Current Term Expires: 
2025 | Our Board of Directors and Corporate Governance Board of Directors Composition The Company’s stockholders elect the Board of Directors, which is the Company’s ultimate decision making body (except as to matters reserved to, or shared with, the Company’s stockholders). It is the principal duty of the Board of Directors to exercise its powers in accordance with its fiduciary duties to the Company and in a manner that it reasonably believes to be in the best interests of the Company and its stockholders. In doing so, the Board of Directors oversees our business affairs and works with our senior management to determine our strategy and mission. In fulfilling its responsibilities, the Board is involved in strategic and operational planning, financial reporting, governance, compliance, risk management and setting a tone of business integrity. Board Diversity Our Nominating and Corporate Governance Committee and Board of Directors values diversity in selecting director nominees and strives to create a board that consists of individuals reflecting the diversity represented by our employees, agents, and communities in which we operate. They believe that our diverse Board of Directors contributes to effective oversight of the management and the Company. The below table provides information related to the self-identified composition of our current Board of Directors, including director nominees. Total Number of Directors: 6* Female Male Gender Identity Directors 1 5 Racial/Ethnic Background African American or Black 1 2 White 3 * one of our directors chose not to disclose their gender and racial/ethnic background in the annual questionnaire. 6 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.da | Sequence: 1 CHKSUM Content: 2274 Layout: 39931 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| Board Skills, Knowledge and Experience Our Nominating and Corporate Governance Committee and Board of Directors carefully evaluates the applicable skills, knowledge and experience of director nominees and strives to create a board with the mix of skills, knowledge and experience that would be relevant in light of the current Board composition and business strategy. They believe that the current Board of Directors reflects a balanced mix of valuable skills and insightful knowledge and experiences. The below table highlights each current director’s specific skills, knowledge and experiences. For more information about each director’s skills, knowledge and experience, see the sections entitled “Biographies for Director Nominees” and “Biographies for Continuing Directors” in this proxy statement. Pamela Robert Charles Jeffrey Josh Steven Thomas- Frank DIRECTORS Reffkin Phillips Housenbold McCarter Sordello Graham Martell Leadership and Operating l l l l l l l Finance l l l l l l Real Estate Industry l l Client and Agent Digital Experience, Innovation, l l l l l l and High-Growth Experience Human Capital Management l l l l l l l Government, Policy, Legal, and l l Regulatory Public Company Board and l l l l l l Corporate Governance 7 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.da | Sequence: 2 CHKSUM Content: 10133 Layout: 21400 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| Biographies for Director Nominees Career Highlights Mr. Reffkin founded Compass,•Goldman Sachs Group, Inc., a multinational investment bank and has served as our Chief Executive Officer and a member of our Board of Directors since October 2012, and has served as the Chairman of our Board of Directors since February 2021. Prior to founding our Company, he served infinancial services company, various roles of increasing responsibility, at the Goldman Sachs Group, Inc., from August 2006 to September 2012, most recently as Chief of Staff to the President and Chief Operating Officer and as a Vice President in the Principal Investment Area. PriorArea (2006 to Goldman Sachs, Mr. Reffkin was a2012)
| | Board Committees: | •The White House, Fellow from 2005- Department of Treasury (2005 to 2006, and before that he was a business analyst at 2006) | | None | •Lazard Ltd - Investment Banker (2003 to 2005) | | •McKinsey & Co. and an investment banker at Lazard. Mr. Reffkin also founded- Business Analyst (1999 to 2001) | | •Founded America Needs You, a non-profit organization that provides mentorship and career development services to first-generation college students. Mr. Reffkin holds a students | | •B.A. and M.B.A. from Columbia University. We believe that Mr. Reffkin is qualified to serve on our Board of Directors because of the perspective and experience he brings as our Chief Executive Officer and as our founder. Career Highlights Mr. Martell was the President and Chief Executive Officer of CoreLogic from March 2017 to January 2022, where he led efforts to provide real estate data and analytics services to real estate professionals, financial institutions, insurance carriers, government agencies, and other housing market participants to help people make their dream of homeownership a reality. He continues to serve as a non-executive Chairman of the Board of CoreLogic. Mr. Martell also served as the Chief Operating Officer from June 2014 to February 2017, andUniversity | | Other Public Company Boards: None |
