q:	What is a stockholder of record?

A stockholder of record is a stockholder whose ownership of our common stock is reflected directly on the books and records of our transfer agent, Broadridge. As described below, if you are not a stockholder of record, you will not be able to vote your shares unless you have a proxy from the stockholder of record authorizing you to vote your shares.

Q:	What does it mean for a broker or other nominee to hold shares in “street name”?

If you beneficially own shares held in an account with a broker, bank or other nominee, that nominee is the stockholder of record and is considered to hold those shares in “street name.” A nominee that holds your beneficially owned shares in street name will vote in accordance with the instructions you provide. If you do not provide the nominee with specific voting instructions with respect to a proposal, the nominee’s authority to vote your shares will, under applicable rules, depend upon whether the proposal is considered a “routine” or a non-routine matter.

●

The nominee generally may vote your beneficially owned shares on routine items for which you have not provided voting instructions to the nominee. The ratification of the appointment of our independent auditor for 2022 (Proposal 2) is considered a routine matter under applicable rules.

●

The nominee generally may not vote on non-routine matters, including Proposal 1, and Proposal 3. Instead, it will inform the inspector of election that it does not have the authority to vote on those matters. This is referred to as a “broker non-vote.”

For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that are voted on any of the three proposals to be acted upon by the stockholders, including abstentions or proxies containing broker non-votes.

Q:	How do I vote my shares if I do not attend the Annual Meeting?

A:	If you are a stockholder of record, you may vote prior to the Annual Meeting as follows:

● Via the Internet:	You may vote via the Internet by going to www.proxyvote.com, in accordance with the voting instructions on the proxy card. Internet voting is available 24 hours a day until 11:59 p.m., Eastern Time, on June 19, 2022. You will be given the opportunity to confirm that your instructions have been recorded properly.
● By Mail:	You may vote by returning the completed and signed proxy card in a postage-paid return envelope that was provided with the proxy card, if you request a copy by mail.

If you hold shares in street name, meaning that you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a notice containing voting instructions from that nominee rather than from us. Please follow the voting instructions in the notice to ensure that your vote is counted. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with the proxy materials, or contact your broker or bank to request a proxy form.

Table of Contents

Q:	Can I vote at the Annual Meeting?

A:	If you are a stockholder of record, you may vote at the Annual Meeting, whether or not you previously voted, by visiting https://virtualshareholdermeeting.com/EXPI2022 during the Annual Meeting and entering the 16-digit control number included on your proxy card.

Q:	May I change my vote or revoke my proxy?

A:	If you are a stockholder of record and previously delivered a proxy, you may subsequently change or revoke your proxy at any time before it is exercised by:

●

voting before the Annual Meeting at www.proxyvote.com;

●

voting during the Annual Meeting at https://virtualshareholdermeeting.com/EXPI2022; or

●

submitting a completed and signed proxy card, with a later date, before voting at the Annual Meeting is completed.

If you are a beneficial owner of shares held in street name, you should contact your bank, broker or other nominee for instructions as to whether, and how, you can change or revoke your proxy.

Q:	What happens if I do not give specific voting instructions?

If you are a stockholder of record and you return a proxy card without giving specific voting instructions, the proxy holders will vote your shares in the manner recommended by the Board on all three proposals presented in this Proxy Statement and as they may determine in their discretion on any other matters properly presented for a vote at the Annual Meeting.

If you are a beneficial owner of shares held in street name and do not provide specific voting instructions to the broker, bank or other nominee that is the stockholder of record of your shares, the nominee generally may vote on routine, but not non-routine, matters. The ratification of the appointment of our independent auditor for 2022 (Proposal 2) is considered a routine matter. If the nominee does not receive instructions from you on how to vote your shares on Proposal 2, your broker is entitled (but not required) to vote your shares on that matter. The election of directors (Proposal 1), and approval, on a non-binding advisory basis, of the compensation paid to our named executive officers (Proposal 3) are considered non-routine matters under applicable rules, and your broker is not entitled to vote your shares on these proposals without your instructions. See “Q. What does it mean for a broker or other nominee to hold shares in ‘street name’?” above.

Q:	Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We will also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Q:	What if other matters are presented at the Annual Meeting?

If a stockholder of record provides a proxy by voting in any manner described in this Proxy Statement, the proxy holders will have the discretion to vote on any matters, other than the three proposals presented in this Proxy Statement, that are properly presented for consideration at the Annual Meeting. We do not know of any other matters to be presented for consideration at the Annual Meeting.

Q:	What happens if the Annual Meeting is postponed or adjourned?

Table of Contents

If we have to adjourn or postpone the Annual Meeting to a later date, we will provide notice of the date and time of such adjourned meeting at https://expshareholdersummit.com and on a Current Report on Form 8-K that we will file with the SEC. Your proxy may be voted at the postponed or adjourned Annual Meeting. You will still be able to change your proxy until it is voted. Any adjournment of the Annual Meeting can be accessed at the same website listed above and you may vote at any postponement or adjournment using your same 16-digit control number.

Q:	Where can I find the voting results of the Annual Meeting?

A:	Our intention is to announce the preliminary voting results at the Annual Meeting and to publish the final results within four business days after the Annual Meeting on a Current Report on Form 8-K to be filed with the SEC.

Table of Contents

Vote Required for Election or Approval

Introduction

eXp World Holdings Inc.’s only voting securities are the outstanding shares of common stock. As of the record date, April 22, 2022, there were 157,806,846 shares of common stock outstanding, of which 149,501,511 shares will be entitled to one vote on each proposal. As a result, up to a total of 149,501,511 shares of common stock will be entitled to one vote on each proposal. The shares outstanding do not include shares held as treasury stock which are not entitled to vote at the Annual Meeting.

Only stockholders of record as of the record date will be entitled to notice of, and to vote at, the Annual Meeting. A majority of the outstanding shares of common stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that are voted on any matter to be acted upon by the stockholders, as well as abstentions or any proxies containing broker non-votes.

Proposal 1 - Election of Directors

Each director will be elected by the affirmative vote of a majority of shares that are voting in the election. Abstentions and broker non-votes will not have any effect on the outcome of the election of directors because they are not counted as voting in the election.

Proposal 2 - Ratification of Appointment of Independent Auditor for 2022

The ratification of Deloitte & Touche LLP as our independent auditor for the year ending December 31, 2022 must be approved by affirmative votes constituting a majority of the shares that are voting on the matter. Abstentions will not have any effect on the outcome of the election of directors because they are not counted as voting in the election. Because this proposal is considered a routine matter, discretionary votes by brokers will be counted and we do not expect any broker non-votes.

Proposal 3 - Approval of 2021 Executive Compensation on an Advisory Basis

The advisory “say-on-pay” vote to approve the compensation to our named executive officers in 2021 as disclosed in this Proxy Statement must be approved by affirmative votes constituting a majority of the shares that are voting on the matter. Abstentions and broker non-votes will have no effect on the outcome of this proposal, because they are not counted as voting.

Table of Contents

PROPOSAL 1 – ELECTION OF DIRECTORS

At the Annual Meeting, stockholders will elect the entire Board of Directors to serve for the ensuing year and until their successors are elected and qualified. The Board has designated as nominees for election the seven persons named below, each of whom currently serves as a director.

Shares of common stock that are voted as recommended by the Board will be voted in favor of the election as directors of the nominees named below. If any nominee becomes unavailable for any reason or if a vacancy should occur before the election, the shares represented by a duly completed proxy may be voted in favor of such other person as may be determined by the proxy holders.

