DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

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☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

MARCUS & MILLICHAP, 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 all boxes that apply):

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☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

Marcus & Millichap, Inc.

May 2, 2024, 2:00 p.m. Pacific Time

A Different Kind of Brokerage

LOGO

23975 Park Sorrento, Suite 400

Calabasas, California 91302

(818) 212-2250

March 22, 2024

Dear Stockholder:

We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Marcus & Millichap, Inc., which will be held virtually on May 2, 2024.

We are furnishing our proxy materials to stockholders primarily over the Internet. This process expedites stockholders’ receipt of proxy materials, while significantly lowering the costs of our annual meeting and conserving natural resources. On March 22, 2024, we mailed to our stockholders a notice containing instructions on how to access our Proxy Statement and 2023 Annual Report to Stockholders and to vote online. The notice also included instructions on how you can receive a paper copy of your annual meeting materials. If you received your annual meeting materials by mail, the Proxy Statement, 2023 Annual Report to Stockholders, and proxy card were enclosed.

At this year’s annual meeting, the agenda includes the following items:


Agenda Item		Board Recommendation

1. Election of directors		FOR

2. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024		FOR

3. Advisory vote to approve executive compensation		FOR

4. Approval of the Amended and Restated 2013 Omnibus Equity Incentive Plan		FOR

5. Approval of the Amended and Restated 2013 Employee Stock Purchase Plan		FOR

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement.

Your vote is important. Whether or not you plan to attend the annual meeting, I hope you will vote as soon as possible. You may vote over the Internet before or at the annual meeting or, if you receive your proxy materials by U.S. mail, you also may vote by mailing a proxy card or voting by telephone. Please review the instructions on the notice or on the proxy card regarding your voting options.

Sincerely yours,

LOGO

Hessam Nadji

President and Chief Executive Officer

LOGO

Table of Contents


Notice of 2024 Annual Meeting of Stockholders		1
Letter from the CEO & Chair of the Board		4
About Marcus & Millichap		6
PROPOSAL 1 Election of Directors		7
Nominees and Continuing Directors		7
Nominee Selection Process		8
Attributes, Skills and Experience of our Nominees and Continuing Directors		10
Background and Qualifications of Director Nominees and Continuing Directors		11
Corporate Governance		16
Governance Highlights		16
Board Responsibilities and Structure		16
Leadership of the Board		17
Director Independence		18
The Board of Directors and its Committees		19
Director Resignation Policy		24
Director Time Commitments		24
Board and Committee Evaluations		24
Director Orientation and Continuing Education		24
CEO Evaluation and Succession Planning		24
The Board’s Role in Risk Oversight		25
Cybersecurity and Risk Oversight		26
Corporate Governance Guidelines		27
Code of Ethics		27
Human Capital Oversight		27
Sustainability		28
Commitment to People and Community – Corporate Responsibility		28
Communications from Stockholders and Other Interested Parties to Directors		28


PROPOSAL 2 Ratification of Appointment of Independent Registered Public Accounting Firm for 2024		29
Fees Billed by Independent Registered Public Accounting Firm		29
Audit Committee Report		30
PROPOSAL 3 Advisory Vote to Approve Executive Compensation		31
Compensation Discussion and Analysis		32
Compensation Committee Report		44
Compensation Committee Interlocks and Insider Participation		44
Executive Compensation Tables and Other Information		45
PROPOSAL 4 Approval of the Amended and Restated 2013 Omnibus Equity Incentive Plan		63
PROPOSAL 5 Approval of the Amended and Restated 2013 Employee Stock Purchase Plan		79
General Information		91
Principal Stockholders		91
Certain Relationships and Related Party Transactions		93
Information About the 2024 Annual Meeting of Stockholders		94
Information Referenced in This Proxy Statement		98
Other Matters		98
Appendix A Amended and Restated 2013 Omnibus Equity Incentive Plan		A-1
Appendix B Amended and Restated 2013 Employee Stock Purchase Plan		B-1