| | | | | | | Steven Sordello | Former Chief Financial Officer, from August 2011 to April 2016. Mr. Martell has over 30 years of executive leadership experience in the marketing, financial services,LinkedIn Corporation | | Experience, Skills and business information industries. In 2016, he received the HousingWire Vanguard Award in recognition of his distinguished leadership in the housing industry. Mr. Martell serves on the global board of directors of Operation HOPE, a best-in-class provider of financial literacy empowerment for youth, financial capability for communities, and financial dignity for all. He is on the board of directors of Bank of the West and the national board of the Marine Corps Scholarship Foundation. Mr. Martell holds a B.S. in Accounting from Villanova University. We believe Mr. Martell is qualified to serve on our Board of Directors because of his strategic, financial, operational and corporate governance experience at public and private companies. Robert Reffkin FOUNDER AND CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS, COMPASS, INC. Age: 42 Director since: October 2012 Current Term Expires: 2022 Committees: None Age: 62 Director since: November 2021 Current Term Expires: 2022 Committees: Audit (Chair) and Compensation Frank Martell FORMER PRESIDENT AND CHIEF EXECUTIVE OFFICER, CORELOGIC, INC. 8 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.da | Sequence: 3 CHKSUM Content: 25949 Layout: 60678 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5Qualifications: |
Age: 53 | Biographies for Continuing Directors Career Highlights Mr. Phillips has served as a Managing Partner and Co-Founder at Recognize, a technology investing and transformation company, since February 2020. He previously served as the Chairman and Chief Executive Officer of Infor (US), Inc., a cloud applications company, from December 2010 to February 2020. From May 2003 to August 2010, Mr. Phillips served as co-president and a member of the board of directors of Oracle Corporation, a computer technology company, and from December 1994 to May 2003, as a Managing Director at Morgan Stanley in the Technology Group. He serves on the boards of The American Express Company, a public global payments company, ViacomCBS Corporation, a public mass media company, the Apollo Theater, a performance company, and the New York Police Foundation and has previously served on the board of the Federal Reserve Bank of New York and President Barack Obama’s Economic Recovery Board. Mr. Phillips holds a B.S. in Computer Science from the U.S. Air Force Academy, a J.D. from New York Law School and an M.B.A. from Hampton University. We believe Mr. Phillips is qualified to serve on our Board of Directors because of his executive leadership experience, including in the technology sector. Charles Phillips CO-FOUNDER AND MANAGING PARTNER, RECOGNIZE LEAD INDEPENDENT DIRECTOR, COMPASS, INC. Age: 62 Director since: August 2020 Current Term Expires: 2023 Committees: Audit and Nominating & Corporate Governance (Chair) 9 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.da | Sequence: 4 CHKSUM Content: 61092 Layout: 31877 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| Career Highlights Mr. Housenbold has served as the President and Chief Executive Officer of Leaf Home, Inc., a tech-enabled home solutions business, since November 2021 and has been the Founding and Managing Partner of Honor Ventures SPV, LLC since March 2021. He has also been a Managing Partner at SoftBank Investment Advisers, a venture capital firm, since June 2017. From February 2016 to June 2017, he was an Entrepreneur-in-Residence at Sutter Hill Ventures, a venture capital fund. From January 2005 to February 2016, Mr. Housenbold served as President, Chief Executive Officer, and a director of Shutterfly, Inc., a manufacturer and digital retailer of personalized products and services. Mr. Housenbold serves on the board of trustees of Carnegie Mellon University. He previously served on the board of directors of DoorDash, Inc., a food service delivery technology company, from March 2018 to June 2021, on the board of directors of Opendoor Technologies Inc., a real estate technology company, from September 2018 to December 2020, on the board of directors of Chegg, Inc., an education technology company, from May 2013 to April 2019, and on the board of directors of Groupon, Inc., an e-commerce marketplace, from October 2013 to November 2017. Mr. Housenbold holds a B.S. in Economics and a B.S. in Business Administration from Carnegie Mellon University and an M.B.A. from Harvard Business School. We believe Mr. Housenbold is qualified to serve on our Board of Directors because of his extensive experience as a public company chief executive officer and in the venture capital industry and his knowledge of technology companies. Career Highlights Mr. McCarter has served as the Chief Executive Officer of Mindbody, Inc. since 2020. He joined Mindbody in April 2018 and served as Chief Strategy Officer until May 2019 and President until August 2020 before his appointment to Chief Executive Officer. Prior to joining Mindbody, from September 2010 to April 2018, Mr. McCarter served as the Chief Executive Officer of Booker Software, Inc., which was acquired by Mindbody in 2018, and before that as President of Arbitech, LLC from December 2003 to October 2010, Chief Operating