The Board, based on the recommendation of the Corporate Governance Committee, has proposed that the following seven nominees be elected at the Annual Meeting, each of whom will hold office until the next Annual Meeting of Stockholders or until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.

The authorized number of directors of the Company is currently set at eleven.


			Date First Elected
Name	Position	Age	or Appointed
Glenn Sanford	Chairman, Chief Executive Officer, and Director	55	March 12, 2013
Darren Jacklin	Director	49	May 22, 2014
Jason Gesing	Chief Executive Officer, eXp Realty, and Director	48	September 27, 2014
Eugene Frederick	Director	66	April 7, 2016
Randall Miles	Director	66	July 20, 2016
Dan Cahir	Director	39	November 29, 2018
Monica Weakley	Director	53	N/A

Glenn Sanford, our Chairman, Chief Executive Officer, and Director beneficially owned approximately 29.50% of our outstanding common stock as of March 31, 2022. Penny Sanford, one of our stockholders, beneficially owned approximately 18.46% of our outstanding common stock as of March 31, 2022. Jason Gesing, the Chief Executive Officer of eXp Realty, LLC, the Company’s main operating division which is a cloud-based international residential real estate brokerage (“eXp Realty”), and one of our Directors beneficially owned 1.65% of our outstanding common stock as of March 31, 2022. Eugene Frederick, one of our Directors, beneficially owned 3.50% of our outstanding common stock as of March 31, 2022. In March 2021, Mr. Sanford, Ms. Sanford, Mr. Gesing and Mr. Frederick filed a Schedule 13D/A with the U.S. Securities and Exchange Commission (the “SEC”) indicating that they had entered into an agreement to vote their shares as a group with respect to the election of directors and any other matter on which our shares of common stock are entitled to vote. Accordingly, Mr. Sanford, Ms. Sanford, Mr. Gesing and Mr. Frederick collectively own a number of shares of our common stock sufficient to elect all of the members of the Board without the approval of any other stockholders. Mr. Sanford, Ms. Sanford, Mr. Gesing and Mr. Frederick are expected to vote for each director nominee.

Director Nominees’ Biographical and Related Information

Glenn Sanford has served as our Chief Executive Officer and Director since March 13, 2013. Since 2002, Mr. Sanford has been actively involved in the residential real estate space. In early 2007, Mr. Sanford launched BuyerTours Realty, LLC and grew the Company to three offices and into two states. After the decline in the real estate market in 2008, Mr. Sanford and his executive team rewrote the entire business model to reduce costs and provide consumers with more information and access. In October 2009, Glenn Sanford founded and launched eXp Realty, LLC as the first truly cloud-based national real estate brokerage which meant giving up the traditional brick and mortar

Table of Contents

environment and moving to a fully-immersive 3D virtual office environment where agents, brokers and staff collaborate across borders while learning and transacting business from anywhere in the world. Since that time, eXp Realty has quickly grown throughout the United States, most of the Canadian provinces, the United Kingdom (U.K.), Australia, South Africa, India, Mexico, Portugal, France, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama, Germany, Greece, and Dominican Republic.

Prior to BuyerTours Realty, Mr. Sanford ran a large mega-agent team and consulted to Keller Williams International as a member of the Agent Technology Council in the areas of online client acquisition, client conversion and technology. Mr. Sanford was also a significant contributor to Keller Williams Internet Lead Generation Masterminds. Prior to real estate, Mr. Sanford was active at the executive level with a number of technology-related companies. In 1998, Mr. Sanford founded and served as President for eShippers.com, an online e-commerce and logistics company.

The Board believes that Mr. Sanford is qualified to serve on our Board of Directors because of his business and management experience.

Darren Jacklin has served as an independent director of the Company since May 22, 2014. For over 25 years, Mr. Jacklin has worked as a global corporate trainer and has traveled four continents and over 48 countries mentoring entrepreneurs and business owners on specific and measurable strategies designed to increase their income, transform their obstacles into cash flow and turn their passion into profits. Since January 2017, Mr. Jacklin has also served as the Managing Director of Grandeur Capital Corp., Darren Jacklin Group of Companies which has residential and commercial real estate and business holdings across North America. In 2019, Mr. Jacklin also co-founded LY2NK Foundation, a family foundation for global philanthropy.

His ability to identify potential investment and growth opportunities has been recognized by Tiger 21, The Wall Street Journal, Yahoo Finance, NBC TV, CBS TV, Global TV international radio stations, magazines and newspapers, movie producers, best-selling authors, CEO’s and business experts worldwide.

Darren Jacklin currently sits on paid international boards of directors of OrbVest Ltd. and ReachOut IT. Mr. Jacklin has consulted with over 157 Fortune 500 companies such as Microsoft, AT&T, Black & Decker, Barclays Bank, as well as high school, college, university students and professional athletes and has connected with people in more than 130 countries.

We believe Mr. Jacklin is qualified to serve on our Board of Directors because of his business experience and venture capital background.

Jason Gesing joined the Company in March 2010 and was appointed Chief Business Development Officer in September 2012, a position he held until June 2014. From June 2014 through September 2016, Mr. Gesing served as the Corporation’s President. From September 2016 through August 2018, Mr. Gesing served as Chief Executive Officer of our Real Estate Brokerage Division. Mr. Gesing reassumed the role of Chief Executive Officer of our Real Estate Brokerage Division in October 2019 and currently serves in that role. With over 15 years of experience in real estate in various capacities, Mr. Gesing holds a broker’s license in Massachusetts.

Mr. Gesing was an attorney with Murphy, Hesse, Toomey & Lehane, LLP in Boston, MA from 2002 to 2010. In his capacity as a lawyer, he obtained a broad base of experience in corporate, municipal, real estate, compliance, health care, construction, litigation, and administrative law, and advising clients on day to day issues and managing crises. He has acted in a variety of roles and undertaken a variety of matters including: corporate counsel; municipal counsel; hospital counsel; leasing, licensing and contract negotiation; governance and compliance; appearances before administrative hearing officers and state judges; defense of management in unfair labor practice charges; collective bargaining; internal investigations; and, owner representative in construction matters.

Mr. Gesing obtained a Bachelor of Arts (Magna Cum Laude) in 1996 from Syracuse University, and a Juris Doctor in 2002 from Boston College Law School. He is licensed to practice law in Massachusetts and New Hampshire.

Table of Contents

The Board believes that Mr. Gesing is qualified to serve on our Board of Directors because of his business and legal experience.

Eugene Frederick has served as a director of the Company since April 2016 and joined the Company as an agent in April 2015. For over a decade prior to joining the Company, Mr. Frederick served in various management capacities at Keller Williams Realty. Mr. Frederick spent much of this time recruiting other top-producing real estate agents in the states of Virginia and Texas. Prior to joining the Keller Williams management team in the mid-nineties, Mr. Frederick was one of the top-producing real estate agents in the State of Texas beginning in the late eighties. Earlier in his career, in the mid-eighties, Mr. Frederick served as Controller for Texas Instruments before leaving the corporate world for real estate.

The Board believes that Mr. Frederick is qualified to serve on our Board of Directors because of his extensive experience in residential real estate and his leadership ability, particularly in managing growth.