LOGO

March 22, 2024

Notice of 2024 Annual Meeting of Stockholders

TO BE HELD ON MAY 2, 2024



Date and Time	Virtual Meeting	Record Date

Thursday, May 2, 2024, 2:00 p.m. Pacific Time	Via the Internet https://web.lumiagm.com/204691330 (password: Mm2024)	March 12, 2024

The 2024 Virtual Annual Meeting of Stockholders (“Annual Meeting”) of Marcus & Millichap, Inc. (“Marcus & Millichap,” “MMI,” or the “Company”) will be held as a virtual-only meeting on Thursday, May 2, 2024 at 2:00 p.m. Pacific Time. The platform for the virtual Annual Meeting includes functionality that affords validated stockholders substantially the same meeting participation rights and opportunities they would have at an in-person meeting. Once admitted to the Annual Meeting, stockholders may view reference materials, submit questions, and vote their shares by following the instructions that will be available on the Annual Meeting website.

Agenda

At the Annual Meeting, stockholders will be asked to vote on the following proposals:


PROPOSAL	BOARD VOTING RECOMMENDATION		PAGE REFERENCE (FOR MORE DETAIL)
Management Proposals
Elect three Class II Directors nominated by our Board of Directors, each to serve for a three-year term		FOR each nominated Director	7
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024		FOR	29
Advisory vote to approve executive compensation		FOR	31
Approval of the Amended and Restated 2013 Omnibus Equity Incentive Plan		FOR	63
Approval of the Amended and Restated 2013 Employee Stock Purchase Plan		FOR	79

Other Important Information

Stockholders will also transact such other business as may properly come before the annual meeting (including adjournments and postponements).

You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on March 12, 2024, the record date, or hold a legal proxy for the Annual Meeting provided by your bank, broker, or other nominee.

Marcus & Millichap, Inc. | 2024 Proxy Statement | Page 1

It remains very important that your shares are represented and voted at the Annual Meeting. We therefore strongly encourage you to vote in advance of the Annual Meeting. See “Voting Methods” on the next page for instructions for various voting methods.

By Order of the Board of Directors,

LOGO

Hessam Nadji

President and Chief Executive Officer

Calabasas, California

March 22, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 2, 2024: The Notice of 2024 Annual Meeting of Stockholders the Proxy Statement and the 2023 Annual Report to Stockholders are available at http://www.astproxyportal.com/ast/18576.

Marcus & Millichap, Inc. | 2024 Proxy Statement | Page 2

Voting Methods



Before the Annual Meeting			During the Annual Meeting

Vote by Internet	Vote by Phone	Vote by Mail	Vote by Internet



Go to www.voteproxy.com until 11:59 p.m. Eastern Time on May 1, 2024.	Call toll-free 1 (800) 776-9437 in the United States or 1 (201) 299-4446 from foreign countries until 11:59 p.m. Eastern Time on May 1, 2024.	Complete, sign, and date the proxy card/voting instruction card and return it in the postage-paid envelope that is enclosed with your proxy materials.	Go to https://web.lumiagm.com/204691330 and vote during the Annual Meeting by entering the 11-digit control number included in your proxy materials and the password “Mm2024” and following the instructions on the Annual Meeting website.

As noted above, we strongly encourage you to vote in advance of the Annual Meeting by using one of the methods set forth above under “Before the Annual Meeting”, whether or not you plan to attend the Annual Meeting. You have the right to revoke your proxy before it is exercised at the Annual Meeting at any time before the polls close by submitting a later-dated proxy card/voting instruction card, by attending the Annual Meeting virtually and voting by Internet, by delivering instructions to our Corporate Secretary before the Annual Meeting, or by voting again using the Internet or by telephone before the cut-off time. Your latest Internet or telephone proxy is the one that will be counted. If you hold shares through a broker, bank, or other nominee, you may revoke any prior voting instructions by contacting that firm.

List of Stockholders

The names of stockholders of record entitled to vote will be available for inspection by stockholders of record for ten (10) days prior to the Annual Meeting and during the virtual Annual Meeting. If you are a stockholder of record and want to inspect the stockholder list, please send a written request to our Corporate Secretary at 23975 Park Sorrento, Suite 400, Calabasas, California 91302, or Steve.DeGennaro@marcusmillichap.com to arrange for electronic access to the stockholder list.