Officer of SpaFinder, Inc. from 2000 to 2002 and Vice President of Business and International Development of Autobytel from 1996 to 2000. Mr. McCarter has also held various board positions with private companies, community organizations, and non-profit organizations including the Young Presidents’ Organization, a worldwide leadership community of chief executives, and the Juvenile Diabetes Research Foundation, a non-profit organization aimed at providing support to individuals impacted by type 1 diabetes. Mr. McCarter holds a B.A. degree in political science from the University of California, Los Angeles and a M.B.A. from the University of Southern California. We believe Mr. McCarter is qualified to serve on our Board of Directors because of his extensive leadership experience at high growth companies and his knowledge of technology companies. Jeffrey Housenbold PRESIDENT AND CHIEF EXECUTIVE OFFICER, LEAF HOME, INC. Age: 52 Director since: November 2020 Current Term Expires: 2024 Committees: Compensation Josh McCarter CHIEF EXECUTIVE OFFICER, MINDBODY, INC. Age: 49 Director since: April 2022 Current Term Expires: 2024 Committees: None 10 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.da | Sequence: 5HKSUM Content: 22525 Layout: 1709 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| Career Highlights Mr. Sordello has spent nearly three decades working for some of the most iconic technology companies in Silicon Valley. He brings a diverse•Extensive background in strategy, operational and financial management mergers and acquisitions,M&A
| | Director since: | •Corporate leadership as an executive at several technology companies | | November 2020 | Background: | | Current term expires: | •LinkedIn, a business and corporate leadership. Mr. Sordello served as the Chief Financial Officer of LinkedIn Corporation, a professionalemployment-focused social networkingmedia platform, from July 2007 to July 2021 and as Senior Vice President and CFO Emeritus from July 2021(2021 to January 2022. During his tenure at LinkedIn, he oversaw LinkedIn’s successful IPO, scaled the company fom under $10 million to over $10 billion in revenue, raised critical capital,2022) and completed multiple private and public acquisitions. Prior to that, Mr. Sordello served as the Chief Financial Officer of (2007 to 2021) | | 2024 | •TiVo, a digital video recorder services company, Chief Financial Officer (2006 to 2007) | | Board Committees: | •AskJeeves, Inc., a manufacturer of digital video recorders, from August 2006 to July 2007, and asquestion answering e-business, Chief Financial Officer of AskJeeves, Inc., and held senior roles at (1999 to 2005) | Audit
| •Adobe Systems and Syntex Corporation. Mr. Sordello also serves on the board of directors of Atlassian Corporation, Plc, a public enterprise software company, and as asenior roles | | Nominating & Corporate Governance | •Finance Committee at Santa Clara University, member of the Board of Trustees, as well as a trustee and Chair of the Finance Committee at Santa Clara University. Mr. Sordello previously served on the board of directors of Cloudera, a publicly traded software company, from 2014 to 2019. Mr. Sordello holds a | | • B.S. in Management and an M.B.A. from Santa Clara University. We believe Mr. Sordello is qualified to serveUniversity | | Other Public Company Boards: | | •Atlassian Corporation (since 2015) | | Former Public Company Boards: | | •Cloudera, Inc. (2014-2019) |
| | | | | | | | | | Dawanna Williams | | Founder and Managing Principal, Dabar Development Partners | | | Experience, Skills and Qualifications: | Age: 54 | •Extensive expertise in the real estate industry as a member of our Board of Directors because of his operationaldeveloper and financialseasoned corporate attorney | | Director since: | •Leadership expertise gained as an executive at several technology companies. Career Highlights Ms. Thomas-Graham is the founder of Dandelion Chandelier LLC,in strategic acquisitions and asset management systems | | July 2022 | Background: | | Current term expires: | •Dabar Development Partners, a private digital media enterprisereal estate development and investment firm focused on the worldconversion, renovation and new constructions of luxury,real estate properties primarily in New York City, Founder and has served as its Chief Executive Officer since August 2016. From 2010Managing Principal (since September 2003) | | 2025 | •Victory Education Partners, an education service provider, General Counsel (2010 to 2016, Ms.2013) | | Board Committees: | •Paul Hastings, LLP and Sidley Austin LLP, law firms, various roles (1996 to 2003) | | Audit | •Apollo Theater - Board member | | •A.B. Economics and Government Smith College | | •J.D. University of Maryland Francis King Carey School of Law | | •M.P.A. Harvard Kennedy School | | Other Public Company Boards: | | •ACRES Commercial Realty Corp. (since 2021) | | •Focus Impact Acquisition Corp. (since 2021) |
The Board and the Nominating and Corporate Governance Committee believe that the combination of our directors' qualifications, skills and experience contribute to an effective Board and that, individually and collectively, the directors have the necessary qualifications to provide effective oversight of the business and quality advice and counsel to management.