Randall Miles has served as an independent director of the Company since July 2016 and was appointed Vice-Chairman on January 20, 2018. For over 25 years Mr. Miles has held senior leadership positions in global financial services, financial technology and investment banking companies. His extensive investment banking background at bulge bracket, regional and boutique firms advising financial services companies on strategic and capital structure needs has crossed many disciplines. Mr. Miles’ transactional and advisory experience is complemented by leadership roles at public and private equity backed financial technology, specialty finance and software companies that have included Chairman and CEO at LIONMTS where he was nominated for the Ernst & Young Entrepreneur of the Year award, CEO at Syngence Corporation, COO of AtlasBanc Holdings Corp. and CEO of Advantage Funding / NAFCO Holdings.

Mr. Miles is Managing Partner at SCM Capital Group, a global strategic and capital structure advisory firm, where he has served since in 2003. Mr. Miles also serves as head of investment banking for Tigress Financial Partners LLC. Previously, he served as a Managing Director at Riparian Partners, a division of Oppenheimer & Co., Inc. as Senior Managing Director, Head of FIG and COO, Investment Banking at Cantor Fitzgerald & Co. Mr. Miles has held senior leadership roles at Oppenheimer& Co., D.A. Davidson and & Co., The First Boston Corporation (Credit Suisse) Meridian Capital and Greenwich Capital Markets. Mr. Miles has broad public, private and nonprofit board experience and has been active for many years in leadership roles with the Make-A-Wish Foundation. He presently serves on the boards of RESAAS Services Inc., Kuity, Corp., Posiba, Inc., Arthur H. Thomas Company as Director, Vice Chairman, Chairman, and Vice Chairman respectively.

Mr. Miles holds a BBA from the University of Washington and holds FINRA licenses Series 7, 24, 63 and 79.

The Board believes that Mr. Miles is well qualified to serve on the Company’s Board of Directors because of his extensive background in investment banking and financial services.

Dan Cahir has served as an independent director of the Company since November 29, 2018. Mr. Cahir has more than 10 years of experience managing public and private equity investments across a variety of industries. Currently, Mr. Cahir serves as the Chief Executive Officer and Chief Investment Officer of Sapling Capital, LLC, positions he has held at Sapling Capital, LLC and its related entities since June 2018. Currently, Mr. Cahir serves as director of Exit Plan Capital, LLC.

From June 2013 to June 2018, Mr. Cahir served as a portfolio manager at Long Light Capital, managing a public equity portfolio and evaluating venture capital and private equity investments and allocations to external fund managers. From September 2011 to April 2013, Mr. Cahir was a member of the investment team at Ziff Brothers Investments, a private investment firm. From August 2007 to September 2009, Mr. Cahir was a member of the investment team at Madrone Capital Partners where he led the analysis on venture capital, private equity and public equity investments.

Mr. Cahir began his career in September 2005 with Bain & Co., where he advised Fortune 500 and private equity clients on M&A, growth and efficiency initiatives until June 2007.

Table of Contents

Mr. Cahir completed his studies and earned his Bachelor of Arts Degree in Economics in 2005, graduating with the summa cum laude distinction from Claremont McKenna College and completed his studies and earned a Master of Business Administration from Harvard Business School in 2011.

The Board believes that Mr. Cahir is qualified to serve on our Board of Directors because of his extensive experience in managing equity portfolios and well as advising Fortune 500 clients on M&A, growth and cost-cutting strategies.

Monica Weakley joined the Company as an agent in July 2017. Ms. Weakley has more than 18 years of experience in the real estate industry, including being a team leader. Ms. Weakley has also been coaching and training agents since 2007 and founded her own real estate referral service company, GhostPostr, in 2019. In 2021, Ms. Weakley joined the Company’s Agent Advisory Council which represents the interests of agents to the Board and other Company leadership.

Ms. Weakley completed her studies and earned her Bachelors of Science in Speech/Communications from Denson University in 1990.

The Board believes that Ms. Weakley is qualified to serve on our Board of Directors because of her experience in residential real estate and her leadership ability.

Board Diversity

While neither the Board nor the Corporate Governance Committee has a formal written policy regarding director diversity, each of the Board and the Corporate Governance Committee considers the diversity of backgrounds and experience of nominees when electing director nominees and in evaluating Board composition. We believe the Board represents a body of qualified individuals with diverse thoughts, perspectives, experience and backgrounds.


Board Diversity Matrix (as of April 27, 2022)
Board Size:
Total Number of Directors	7
	Female	Male	Non-Binary	Did not Disclose Gender
Gender:
Directors	1	6	0	0
Number of Directors who Identify in any of the Categories Below:
African American or Black	0	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian (other than South Asian)	0	0	0	0
South Asian	0	0	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	1	6	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	1	0	0	0
Did not Disclose	0	0	0	0

Table of Contents

Stockholder Communications to the Board

Stockholders may contact an individual director, the Board as a group, or a specified Board committee or group, including the non-employee directors as a group, by mailing correspondence in the following manner:

c/o Corporate Secretary

eXp WORLD HOLDINGS, INC.

2219 Rimland Drive, Suite 301

Bellingham, WA 98226

Each communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. Our Corporate Secretary will initially receive and process communications before forwarding them to the addressee. All communications from stockholders will be promptly forwarded to the addressee(s).

Recommendation

THE BOARD OR DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTOR.

Table of Contents

Corporate Governance

Board of Directors Overview

Under our Bylaws and the Delaware General Corporation Law, our business and affairs are managed by or under the direction of the Board of Directors, which selectively delegates responsibilities to its standing committees. The Board is responsible for the control and direction of the Company. The Board represents the stockholders and its primary purpose is to build long-term stockholder value. Our Chairman of the Board is our Chief Executive Officer, Glenn Sanford. The Board believes that this leadership structure is appropriate given Mr. Sanford’s role in founding eXp World Holdings, Inc. and his significant ownership stake. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps the Company operate in the long-term interests of stockholders.

The Board maintains an Audit Committee, a Compensation Committee, a Corporate Governance Committee, and an Equity Committee. The Board has adopted charters for the Audit Committee, Compensation Committee, and Corporate Governance Committee, and those charters are to be reviewed annually by the committees and the Board. The charter of each of those committees is available on our website at https://expworldholdings.com/investors/governance/. The committees have the functions and responsibilities described in the sections below.

Controlled Company

Under the rules of the Nasdaq Stock Market, a company is a “controlled company” if more than 50% of the combined voting power for the election of directors is held by an individual, group or another company. Glenn Sanford, our Chairman, Chief Executive Officer, and Director beneficially owned approximately 29.50% of our outstanding common stock as of March 31, 2022. Penny Sanford, one of our stockholders, beneficially owned approximately 18.46% of our outstanding common stock as of March 31, 2022. Jason Gesing, the Chief Executive Officer of eXp Realty, and one of our Directors beneficially owned 1.65% of our outstanding common stock as of March 31, 2022. Eugene Frederick, one of our Directors, beneficially owned 3.50% of our outstanding common stock as of March 31, 2022.