Internet Availability of Proxy Materials

We are furnishing proxy materials to our stockholders primarily via the Internet. On March 22, 2024, we mailed most of our stockholders as of the record date, a Notice Regarding the Availability of Proxy Materials (“Notice of Internet Availability”) containing instructions on how to access and review all the important information contained in our proxy materials, including our Proxy Statement and our 2023 Annual Report to Stockholders. The Notice of Internet Availability also instructs you on how to vote via the Internet. Other stockholders, in accordance with their prior requests, have been mailed paper copies of our proxy materials, and a proxy card or voting form.

Internet distribution of our proxy materials is designed to expedite receipt by stockholders, lower the cost of the annual meeting, and conserve natural resources. However, if you would prefer to receive paper copies of proxy materials, please follow the instructions included in the Notice of Internet Availability.

Marcus & Millichap, Inc. | 2024 Proxy Statement | Page 3

Letter from the CEO & Chair of the Board

To our Stockholders:

MMI remained resilient and continued to make progress toward our long-term goals despite significant market headwinds experienced across the U.S. commercial real estate industry last year. The real estate market faced declining transaction volume resulting from the most aggressive Federal Reserve tightening policy in 40 years, culminating in interest rate increases of 525 basis points in 18 months. An already constrained lending environment was further exacerbated by the regional banking crisis. Although the broader economy performed well, interest rate volatility presented challenges for transaction closings with widening bid-ask spreads and higher borrowing costs. According to CoStar and MSCI, 2023 U.S. commercial real estate transaction volume declined by an estimated 55% compared to prior year.

In this environment, our team delivered revenue of $646 million and a net loss of $34 million, which largely reflects the impact of a 39% decline in total transactions. Our earnings were particularly pressured by expenses related to capital invested in top talent acquisition and retention, technological innovations and expanding our technology platform. We believe these investments will be instrumental in helping us lead in the recovery and long-term growth. We believe the company is well positioned to not only withstand the current market dislocation but to leverage the downturn to our advantage. We ended the year with $407 million in cash, cash equivalents, and marketable debt securities, available-for-sale.

In 2023, our management team adopted a range of strategic measures to mitigate the impact of the market disruption while also strengthening the MMI platform. We implemented cost control initiatives aimed at reducing the interim impact of lower revenue while continuing to make well-underwritten investments essential to long-term growth. Focusing on our people, we continued to provide broker training, retention of top producers and recruitment of experienced professionals and teams. We prioritized enhancing our ability to serve client needs by expanding marketing efforts, further integrating our auction teams into the sales process and leveraging technology. These combined efforts resulted in over 7,000 closings and nearly $45 billion

in volume, keeping MMI as the top ranked brokerage firm by transactions last year.

Our commitment to strategic capital allocation that best aligns with the long-term interests of our stockholders remains constant. In 2023, we returned $20 million to stockholders in the form of dividends and another $39 million through share repurchases. We concluded the year with $72 million of share repurchase authorization remaining under our current program which is inclusive of the additional $70 million authorization that was announced in May. Recruitment and retention of top producers remains a key priority for our core business. Concurrently, we have aggressively explored several adjacent growth opportunities to further diversify our business geographically and to expand into complementary services. Although these transactions did not close due to a valuation gap, we continue to develop our pipeline and actively evaluate strategic acquisition opportunities.

Industry Position

The company’s leading position in investment sales and financing was accomplished through the efforts of our 1,783 member strong salesforce, the largest in our industry. Whether it was our participation in major industry conferences, our client webcasts which drew over 40,000 investors or providing insightful research and analysis, we are proud of the client guidance and touchpoints our team delivered at a difficult time for most investors. As we have highlighted in the past, we believe that the private client segment of the market will lead the turnaround and we feel confident in our positioning when activity inevitably does pick up.

Market Environment

We believe the Federal Reserve’s decision to pause interest rate hikes and turn to a more dovish stance has increased the market’s confidence in a soft landing for the economy. Despite ongoing challenges in the form of wide bid-ask spreads and tighter lending standards, clarity on interest rates and price adjustments are expected to provide positive tailwinds to the market in the second half of the year. Other factors such as distress in some sectors and debt maturities could also provide additional catalysts for activity.