Our Corporate Governance and Board of Directors
Corporate Governance Highlights Corporate governance at Compass is designed to promote the long-term interests of our stockholders, strengthen Board and management accountability, oversee risk assessment and management strategies, foster responsible decision-making, engender public trust and demonstrate Compass' commitment to transparency, accountability, independence and diversity. •All directors are independent, except our CEO •Lead independent director elected by independent directors, with significant responsibilities •Diverse Board in which 4 of 9 directors are from a diverse racial or ethnic group, including 2 diverse females •Diverse characteristics considered in assessing Board composition include race, ethnicity, gender and sexual orientation •Annual performance self-evaluation by the full Board and each committee to assess the overall performance and effectiveness of the Board and each committee and to identify opportunities to improve •Regular executive sessions of independent directors •Regular review of Board and executive succession planning •Lead independent director empowered to call special Board meetings at any time for any reason •Annual review of the Corporate Governance Guidelines and periodic refreshment to ensure alignment with best practices •Robust engagement with the Board and business leaders to review short-term plans, long-term strategies, and associated risks •50% of current executive officers are racially or ethnically diverse •Prohibition on hedging transactions by employees, including executive officers, and directors and also on pledging transactions subject to approval from our general counsel •Clawbacks of incentive compensation in the event of a significant financial restatement •Employee and Director Code of Ethics applies to all directors, officers and employees, with annual re-certification requirements •Vendors expected to comply with published Vendor Code of Ethics Board of Directors Composition The Company’s stockholders elect the Board of Directors, which is the Company’s ultimate decision-making body (except as to matters reserved to, or shared with, the Company’s stockholders). It is the principal duty of the Board of Directors to exercise its powers in accordance with its fiduciary duties to the Company and in a manner that it reasonably believes to be in the best interests of the Company and its stockholders. In doing so, the Board of Directors oversees our business affairs and works with our senior management to determine our strategy and mission. In fulfilling its responsibilities, the Board of Directors is involved in strategic and operational planning, financial reporting, governance, compliance, risk management and setting a tone of business integrity.
Our Board of Directors
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Name and Principal Occupation | Independent | Age | Director Since | Current Term Expires | Other Public Company Boards | | Compass Committee Memberships | | Audit | Compensation | Nominating
and Corporate Governance | Jeffrey Housenbold Founding and Managing Partner, Honor Ventures SPV, LLC | ✓ | 53 | 2020 | 2024 | None | |
| M |
| Allan Leinwand Chief Technology Officer, Webflow, Inc. | ✓ | 56 | 2022 | 2023 | None | |
| M |
| Frank Martell President and Chief Executive Officer, loanDepot, Inc. | ✓ | 63 | 2021 | 2025 | loanDepot, Inc. | | C | M |
| Josh McCarter Former Chief Executive Officer, Mindbody, Inc. | ✓ | 50 | 2022 | 2024 | None | |
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| M | Charles Phillips Co-Founder and Managing Partner, Recognize and Lead Independent Director, Compass, Inc. | ✓ | 63 | 2020 | 2023 | American Express Company and Paramount Global | | M |
| C | Robert Reffkin Founder, Chairman and Chief Executive Officer, Compass, Inc. | X | 43 | 2012 | 2025 | None | |
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| Steven Sordello Former Chief Financial Officer, LinkedIn | ✓ | 53 | 2020 | 2024 | Atlassian Corp Plc | | M |
| M | Pamela Thomas-Graham Founder and Chief Executive Officer, Dandelion Chandelier, LLC | ✓ | 59 | 2020 | 2023 | Anthemis, Bank of Butterfield & Son, Bumble, Peloton Interactive and Rivian Automotive | |
| C |
| Dawanna Williams Founder and Managing Principal, Dabar Development Partners | ✓ | 54 | 2022 | 2025 | ACRES Commercial Realty Corp. and Focus Impact Acquisition Corp. | | M |
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C = Chair IM = Member
Board Diversity Our Nominating and Corporate Governance Committee and Board of Directors value diversity in selecting director nominees and strives to create a board that consists of individuals reflecting the diversity represented by our employees, agents, and communities in which we operate. They believe that our diverse Board of Directors contributes to effective oversight of the management of the Company. The below table provides information related to the self-identified composition of our Board of Directors. | | | | | | | | | | Total Number of Directors: 9 | Female | Male | | Gender Identity | | | | Directors | 2 | 7 | | Racial/Ethnic Background | | | | African American or Black | 2 | 2 | | White | - | 4 | | Declined to Disclose Racial/Ethnic Background | | 1 |