In March 2021, Mr. Sanford, Ms. Sanford, Mr. Gesing and Mr. Frederick filed a Schedule 13D/A with the SEC indicating that they had entered into an agreement to vote their shares as a group with respect to the election of directors and any other matter on which our shares of common stock are entitled to vote. Accordingly, Mr. Sanford, Ms. Sanford, Mr. Gesing and Mr. Frederick collectively own a number of shares of our common stock sufficient to elect all of the members of the Board without the approval of any other stockholders. As a result of this concentration, we are a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Accordingly, we currently avail ourselves of the “controlled company” exception available under the Nasdaq rules which exempts us from certain corporate governance requirements, including the requirements that we have a majority of independent directors on our Board, that compensation of the executive officers be determined, or recommended to the Board for determination, by a majority of the independent directors or a compensation committee comprised solely of independent directors, and that director nominees be selected, or recommended for the Board’s selection, by a majority of the independent directors or a nominations committee comprised solely of independent directors. These exemptions do not modify the independence requirements for our Audit Committee. Presently, we utilize these “controlled company” exemptions to the corporate governance requirements of Nasdaq, and as a result, our governance and compensation committees do not consist entirely of independent directors. Accordingly, you do not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Director Independence

Our Board annually reviews the independence of all non-employee directors. Our Board has determined, after considering all the relevant facts and circumstances, including information requested from and provided by each director concerning his or her background, employment and affiliation, including family relationships, that Mr. Miles, Mr. Jacklin and Mr. Cahir are independent directors, as defined by the listing standards of Nasdaq and the SEC, because they have no relationship with us that would interfere with their exercise of independent judgment. There are no family relationships among any of our directors and director nominees or executive officers.

Table of Contents

Board Meetings and Committees

The Board meets regularly during the year and holds special meetings and acts by unanimous written consent whenever circumstances are required. There was a total of twelve Board meetings during fiscal year ending 2021. All incumbent directors attended at least 75% of the aggregate number of the meetings of the Board and committees on which they served occurring during this period. Each then-current member of the Board attended the 2022 annual meeting of the stockholders. Our bylaws authorize our Board of Directors to appoint, from among its members, one or more committees, each consisting of one or more directors. Our Board of Directors has established three standing committees: an Audit Committee, a Compensation Committee, and a Corporate Governance Committee. As discussed below, the Board has one ad hoc committee, the Equity Committee, which is designated and overseen by the Board. The Committees keep the Board informed of their actions and provide assistance to the Board in fulfilling its oversight responsibility to stockholders. The table below provides current membership information. The members of our Audit Committee consist entirely of independent directors.


		Audit	Compensation	Governance	Equity
Director	Independent	Committee	Committee	Committee	Committee
Glenn Sanford			Chair		X
Darren Jacklin	X	X		X
Jason Gesing				Chair
Eugene Frederick
Randall Miles	X	Chair	X	X
Dan Cahir	X	X	X
Felicia Gentry*

*Ms. Gentry’s term expires upon the election of her successor, Monica Weakley, whose election will be voted on at the Annual Meeting. Ms. Weakley would not be an independent board member, since she provides services to the Company in her capacity as an agent, and it is not contemplated that Ms. Weakley would be a member of any Board committees.

The functions performed by these Committees, which are set forth in more detail in their charters, (as applicable), and the meeting information for each committee for the last fiscal year are summarized below.

Board Oversight of Risk

The Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable the Board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk.

The Board is responsible for monitoring and assessing strategic risk exposure, while the audit committee considers and discusses our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee, Corporate Governance Committee, Compensation Committee and Equity Committee support our Board in discharging its oversight duties and address risks inherent in their respective areas. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach.

Our Company is a leader in the industry due in large part to our cloud-based brokerage model. Our business, and particularly our cloud-based platform, is reliant on the uninterrupted functioning of our information technology systems. The secure processing, maintenance, and transmission of information are critical to our operations, especially the processing and closing of real estate transactions. The Board, with consultation from Mr. John Tobison, in his capacity as Chief Information Officer through March 2022, and Mr. Ansari, in his capacity as Chief Information Officer since March

Table of Contents

2022, oversaw the employment of measures designed to prevent, detect, address, and mitigate these threats (including access controls, data encryption, vulnerability assessments, and maintenance of backup and protective systems).

The Audit Committee

The purposes of the Audit Committee include reviewing and approving the selection of our independent registered public accounting firm, and approving the audit and non-audit services to be performed by our independent registered public accounting firm, monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters, reviewing the adequacy and effectiveness of our internal control policies and procedures, and discussing the scope and results of the audit with the independent registered public accounting firm and reviewing with management and the independent registered public accounting firm our interim and year-end operating results.

The Audit Committee currently consists of Mr. Cahir, Mr. Jacklin, and Mr. Miles, each of whom is an independent director of our company under Nasdaq listing standards as well as under rules adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley. Our Board of Directors has determined that Mr. Miles qualifies as an “audit committee financial expert” in accordance with applicable rules and regulations of the SEC. Mr. Miles also serves as the Chair of the Audit Committee. There were a total of five Audit Committee meetings during fiscal year ending 2021.

The Compensation Committee

The purpose of the Compensation Committee includes overseeing our compensation policies, plans, and benefit programs, overseeing our submissions to stockholders on executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, reviewing and approving for our executive officers: annual base salary, annual incentive bonus, including the specific goals and amount, equity compensation, employment agreements, severance arrangements, and any other benefits, compensation, or arrangements, and administering our equity compensation plans.

The Compensation Committee currently consists of Mr. Cahir, Mr. Miles, and Mr. Sanford. Messrs. Cahir and Miles are independent directors of our company under Nasdaq listing standards as well as under rules adopted by the SEC pursuant to Sarbanes-Oxley. Mr. Sanford serves as the Chair of the Compensation Committee. There were a total of four Compensation Committee meetings during fiscal year ending 2021.

The Corporate Governance Committee

The purposes of the Corporate Governance Committee include overseeing and evaluating the Board’s performance and the Company’s compliance with corporate governance regulations, guidelines and principles and selecting, or recommending to our Board of Directors for selection, individuals to stand for election as directors. Our Governance Committee serves the function of a nominating committee of the Board.

The Corporate Governance Committee currently consists of Messrs. Gesing, Jacklin and Miles. Messrs. Jacklin and Miles are independent director of our company under Nasdaq listing standards, as well as under rules adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002. Mr. Gesing serves as the Chair of the Corporate Governance Committee. There were a total of four Corporate Governance Committee meetings during fiscal year ending 2021.

The Equity Committee

The Equity Committee, designated by the Board, has authority to make grants of equity of the Company’s common stock under the Company’s 2013 and 2015 Equity Incentive Plans, within guidelines provided by the Board, to individuals who qualify. The Equity Committee currently consists of Mr. Sanford, in his capacity as a member of the Board. The Equity Committee reports to the Board periodically and upon request.

Table of Contents

Director Nominations

In making its selection of director candidates, the Corporate Governance Committee bears in mind that the foremost responsibility of a director is to represent the interests of our stockholders as a whole. Directors are expected to exemplify the highest standards of personal and professional integrity, and to constructively challenge management through their active participation and questioning. The Corporate Governance Committee identifies and evaluates nominees for our Board based on these and other factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, expertise in areas relevant to the strategy and operations of our company, diversity, and the extent to which the nominee would fill a present need on our Board. The activities and associations of candidates are also reviewed for any legal impediment, conflict of interest, or other consideration that might prevent service on our Board. The Corporate Governance Committee does not have a written policy on the consideration of director candidates recommended by stockholders, as it is the view of the Board that all candidates, whether recommended by a stockholder or the Corporate Governance Committee, shall be evaluated based on the same established criteria for persons to be nominated for election to the Board and its committees. The Corporate Governance Committee and the Board have deemed it to be in the best interests of the Company and our stockholders to reserve one position on the Board to be filled by an agent of the Company so that our agents’ needs, ideas and concerns are represented on the Board. During 2021, Ms. Felicia Gentry filled this dedicated position. The Corporate Governance Committee and Board are proposing that Monica Weakley be elected as a member of the Board to fill that dedicated position pursuant to this Proxy Statement.