Marcus & Millichap, Inc. | 2024 Proxy Statement | Page 4

Looking Forward

As we turn to 2024 and beyond, MMI will stay the course and maintain the laser focus that has enabled our company to persist and thrive through multiple cycles since our founding over 50 years ago. We will strive to continue to drive operational excellence and refine our strategic capital allocation policy all with the goal of serving our clients and stockholders in the best way possible. Progress was made in 2023 to position our company for the eventual market recovery, and we will continue our efforts in strengthening our resilience and competitiveness going forward.

We thank our team for their hard work and our stockholders for their confidence in us over the past year and look forward to our continued partnership.

Sincerely,

LOGO

Hessam Nadji

President, Chief Executive Officer

LOGO

George M. Marcus

Chair of the Board of Directors

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This letter includes forward-looking statements, including statements regarding the company’s business outlook, strategies and industry position, and the market environment. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Please see our 2023 Annual Report on Form 10-K, which was filed with the SEC on February 27, 2024, for more information regarding the factors that could cause such differences. Forward-looking statements speak only as of the date of this letter. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable laws.

Marcus & Millichap, Inc. | 2024 Proxy Statement | Page 5

About Marcus & Millichap

Marcus & Millichap, Inc. (“MMI”) is a leading national real estate services firm specializing in commercial real estate investment sales, financing services, research, and advisory services. We are the leading national investment brokerage company in the $1 million to $10 million private client market segment. This is the largest and most active market segment and comprised approximately 80% of total U.S. commercial property transactions greater than $1 million in the marketplace in 2023.

As of December 31, 2023, we had 1,783 investment sales and financing professionals that are primarily exclusive commission-based independent contractors who provide real estate investment brokerage and financing services to sellers and buyers of commercial real estate in over 80 offices in the United States and Canada. In 2023, we closed 7,546 sales, financing, and other transactions with total sales volume of approximately $43.6 billion.

We service clients by underwriting, marketing, selling, and financing commercial real estate properties in a manner that maximizes value for sellers, provides buyers with the largest and most diverse inventory of commercial properties, and secures the most competitive financing from lenders for borrowers.

We were founded in 1971 in the western United States, and we continue to increase our presence throughout North America through execution of our growth strategies by targeting markets based on population, employment, level of commercial real estate sales, inventory, and competitive landscape opportunities where we believe the markets will benefit from our business model. We have grown to have offices in 34 states across the United States and in four provinces in Canada.

Company Overview

At Marcus & Millichap, our commitment is to help our clients create and preserve wealth by providing them with the best real estate investment sales, financing, research, and advisory services.



		National Platform Focused on Real Estate Investment Brokerage

		◾ Over 50 years of experience dedicated to perfecting real estate investment brokerage ◾ Designed to maximize real estate value, facilitate investment options by geography and property type, and create liquidity for investors

		Market Leader in the Private Client Market Segment

		◾ Only national brokerage firm predominantly focused on servicing the Private Client Market segment which consistently accounts for 80%+ of CRE transactions in the U.S. ◾ Private client business has been supplemented with penetration in larger transactions and institutional clients for over a decade

		Platform Built for Maximizing Investor Value

		◾ Marcus & Millichap Capital Corporation (“MMCC”), Research & Advisory support client dialogue, financing, strategy, and sales execution ◾ Culture and policy of information sharing is key to maximizing investor value

		Management With Significant Investment Brokerage Experience

		◾ Non-competitive management with extensive investment brokerage experience, committed to training, coaching, and supporting investment sales professionals ◾ Culture creates a competitive advantage through agent retention and better client results

		Well-Positioned to Execute on Strategic Growth Plan

		◾ Positioned to increase Private Client Market segment share, expand presence in specialty niches/larger transaction business, and grow the MMCC division ◾ Strong balance sheet with no debt provides financial flexibility to pursue strategic acquisitions

Marcus & Millichap, Inc. | 2024 Proxy Statement | Page 6

PROPOSAL 1: Election of Directors

We are asking our stockholders to vote “FOR” three nominees to election as Class II Directors, each to serve on our Board of Directors (the “Board,” and each member a “Director”) for a three-year term until the 2027 Annual Meeting of Stockholders or until his or her successor is elected and qualified or, if earlier, the Director’s death, resignation, or removal.