Board Skills, Knowledge and Experience Our Nominating and Corporate Governance Committee and Board of Directors carefully evaluate the applicable skills, knowledge and experience of director nominees and strive to create a board with the mix of skills, knowledge and experience that would be relevant in light of the current Board composition and business strategy. They believe that the current Board of Directors reflects a balanced mix of valuable skills and insightful knowledge and experiences. The below table highlights each current director's specific skills, knowledge and experiences. For more information about each director’s skills, knowledge and experience, see the sections entitled “Biographies for Class II Director Nominees” and “Biographies for Continuing Directors” in this proxy statement. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jeffrey Housenbold | Allan Leinwand | Frank Martell | Josh McCarter | Charles Phillips | Robert Reffkin | Steven Sordello | Pamela Thomas- Graham held several senior positions at Credit Suisse, the global financial institution. She served on the firm’s Executive | Dawanna Williams | | Senior Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Finance | ● | | ● | ● | ● | | ● | ● | ● | | Real Estate Industry | | | ● | | | ● | | | ● | Digital, Innovation, Technology, Cybersecurity | ● | ● | ● | ● | ● | ● | ● | ● | | | Human Capital Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Government, Policy, Legal, Regulatory | | | ● | | ● | | | ● | ● | Public Company Board and was responsible for Private Banking New Market; global marketing; human resources; corporate communication; and off-shoring. Ms. Thomas-Graham currently serves on the board of directors Peloton Interactive, Inc., a public technology company; Bank of N.T. Butterfield & Son, a public banking firm; Rivian Automotive, a sustainable automobile and technology company; and Bumble, Inc. a private technology company. Ms. Thomas-Graham previously served on the board of directors of Norwegian Cruise Line Holdings, Ltd, a public global cruise company, from 2018 to 2021 and on the board of directors of The Clorox Company, a public manufacturer of consumer and professional products, from 2005 to 2021. Ms. Thomas-Graham holds a B.A. in Economics from Harvard University, an M.B.A. from Harvard Business School and a J.D. from Harvard Law School. We believe Ms. Thomas-Graham is qualified to serve on our Board of Directors because of her strategic, operational and corporate governance experience on public and private boards. Age: 52 Director since: November 2020 Current Term Expires: 2024 Committees: Audit and Nominating & Corporate Governance Steven Sordello FORMER CHIEF FINANCIAL OFFICER, LINKEDIN CORPORATION Age: 58 Director since: February 2020 Current Term Expires: 2023 Committees: Compensation (Chair) Pamela Thomas-Graham FOUNDER AND CHIEF EXECUTIVE OFFICER, DANDELION CHANDELIER LLC 11 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.da | Sequence: 6 CHKSUM Content: 16580 Layout: 271 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 | ● | | ● | ● | ● | | ● | ● | ● |
| Director Independence Under the listing rules of the New York Stock Exchange (“NYSE”) and our Corporate Governance Guidelines, our Board of Directors must consist of a majority of independent directors at all times. This means, generally, that they will not have any connections to us that could affect their ability to provide impartial oversight. A director will be deemed “independent” only if the Board of Directors affirmatively determines that the director has no material relationship with us that affects the director’s independence from management (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) or that would interfere with the director exercising independent judgment in carrying out the director’s responsibilities. Additionally, under the NYSE listing rules, our audit, compensation, and nominating and corporate governance committees must consist only of independent directors and under the rules of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our audit committee members must also satisfy additional independence criteria. Our Board of Directors undertakes an annual review of the independence of each director and considers whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out the director’s responsibilities. Based on the most recent review, our Board of Directors determined that every director except Mr. Reffkin, our Chief Executive Officer, is independent under the NYSE listing rules and our Corporate Governance Guidelines. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors in an annual questionnaire with regard to each director’s business and personal activities and current and prior relationships as they may relate to us and our management. Additionally, our Board of Directors undertakes an annual review to ensure that our audit, compensation, and nominating and corporate governance committees consist only of independent directors and our audit committee members satisfy additional independence criteria under the Exchange Act rules. Based on the most recent review, our Board of Directors determined that each director serving on our audit, compensation, and nominating and corporate governance committees is independent under the NYSE listing rules and our Corporate Governance Guidelines and each director serving on our audit committee satisfies additional independence criteria under the Exchange Act rules. Board Leadership Structure Under our Corporate Governance Guidelines, the Chairperson of our Board of Directors can be our Chief Executive Officer and in accordance with our Bylaws, the Board of Directors is free to choose its Chairperson in any way that the Board of Directors considers to be in our best interests. However, if the Chairperson of the Board of Directors also serves as our Chief Executive Officer or any other Executive Officer, the Board of Directors, by a majority vote of the independent directors, is required to designate a Lead Independent Director. Under our Corporate Governance Guidelines, a Lead Independent Director will preside over periodic meetings of our independent directors, serve as a liaison