Code of Ethics

The Company adopted a Code of Ethics that applies to all of its directors, officers (including its chief executive officer, chief financial officer, chief accounting officer, controller and any person performing similar functions) and employees. The Company has made the Code of Ethics available on its website at https://expworldholdings.com/wp-content/uploads/2021/02/Code_of_Business_Conduct_and_Ethic.pdf.

Compensation Committee Interlocks and Insider Participation

Currently, the members of our Compensation Committee are Messrs. Sanford, Miles and Cahir. Neither Mr. Miles nor Mr. Cahir currently serve, or in the past year has served, as an officer or employee of the Company. Mr. Sanford currently serves, and during the past year served, as the Company’s Chief Executive Officer and employee of the Company. None of our NEOs, except for Messrs. Sanford and Gesing, currently serves, or in the past year has served, as a member of the Board, and none of our executive officers currently serves, or in the past year has served, as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Non-Employee Director Compensation

Our director compensation program is intended to enhance our ability to attract, retain and motivate non-employee directors of exceptional ability and to promote the common interest of directors and stockholders in enhancing the value of the common stock. The Board of Directors reviews director compensation at least annually. The Corporate Governance Committee has the sole authority to engage a consulting firm to evaluate director compensation.

For the year ended December 31, 2021, Mr. Jacklin’s cash compensation was $200,011. For the year ended December 31, 2021, Mr. Frederick received $33,666 in stock awards for his directorship activities, but did not receive any cash payments for his directorship activities. Mr. Frederick has elected to receive compensation for his directorship activities in the form of stock awards. Additionally, Mr. Frederick received compensation in his role as an agent of the Company and not in connection with his directorship activities. For the year ended December 31, 2021, Mr. Frederick received cash payments of $5,823,645 under our revenue share program and stock awards valued at $8,770 under our agent growth incentive program in connection with his role as an agent of the Company. For the year ended December 31, 2021, Mr. Miles’ cash compensation was $275,000 and he was issued a stock option having a value of $100,014 on July 31, 2021, which vests monthly over three years, for directorship activities. For the year ended December 31, 2021, Mr.

Table of Contents

Cahir’s cash compensation was $200,012 for directorship activities and he was issued a stock option having a value of $100,015 on July 31, 2021, which vests monthly over three years, for directorship activities. For the year ended December 31, 2021, Ms. Gentry’s cash compensation was $25,000 for directorship activities. Additionally, Ms. Gentry received compensation in her role as an agent of the Company and not in connection with her directorship activities. For the year ended December 31, 2021, Ms. Gentry received cash payments of $7,082 under our revenue share program, stock awards valued at $1,460 under our agent growth incentive program, and commission equal to $7,566 in connection with her role as an agent of the Company. In addition, Ms. Gentry began receiving compensation in the capacity as a consultant to the Company pursuant to a consultant agreement entered into in March 2020 between Ms. Gentry and the Company, whereby Ms. Gentry provides certain diversity and inclusion services to the Company. For the year ended December 31, 2021, Ms. Gentry received cash payments of $80,004 in connection with her role as a consultant of the Company. Information about compensation earned by Ms. Gentry in her capacity as a consultant of the Company was inadvertently omitted from the Director Compensation Table included in the Company’s DEF14A with respect to the fiscal year ended December 31, 2020, filed on April 7, 2021, during which fiscal year she received $66,670 in cash payments for her consulting services. The dollar amounts described above and shown below represent the aggregate grant date fair value of stock awards and stock options granted, with the fair value determined at the date of grant in accordance with FASB ASC Topic 718, based on the closing price of our common stock on the applicable grant date, vesting is contingent on continued service, and stock awards are granted fully vested. The number of shares of common stock to be issued is determined by the closing price of the last trading day of the month. Directors are reimbursed for reasonable out-of-pocket expenses incurred in the performance of duties as a Board member.

On July 31, 2020, the Board adopted a formal policy pursuant to which our non-employee directors are eligible to receive certain cash retainers and equity awards in lieu of any individual compensatory arrangements. The Board adopted this policy to provide for better transparency and parity of compensation among directors. In determining the formal policy, the Board considered director compensation paid by peer companies and the incentives necessary to retain highly-talented and valued directors. Pursuant to that policy, independent directors are eligible to receive up to $200,000 annually, paid monthly. Independent directors that assume leadership roles are eligible to receive additional cash compensation equal to $25,000 annual cash compensation for the Vice Chairman, paid monthly; $50,000 annual cash compensation for the Audit Committee Chairman, paid monthly; $25,000 annual cash compensation for the Compensation Committee Chairman, paid monthly; and $25,000 annual cash compensation for the Governance Committee Chairman, paid monthly. When an independent director is first elected to the Board, he or she will be eligible to receive a stock option having a value of up to $300,000 per year using the Black Scholes valuation methodology, which will vest periodically over three years, subject to continued service. Additionally, each independent director is eligible to receive additional annual stock options beginning upon the commencement of his or her fourth year of directorship and each year thereafter, with each annual grant having a value of up to $100,000 per year using the Black Scholes valuation methodology and which will vest monthly over a period of three years, subject to continued service. Independent director option grants will be administered under and be subject to the Company’s 2015 Equity Incentive Plan or a successor plan. The revenue sharing arrangement is described below. Mr. Sanford does not receive any compensation for his service as a member of the Board. Separately, Ms. Gentry receives $2,000 in cash compensation each month for her directorship activities, which is customary for the rotating agent Board position.

The following table sets forth certain information regarding the compensation earned by or awarded to each non-employee director during fiscal year 2021 who served on our Board during the fiscal year 2021:


	Fees Earned or
Name	Paid in Cash ⁽¹⁾			Option Awards ⁽²⁾		Stock Awards ⁽³⁾			All Other Compensation			Total
Darren Jacklin⁽⁴⁾	$	200,011		$	-0-	$	-0-		$	-0-		$	200,011
Eugene Frederick	$	-0-		$	-0-	$	33,666	⁽⁵⁾	$	5,823,645	⁽⁶⁾	$	5,857,311
Randall Miles ⁽⁷⁾	$	275,000	⁽⁸⁾	$	100,014	$	-0-		$	-0-		$	375,014
Dan Cahir ⁽⁹⁾	$	200,012		$	100,015	$	-0-		$	-0-		$	300,027
Felicia Gentry⁽¹⁰⁾	$	25,000		$	-0-	$	1,460		$	94,652	⁽¹¹⁾	$	121,112

(1)

The dollar amounts shown represent all director fees paid in 2021 (including fees which may have been earned in December 2020, but paid in 2021).

Table of Contents

(2)

The dollar amounts shown represent the aggregate grant date fair value of stock options granted in 2021, determined at the date of grant in accordance with FASB ASC Topic 718. Stock amounts have been adjusted for the impact of the two-for-one stock split in the form of a stock dividend paid on February 12, 2021 (the “Stock Split”).

(3)

The dollar amounts shown represent the grant date fair value of stock awards granted in 2021, with the fair valued determined at the date of grant in accordance with FASB ASC Topic 718, based on the closing price of our common stock on the applicable grant date. Stock amounts have been adjusted for the impact of the Stock Split.

(4)

As of December 31, 2021, Mr. Jacklin had 11,482 unexercised option awards. Stock amounts have been adjusted for the impact of the Stock Split.

(5)

Includes stock awards granted to Mr. Frederick for his directorship activities and for his participation in our agent growth incentive program in connection with his role as an agent of the Company.