Nominees and Continuing Directors

The following table sets forth information regarding the nominees standing for election at the Annual Meeting and our continuing Directors.


Nominee or Director Name	Class	Election Year	Age	Position(s)	Director Since
Nominees:
Collete English Dixon	II	2024	66	Director	2021
Lauralee E. Martin	II	2024	73	Director	2019
Nicholas F. McClanahan	II	2024	79	Director	2013

Continuing Directors:
George M. Marcus	III	2025	82	Director, Founder, Chair of the Board	1971
George T. Shaheen	III	2025	79	Director	2013
Don C. Watters	III	2025	81	Director, Lead Independent Director	2013
Norma J. Lawrence	I	2026	69	Director	2013
Hessam Nadji	I	2026	58	Director, President, Chief Executive Officer	2016

Recommendation of the Board

Provided that there is a quorum at the Annual Meeting, Directors are elected by a plurality of the votes cast by the stockholders entitled to vote at such election. Accordingly, subject to our Director Resignation Policy described in the “Corporate Governance” section below, the three nominees receiving the highest number of affirmative votes will be elected.

The individuals named as proxyholders will vote your shares for the election of these three nominees unless you direct them to withhold your vote. If any nominee is unable to serve or for good cause will not serve as a Director, the individuals named as proxyholders may vote for a substitute nominee.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH NOMINEE FOR DIRECTOR.

Marcus & Millichap, Inc. | 2024 Proxy Statement | Page 7

Election of Directors

Nominee Selection Process

The Board is responsible for nominating persons for election as Directors of the Company. Our Board has delegated responsibility for identifying and evaluating individuals as members of the Board to our Nominating and Corporate Governance Committee.




		1 Identify the Candidate		Our Nominating and Corporate Governance Committee is charged with identifying, evaluating, and recommending director nominees to the full Board. When seeking new director candidates, the Nominating and Corporate Governance Committee will consider potential candidates for directors submitted by Board members, members of our management, and our stockholders. The Nominating and Corporate Governance Committee does not evaluate candidates differently based upon the source of the nominee.


		2 Confirm Candidate Qualifications		Once a candidate has been identified, our Nominating and Corporate Governance Committee will confirm that the candidate meets the following general criteria: ◾ Nominees should have a reputation for integrity, honesty, and adherence to high ethical standards; ◾ Nominees should have demonstrated business acumen, experience, and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company and should be willing and able to contribute positively to the decision-making process of the Company; ◾ Nominees should have a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board and its committees; ◾ Nominees should have the interest and ability to understand the sometimes-conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, governmental units, creditors, and the general public, and to act in the interests of all stockholders; and, ◾ Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director. While we do not have a formal diversity policy for Board membership, we look for potential candidates that help ensure that the Board has a wide range of perspectives and backgrounds, and we understand the benefits of seeking qualified candidates reflecting the diversity in our community to include in the pool from which we select new Board members. We also look for financial oversight experience, financial community experience, and a good reputation with the financial community; business management experience; business contacts, business knowledge, and influence that may be useful to our business; and knowledge about our industry.

Marcus & Millichap, Inc. | 2024 Proxy Statement | Page 8

Election of Directors




		3 Candidate Evaluation		The Nominating and Corporate Governance Committee takes such measures that it considers appropriate in connection with the evaluation of a candidate, including candidate interviews, inquiries of the person recommending the candidate, engagement of an outside search or personnel firm to gather additional information, or reliance on the knowledge of the members of the committee, the Board or management.


		4 Committee Recommendation		The Nominating and Corporate Governance Committee recommends to the Board the persons to be nominated for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board, taking into consideration direct input from the Chair of the Board, the Chief Executive Officer (“CEO”), and, if one is appointed, the Lead Independent Director.


		5 Stockholder Vote		Stockholders vote on director nominees at the Annual Meeting of Stockholders.

SEC Form DEF 14A filed by Marcus & Millichap Inc.