between the Chairperson of our Board of Directors and the independent directors, and management and the independent directors, and perform such additional duties as our Board of Directors may otherwise determine and delegate. Our Nominating and Corporate Governance Committee periodically considers the leadership structure of our Board of Directors, including the separation of the Chairperson and Chief Executive Officer roles or the appointment of a Lead Independent Director, either permanently or for specific purposes, and make such recommendations to the Board of Directors with respect thereto as the Nominating and Corporate Governance Committee deems appropriate. Based on the most recent review, our Nominating and Corporate Governance Committee and Board of Directors determined that the current leadership structure of our Board of Directors, where Mr. Reffkin, our Chief Executive Officer, serves as the Chairman of the Board of Directors and Mr. Phillips serves as the Lead Independent Director,
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Director Independence Under the listing rules of the New York Stock Exchange (“NYSE”) and our Corporate Governance Guidelines, our Board of Directors must consist of a majority of independent directors at all times. This means, generally, that they will not have any connections to us that could affect their ability to provide impartial oversight. A director will be deemed “independent” only if the Board of Directors affirmatively determines that the director has no material relationship with us that affects the director’s independence from management (either directly or as a partner, stockholder or officer of an organization that has a relationship with us) or that would interfere with the director exercising independent judgment in carrying out the director’s responsibilities. Additionally, under the NYSE listing rules, our Audit, Compensation, and Nominating and Corporate Governance Committees must consist only of independent directors and under the rules of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our audit committee members must also satisfy additional independence criteria. Our Board of Directors undertakes an annual review of the independence of each director and considers whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out the director’s responsibilities. Based on the most recent review, our Board of Directors determined that every director except Mr. Reffkin, our Chief Executive Officer, is independent under the NYSE listing rules and our Corporate Governance Guidelines. In making these determinations, our Board of Directors reviewed and discussed information provided by the directors in an annual questionnaire with regard to each director’s business and personal activities and current and prior relationships as they may relate to us and our management. Additionally, our Board of Directors undertakes an annual review to ensure that our Audit, Compensation, and Nominating and Corporate Governance Committees consist only of independent directors and our Audit Committee members satisfy additional independence criteria under the Exchange Act rules. Based on the most recent review, our Board of Directors determined that each director serving on our Audit, Compensation, and Nominating and Corporate Governance Committees is independent under the NYSE listing rules and our Corporate Governance Guidelines and each director serving on our audit committee satisfies additional independence criteria under the Exchange Act rules. Board Leadership Structure Under our Corporate Governance Guidelines, the Chairperson of our Board of Directors can be our Chief Executive Officer and in accordance with our Bylaws, the Board of Directors is free to choose its Chairperson in any way that the Board of Directors considers to be in our best interests. However, if the Chairperson of the Board of Directors also serves as our Chief Executive Officer or any other executive officer, the Board of Directors, by a majority vote of the independent directors, is required to designate a Lead Independent Director. Under our Corporate Governance Guidelines, a Lead Independent Director will preside over periodic meetings of our independent directors, serve as a liaison between the Chairperson of our Board of Directors and the independent directors, and management and the independent directors, and perform such additional duties as our Board of Directors may otherwise determine and delegate. Our Nominating and Corporate Governance Committee periodically considers the leadership structure of our Board of Directors, including the separation of the Chairperson and Chief Executive Officer roles or the appointment of a Lead Independent Director, either permanently or for specific purposes, and makes such recommendations to the Board of Directors with respect thereto as the Nominating and Corporate Governance Committee deems appropriate. Based on the most recent review, our Nominating and Corporate Governance Committee and Board of Directors determined that the current leadership structure of our Board of Directors, where Mr. Reffkin, our Chief Executive Officer, serves as the Chairman of the Board of Directors and Mr. Phillips serves as the Lead Independent Director, continues to be appropriate because it allows our Chief Executive Officer/Chairman of the Board of Directors to lead our Company with a cohesive business strategy and provides the necessary flexibility to rapidly address the changing needs of our business as our business strategy evolves. It also fosters clear accountability and effective decision-making. Additionally, Mr. Phillips’ strong leadership provides for a healthy balance and effective oversight of our Company.