(6)

The fees in the All Other Compensation column include cash payments for revenue share to Mr. Frederick. in his capacity as an agent of the Company. Mr. Frederick did not receive cash compensation for his directorship activities during 2021.

(7)

As of December 31, 2021, Mr. Miles had 57,026 unexercised option awards. Stock amounts have been adjusted for the impact of the Stock Split.

(8)

Includes $200,000 paid to Mr. Miles for his general directorship activities, plus $25,000 for his directorship activities as Vice Chairman, plus $50,000 for his directorship activities as Audit Committee Chairman.

(9)

As of December 31, 2021, Mr. Cahir had 154,233 unexercised option awards. Stock amounts have been adjusted for the impact of the Stock Split.

(10)

As of December 31, 2021, Ms. Gentry had 4,936 unexercised option awards. Stock amounts have been adjusted for the impact of the Stock Split.

(11)

The fees in the All Other Compensation column includes $14,648 in cash payments for revenue share to Ms. Gentry in her capacity as an agent of the Company and $80,004 in cash payments for services provided Ms. Gentry to the Company in her capacity as a consultant.

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors. Our directors may receive stock options and stock grants at the discretion of our Board as discussed above. Except as described above or below, we do not have any bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors for directorship activities.

Our cloud office has enabled us to introduce and maintain a gross revenue sharing plan whereby each of our agents and brokers can participate in and from which they can receive monthly and annual overrides on the gross commission income resulting from transactions consummated by agents and brokers who they have attracted to our company. Mr. Frederick and Ms. Gentry are participants in the Company’s revenue share plan and would continue to receive those benefits similar to all other agents and brokers of eXp Realty so long as they maintain active real estate licenses and are not affiliated as an agent or broker with a competitive brokerage, consistent with the revenue share plan. Mr. Sanford is also a participant in the Company’s revenue share plan (see “Compensation Discussion and Analysis - Quarterly and Other Cash Bonuses” below). On July 31, 2020, the Board adopted a formal policy whereby Mr. Sanford’s revenue share would continue even after ceasing to be a director and/or executive officer of the Company.

Table of Contents

Resignation, Retirement, Other Termination, or Change in Control Arrangements

Except for Mr. Sanford’s eligibility to receive revenue sharing after his resignation or termination, the Company does not have any agreements or plans in place for the directors that would provide additional compensation in connection with a resignation, termination or a change in control.

Related Party Transactions

See “Certain Relationships and Related Transactions” below.

Table of Contents

PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2022

Appointment of Independent Auditor by Audit Committee

Under the rules and regulations of the SEC and Nasdaq, the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent auditors. In addition, the Audit Committee considers the independence of our independent auditor and participates in the selection of the independent auditor’s lead engagement partner.

This year, the Audit Committee has approved, and, as a matter of good corporate governance, is requesting ratification by the stockholders of the appointment of, the registered public accounting firm of Deloitte & Touche LLP, or Deloitte, to serve as independent auditors for the fiscal year ending December 31, 2022. The Audit Committee considered a number of factors in determining whether to engage Deloitte as the Company’s independent registered public accounting firm, including:

●

Deloitte’s global capabilities;

●

Deloitte’s technical expertise and knowledge of our global operations and industry;

●

the quality and candor of Deloitte’s communications with the audit committee and management;

●

the quality and efficiency of the services provided by Deloitte, including input from management on Deloitte’s performance;

●

Deloitte’s objectivity and professional skepticism;

●

external data on audit quality and performance;

●

Deloitte’s use of technology to aid in audit efficiency;

●

Deloitte’s independence, how effectively Deloitte demonstrated its independent judgment, and the controls and processes in place that help ensure Deloitte’s independence; and

●

the appropriateness of Deloitte’s fees.

Proposed Ratification of Independent Auditor

The Board of Directors and the Audit Committee believe that the retention of Deloitte as the Company’s independent auditor is in the best interests of the Company and its stockholders. If stockholders do not ratify the selection of Deloitte, the Audit Committee will evaluate the stockholder vote when considering the selection of a registered public accounting firm for the audit engagement for the 2022 fiscal year. In addition, if stockholders ratify the selection of Deloitte as independent auditor, the Audit Committee may nevertheless periodically request proposals from the major registered public accounting firms and as a result of such process may select Deloitte or another registered public accounting firm as our independent auditor.

A representative of Deloitte is expected to be present at the Annual Meeting. In addition to having the opportunity to make a statement, the Deloitte representative will be available to respond to any appropriate questions

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.

Table of Contents

Accounting Matters

Auditor

Effective March 31, 2019, we appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm, including for the fiscal year ending December 31, 2021. Representatives of Deloitte are expected to attend the Annual Meeting and will have an opportunity to make a statement and to respond to appropriate questions from stockholders.

Principal Independent Auditor Fees

Audit Fees

Audit fees include the aggregate fees for the audit of our annual consolidated financial statements and internal controls, and the reviews of each of the quarterly consolidated financial statements included in our Forms 10-Q. The aggregate audit fees we were billed by auditors were $1,769,300 and $2,187,249 for the fiscal years ended December 31, 2021 and 2020, respectively.

Audit-Related Fees

Audit-related fees include accounting advisory services related to the accounting treatment of transactions or events, including acquisitions, and to the adoption of new accounting standards, as well as additional procedures related to accounting records performed to comply with regulatory reporting requirements and to provide certain attest reports. We did not receive audit related services and paid no audit related fees to Deloitte for the fiscal years ended December 31, 2021 and 2020.

Tax Fees

Tax fees are for tax compliance services and assistance with federal and provincial tax-related matters for certain international entities. The aggregate fees billed for tax service fees provided by Deloitte were $155,750 and $0 for the fiscal years ended December 31, 2021 and 2020, respectively, and we expect to receive tax services from Deloitte for the fiscal year ended December 31, 2022.

All Other Fees

All other fees consist of fees for products and services other than the services reported above. We did not pay any fees for internal control advisory services from Deloitte for the fiscal years ended December 31, 2021, and $110,484 for 2020.

Pre-Approval Policies and Procedures

All services provided by our independent registered accountants are pre-approved by the Audit Committee. The Audit Committee is presented, for approval, a description of the audit-related, tax and other services expected to be performed by the independent registered accountants during the fiscal year. The Audit Committee determined that all services provided by our independent registered accountants during the fiscal year ended December 31, 2021 were compatible with maintaining their independence.

Report of Audit Committee

The Audit Committee is composed solely of independent directors meeting the applicable requirements of the Nasdaq rules. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal control over financial reporting, for preparing the financial statements, and for the reporting process. The Audit Committee members do not serve as professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of

Table of Contents

management and the independent registered public accounting firm. The Company’s independent auditor is engaged to audit and report on the conformity of the Company’s financial statements to accounting principles generally accepted in the United States and the effectiveness of the Company’s internal control over financial reporting.

Consistent with its monitoring and oversight responsibilities, the Audit Committee reviewed and discussed with management and the independent auditor the audited financial statements for the year ended December 31, 2021 (the “Audited Financial Statements”), management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the independent auditor’s evaluation of the Company’s system of internal control over financial reporting. The Audit Committee has discussed with Deloitte, the Company’s independent auditor, the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard 1301, Communications with Audit Committees. In addition, the Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence, and has discussed with the independent auditor the independent auditors’ independence.

Based upon the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the Securities and Exchange Commission.

Respectfully submitted by the Audit Committee of the Board of Directors.