| continues to be appropriate because it allows our Chief Executive Officer/Chairman of the Board of Directors to lead our company with a cohesive business strategy and provides the necessary flexibility to rapidly address the changing needs of our business as our business strategy evolves. It also fosters clear accountability and effective decision-making. Additionally, Mr. Phillips’ strong leadership provides for a healthy balance and effective oversight of our company. Board Committees The Board of Directors has three principal standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee has a written charter that addresses, among other matters, the committee’s purposes and policy, composition and organization, duties and responsibilities and meetings. The committee charters are available in the governance section of our Investor Relations website at https://investors.compass.com/overview/default.aspx under the “Governance” tab. Each charter permits the applicable committee, in its discretion, to delegate all or a portion of its duties and responsibilities to a subcommittee or any member of the committee. The Nominating and Governance Committee periodically considers and makes recommendations to the Board of Directors regarding the size, structure and composition of the committees. Based on the most recent review, our Nominating and Corporate Governance Committee and Board of Directors determined that the current size, structure and composition of our principal standing committees remains appropriate. Below is a description of each principal committee of the Board of Directors.
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Evaluating Director Nominees The Board of Directors is responsible for nominating persons for election to the Board of Directors and for filling vacancies on the Board that may occur between annual meetings of stockholders, upon the recommendation of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee has primary responsibility for setting the qualifications, expertise and characteristics of members of the Board of Directors and identifies qualified candidates consistent with that criteria. The Nominating and Corporate Governance Committee also periodically reviews the Board’s size, structure and composition. As part of this process, the Nominating and Corporate Governance Committee will consider the size and breadth of our business and the need for Board diversity and will recommend candidates with the goal of developing an experienced, diverse and highly qualified Board. Our Nominating and Corporate Governance Committee selects director nominees based on criteria such as independence, integrity, diversity (including with respect to race, ethnicity, gender and sexuality), geography, financial, skills and other expertise, breadth of experience, knowledge about our business and industry, willingness and ability to devote adequate time and effort to the Board, ability to contribute to the Board’s overall effectiveness and the needs of the Board and its committees. When helpful, the Nominating and Corporate Governance Committee may retain outside consultants to assist in identifying director candidates and also will consider advice and recommendations from stockholders, management and others. Any stockholder wishing to recommend a candidate for director should submit the recommendation in writing to Compass, Inc., Nominating and Corporate Governance Committee, 90 5th Avenue, New York, New York, 10011, Attention: Corporate Secretary. The written submission should comply with all requirements set forth in the Company’s Certificate of Incorporation and Bylaws. The Nominating and Corporate Governance Committee will consider all candidates recommended by stockholders who comply with the foregoing procedures and satisfy the minimum qualifications for director nominees and Board member attributes. Board Committees The Board of Directors has three principal standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee has a written charter that addresses, among other matters, the committee’s purposes and policy, composition and organization, duties and responsibilities and meetings. The committee charters are available in the governance section of our Investor Relations website at https://investors.compass.com/overview/default.aspx under the “Governance” tab. Each charter permits the applicable committee, in its discretion, to delegate all or a portion of its duties and responsibilities to a subcommittee or any member of the committee. Our website is not incorporated by reference into this proxy statement. The Nominating and Governance Committee periodically considers and makes recommendations to the Board of Directors regarding the size, structure and composition of the committees. Based on the most recent review, our Nominating and Corporate Governance Committee and Board of Directors determined that the current size, structure and composition of our principal standing committees remains appropriate. Below is a description of each principal committee of the Board of Directors.