Randall Miles

Darren Jacklin

Dan Cahir

The foregoing report of the audit committee is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of eXp World Holdings under the Securities Act, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Table of Contents

PROPOSAL 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

We are asking stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the “Executive Compensation” section of this Proxy Statement. Our executive compensation programs are designed to support our long-term success. The Compensation Committee has structured our executive compensation program to tie total compensation to long-term stockholder value, as reflected primarily in our stock price. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this Proxy Statement.

Accordingly, stockholders are being asked to vote on the following resolution:

Resolved: That the stockholders approve the compensation paid to the “named executive officers” of eXp World Holdings, Inc. with respect to the fiscal year ended December 31, 2021, as disclosed, pursuant to Item 402 of Regulation S-K promulgated by the Securities and Exchange Commission, in the Proxy Statement for the 2022 Annual Meeting of Stockholders, including the compensation tables and narrative discussion set forth under “Compensation Discussion and Analysis” therein.

This item is being presented pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although this advisory vote is not binding, the Compensation Committee will consider the voting results when evaluating our executive compensation program.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL, ON AN ADVISORY BASIS, OF OUR NAMED EXECUTIVE OFFICER COMPENSATION AS DESCRIBED IN THIS PROXY STATEMENT.

Table of Contents

Stockholder Proposals for 2023 Annual Meeting

In order for stockholder proposals for the 2023 Annual Meeting of Stockholders to be eligible for inclusion in the proxy statement and form of proxy card for that meeting, we must receive the proposals at our corporate headquarters, 2219 Rimland Drive, Suite 301, Bellingham, Washington 98226, directed to the attention of our Corporate Secretary, no later than December 28, 2022. In addition, all proposals will need to comply with Rule 14a-8 of the Securities Exchange Act, which sets forth the requirements for the inclusion of stockholder proposals in our sponsored proxy materials.

Our bylaws set forth the procedures you must follow in order to nominate a director for election or present any other proposal at an annual meeting of our stockholders, other than proposals intended to be included in our sponsored proxy materials. In addition to any other applicable requirements, for a stockholder to properly bring business before the 2023 Annual Meeting of Stockholders, the stockholder must give us notice thereof in proper written form, including all required information, at our corporate headquarters, 2219 Rimland Drive, Suite 301, Bellingham, Washington 98226, directed to the attention of our Corporate Secretary, no earlier than the close of business on January 17, 2022, nor later than the close of business on February 16, 2022 (provided, however, that the date of the annual meeting is more than thirty days before or more than seventy days after such anniversary date, notice by the stockholder must be delivered not earlier than the close of business on the one hundred twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the Company). You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. A copy of our Amended and Restated Bylaws is available as Exhibit 3.3 to our Annual Report on Form 10-K for the year ended December 31, 2021 at https://www.sec.gov/Archives/edgar/data/1495932/000168316818002990/exp_def14c.htm., as amended by an Amendment to Amended and Restated Bylaws available as Exhibit 3.2 to our Form 8-K filed December 3, 2021 at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001495932/000155837021016517/expi-20210325x8k.htm.

Other Matters

We will pay all expenses of preparing, printing and mailing, the Annual Meeting proxy materials, as well as all other expenses of soliciting proxies for the Annual Meeting on behalf of the Board of Directors.

Availability of Form 10-K

We filed our Annual Report on Form 10-K for the year ended December 31, 2021 with the SEC on February 25, 2022. It is available free of charge at the SEC’s web site at www.sec.gov. Upon written request by a stockholder, we will mail without charge a copy of our Annual Report on Form 10-K. All requests should be directed to our Corporate Secretary at 2219 Rimland Drive, Suite 301 Bellingham, Washington 98226. The Company’s consolidated financial statements and certain other information found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Table of Contents

Executive Officers

Summary of Executive Officers

The names of our executive officers, as of the date of this proxy statement, and their ages, their positions with our Company, and other biographical information are set forth below. Executive officers are appointed by our Board of Directors to hold office until their successors are elected and qualified or operate in such capacity as a function of their job role and serve in such capacity until termination, resignation or change of job duties. There are no family relationships among our executive officers.


Name	Position	Age	Date First Elected, Appointed or Hired
Glenn Sanford	Chairman, Chief Executive Officer, and Director	55	March 12, 2013
Jeff Whiteside	Chief Financial Officer and Chief Collaboration Officer	59	November 1, 2018
Jason Gesing	Chief Executive Officer eXp Realty, and Director	48	September 27, 2014
James Bramble	Chief Legal Counsel	52	March 18, 2019
Shoeb Ansari	Chief Information Officer	56	March 21, 2022
Michael Valdes	President, eXp Global	55	May 4, 2020
Courtney Chakarun	Chief Marketing Officer	45	June 15, 2020
Kent Cheng	Chief Accounting Officer	55	April 15, 2021

Business Experience of our Executive Officers

The following is a brief description of the business experience and education of each executive officer during at least the past five years, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out. The description of the business experience and education of our executive officers that are also director nominees is set out above under Proposal 1.

Glenn Sanford’s biography can be found under “Proposal 1 – Election of Directors, Director Nominees’ Biographical and Related Information.”

Jeff Whiteside joined the Company as its Chief Financial Officer and Chief Collaboration Officer on November 1, 2018. Mr. Whiteside works closely with Mr. Sanford, our CEO, across the Company and the teams in eXp Realty, finance, technology, marketing, legal, human resources, new business development, M&A, international markets, investor relations, and Virbela. Mr. Whiteside has more than 30 years of experience in global finance and operational leadership including executive positions at General Electric, Pitney Bowes, and RM Sotheby’s Auctions. Additionally, Mr. Whiteside held the positions of Chief Financial Officer and Chief Operating Officer at three software and technology companies. Mr. Whiteside has extensive international experience from living and working in Asia, Australia, Europe, and Canada.

Recently, Mr. Whiteside founded and served as the Auction Director at Saratoga Automobile Museum, a not-for-profit institution focusing on the impact of the automobile, from November 2016 through October 2018, Chief Operating Officer of Saratoga Juice Bar, LLC from January 2015 through November 2016, Chief Operating Officer and Chief Financial Officer at RM Sotheby’s Auctions in 2014 and 2015, and Vice President and Group Financial Officer at Pitney Bowes from 2008 through 2013.

Mr. Whiteside is a graduate of Rensselaer Polytechnic Institute, obtaining both his B.S. (with an emphasis in Managerial Economics) and M.B.A. in 1986.

Jason Gesing’s biography can be found under “Proposal 1 – Election of Directors, Director Nominees’ Biographical and Related Information.”

Table of Contents

James Bramble joined the Company as its Chief Legal Counsel and General Counsel on March 18, 2019. Mr. Bramble was appointed as the Company’s Corporate Secretary on October 1, 2019. As Chief Legal Counsel, Mr. Bramble oversees the company’s legal affairs, including corporate governance, litigation and compliance. Mr. Bramble has over 20 years of international business experience and has transformed the Company’s legal and compliance functions to empower an agent-centric, globally-scaled organization. Mr. Bramble is an active member of the Association of Corporate Counsel (ACC) and is a licensed real estate agent. Mr. Bramble champions eXtend a Hand, the Company’s charitable foundation and leverages his expertise in service of his community and on non-profit and private company boards.

Recently, Mr. Bramble served as Chief Legal Officer, General Counsel and Corporate Secretary at USANA, a producer of nutritional products, dietary supplements and skincare products, from February 1998 until 2018. Currently, Mr. Bramble serves as a member of the board of directors and as corporate secretary of Vasayo, LLC.

Mr. Bramble is a graduate of University of Utah where he obtained his B.S. (majoring in Political Science) and J.D.

Shoeb Ansari joined the Company as its Chief Information Officer on March 21, 2022. As Chief Information Officer, Mr. Ansari leads solution delivery functions covering product management, software engineering, product launch, project management, data services and innovation along with managing technology infrastructure and services for the Company and its subsidiaries. Mr. Ansari brings more than 25 years of experience in business and information technology management, helping companies manage their product and technology functions.

Most recently, Mr. Ansari was a key member of the executive leadership team, in his capacity of Chief Technology Officer, at RealPage, Inc., a provider of property management software, from May 2020 to March 2022. At RealPage, Inc., Mr. Ansari led their global engineering organization to deliver and support their vast SaaS platform serving the multi-family property management industry. Previously, Mr. Ansari served as the Chief Product Officer and Chief Information Officer at Travel Leaders Group, a provider of personalized vacation packages, travel deals and travel services, from October 2016 to May 2020 where he was responsible for product/solution delivery and technology infrastructure to support over 45,000 agents serving both corporate and leisure travelers.

Mr. Ansari is a graduate of Southern Methodist University where he obtained his M.B.A. and University of Oklahoma where he received his B.S. in Computer Sciences.

Michael Valdes joined the Company on May 5, 2020 and served as our Executive Vice President of International Expansion until September 2020 when Mr. Valdes became our President of eXp Global. Mr. Valdes brings more than 25 years of expertise in global real estate and finance to eXp Realty. From November 2018 to May 2020, Mr. Valdes was Senior Vice President of Global Servicing for all brands of Realogy Corporation, an integrated provider of real estate services in the U.S., including Better Homes & Gardens, Century 21, Coldwell Banker, Corcoran, ERA and Sotheby’s International Realty. In his role, Mr. Valdes oversaw the international servicing platform for all Realogy brands across more than 100 countries and opened more than 70 countries during his tenure. Prior to that, Mr. Valdes was Global Vice President of Sotheby’s International Realty, a franchise focusing on brokering and marketing of residential real estate, from December 2014 until May 2020.

Courtney Chakarun joined the Company as our Chief Marketing Officer on June 15, 2020. Ms. Chakarun is responsible for rebranding and amplifying the Company’s brands and overseeing all areas of marketing, including driving digital strategy for growth and enhancing the Company’s value proposition for agents and brokers. Ms. Chakarun has over two decades of marketing and innovation experience and has held various leadership roles at Roostify, CoreLogic and General Electric.

From November 2018 until May 2020, Ms. Chakarun served as the CMO at Roostify, a digital lending platform that historically processed nearly $35 billion a month in home loans. From December 2016 until November 2018, Ms. Chakarun led marketing and innovation at CoreLogic, a property data company, in her role as Executive, Marketing and Innovation Solutions. Previously, Ms. Chakarun spent 15 years at General Electric, namely as VP, New Products for GE Capital Retail Finance in the U.S. and internationally.

Table of Contents

Ms. Chakarun is a graduate of University of Arkansas where she obtained both her BSBA in Marketing Management and MBA.

Kent Cheng joined the Company as Global Controller on March 30, 2020 and was appointed the Company’s Chief Accounting Officer on April 15, 2021. Mr. Cheng is responsible for leading and developing the Company’s global accounting, finance practices and procedures. He also ensures the preparation and analysis of all financial reports comply with applicable regulations. Mr. Cheng has decades of finance expertise in global finance, accounting and information technology functions in large, complex and geographically dispersed multi-billion-dollar global businesses.

From July 2019 until March 2020, Mr. Cheng served as the Corporate Controller at Ocean Spray, an agricultural cooperative of growers of cranberries and grapefruit, where he oversaw corporate accounting, internal controls, financial reporting, and global tax and cost accounting. Prior to that Mr. Cheng served as Global Finance Director of The Chemours Company, a chemical company, from November 2015 until March 2019.

Mr. Cheng is a graduate of Utah State University, where he obtained his Masters of Accounting and Sun Yat-Sen University, where he obtained a Bachelor of Business Administration. Mr. Cheng is a member of American Institute of Certified Public Accountants.

Table of Contents

Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion and Analysis describes the material elements of our executive compensation program for the named executive officers (“NEOs”) named below during 2021. It also provides an overview of our executive compensation philosophy, including our compensation strategy and practices for our NEOs. We believe that the compensation of our NEOs accurately reflects their contributions to our growth and success and aligns with our annual financial results and the interests of our stockholders.

During 2021, our NEOs were:

●

Glenn Sanford, our Chief Executive Officer;

●

Jeff Whiteside, our Chief Financial Officer and Chief Collaboration Officer;

●

Jason Gesing, our Chief Executive Officer, of eXp Realty;

●

Courtney Chakarun, our Chief Marketing Officer; and

●

Michael Valdes, our President of eXp Global

Our executive compensation program is designed to attract, retain and incentivize leadership in a manner that is market-based, transparent and consistent with the principles guiding compensation decisions across our Company. Our NEO compensation program includes a mix of compensation, including base salary, quarterly and other cash bonuses, long-term equity incentives, and benefits, to incentivize our NEOs. The compensation program is primarily designed to promote retention to drive and grow our business over the long-term and support business continuity and to reward our NEOs for delivering financial, operational and strategic results.

2021 Business and Executive Compensation Highlights

We believe our executive compensation program was instrumental in attracting and retaining our NEOs and was key in achieving strong financial performance in 2021. For the fiscal year ended December 31, 2021, our:

●

Total revenues were $3.8 billion, an increase of 110% year-over-year;

●

Agent count increased 72% compared to 2020; and

●

Adjusted EBITDA, a non-GAAP measure, increased 35% year-over-year. For a reconciliation of Adjusted EBITDA to net income, see “Non-U.S. GAAP Financial Measures” beginning on page 34 in Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Our 2021 executive compensation program reflected both the growth in our business and our ongoing transition from a small-cap publicly traded company to a mid-cap publicly traded company as we continued to emphasize long-term equity compensation as the most significant component of each NEO’s compensation. The following key compensation actions were taken with respect to our executive officers for 2021:

●

Our Board adopted a long-term incentive compensation package for Mr. Whiteside which granted certain equity compensation to Mr. Whiteside upon the expiration of his current equity compensation retention package. The Board adopted this policy to incentivize Mr. Whiteside’s continued service as CFO and to align his compensation with the Company’s growth and profitability goals;

●

We increased the base salaries in 2021 for Ms. Chakarun and Mr. Valdes, which increases were made as merit increases and to continue to retain the services of those NEOs;

●

We designed our 2021 executive annual cash bonus plan to focus on agent growth, revenue growth, and individualized objectives and key results, or OKRs, setting aggressive targets for each NEO that were achievable only through focused strategic efforts by our executive team. Achievement against these targets for the 2021 Bonus Plan performance measures resulted in an aggregate calculated payment percentage of 100% of target levels, where applicable;

Table of Contents

●

We granted annual long-term incentive compensation opportunities in the form of grants of stock options to align the economic interests of our NEOs with our stockholder interests. These awards generally vest over three years, subject to continued service;

●

The Compensation Committee and the Board considered the affirmative advisory say-on-pay vote at the 2020 Stockholders’ Meeting in its decision to maintain compensation benefits in 2021 that are similar to NEO compensation benefits in 2020;

●

The Compensation Committee conducted a review of Mr. Sanford’s compensation package alongside the CEO compensation practices

SEC Form DEF 14A filed by eXp World Holdings Inc.