| AUDIT COMMITTEE MEMBERS
| | | | | | | | | | | | 14 | 2023 PROXY STATEMENT | | |
Audit Committee | | | | | | | MEMBERS: | MEETINGS HELD IN 2021: 7 2022: 8 | Frank Martell (Chair)* Charles Phillips Steven Sordello Dawanna Williams | KEY RESPONSIBILITIES l RESPONSIBILITIES: | ●Overseeing the Company’s accounting and financial reporting processes and internal controls, including audits and the integrity of the Company’s financial statements; l ●Overseeing the selection, qualifications, independence and performance of the Company’s independent auditors; l ●Overseeing the design, implementation and performance of the Company’s internal audit function; l ●Overseeing risk assessment and management (including review of cybersecurity and other information technology risks, controls and procedures, as well as the Company’s plan to mitigate cybersecurity risks and respond to data breaches); and l ●Overseeing compliance by the Company with legal and regulatory requirements. INDEPENDENCE INDEPENDENCE: The Board of Directors has determined that each member of the Audit Committee meets the independence requirements of the NYSE and the Securities and Exchange Commission (“SEC”) and otherwise satisfies the requirements for audit committee service imposed by the Exchange Act. FINANCIAL LITERACY LITERACY: The Board of the Directors has also determined that each member of the Audit Committee is financially literate, and that Mr. Martell satisfies the requirements for an “audit committee financial expert” set forth in the SEC rules. * Eileen Murray served as the Chair of the Audit Committee throughout 2021 and until February 28, 2022, when her service on our Board ended. Mr. Martell became a member of the Audit Committee and assumed the Chair role on February 28, 2022. 14 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.da | Sequence: 9 CHKSUM Content: 10848 Layout: 30338 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 |
Compensation Committee
| COMPENSATION COMMITTEE
| | | | | | MEMBERS | MEETINGS HELD IN 2021: 8 2022: 7 | Pamela Thomas-Graham (Chair) Jeffrey Housenbold Allan Leinwand Frank Martell* Martell | KEY RESPONSIBILITIES l | ●Evaluating, recommending, approving and reviewing executive officer and director compensation arrangements, plans, policies and programs maintained by the Company; l ●Administering the Company’s cash-based and equity based compensation plans; and l ●Reviewing with management the Company’s organization and people activities. INDEPENDENCE INDEPENDENCE: The Board of Directors has determined that each member of the Compensation Committee meets the independence requirements of the NYSE and the SEC. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION None of the members of the Compensation Committee is or has been a
|
| | | | | | | | | | Compass, employee. None of our executive officers served on the board of directors or compensation committee of another entity that has an executive officer serving on our Board of Directors or is a member of our Compensation Committee in 2021. * Mr. Martell became a member of the Compensation Committee on February 28, 2022. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE MEMBERS* Inc. | 15 |
Nominating and Corporate Governance Committee | | | | | | | MEMBERS | MEETINGS HELD IN 2021: 1 2022: 4 | Charles Phillips (Chair) Josh McCarter Steven Sordello | KEY RESPONSIBILITIES l | ●Identifying, considering and recommending candidates for membership on the Board; l ●Developing and recommending corporate governance guidelines and policies for the Company; l ●Overseeing the leadership structure and evaluation of the Board of Directors and its committees; l ●Advising the Board of Directors on corporate governance matters and any related matters required by the federal securities laws; and l ●Assisting the Board of Directors in overseeing any Company program relating to corporate responsibility and sustainability. INDEPENDENCE INDEPENDENCE: The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee meets the independence requirements of the NYSE. * Eileen Murray served on the Nominating and Governance Committee throughout 2021 and until February 28, 2022. 15 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.da | Sequence: 10 CHKSUM Content: 23624 Layout: 7355 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 |
Board and Committee Meetings and Attendance Our Board of Directors typically holds at least four regularly scheduled meetings each year, in addition to special meetings scheduled as appropriate. At each regularly scheduled quarterly Board meeting, a member of each principal Board committee reports on any significant matters addressed by the committee since the last quarterly meeting, and the independent directors have the opportunity to meet in executive session without management or non-independent directors present. The Board of Directors expects that its members will prepare for, attend and participate in, all Board and committee meetings. Our Board met eight times during 2022. All directors attended at least 75 percent of the aggregate of the total meetings of the Board and committees on which they served. All directors are expected to attend the Annual Meeting, and all directors, except one, attended the 2022 Annual Meeting. Role of the Board of Directors in Risk Oversight As with any other business, we face a number of risks and a sound risk management framework is critical to our success. Management is responsible for the day-to-day oversight and management of strategic, financial, business and operational, legal and compliance, and cybersecurity and information technology risks, while our Board of Directors, directly and through its committees, is responsible for the overall risk assessment and oversight of our risk management framework, which is designed to identify, assess, and manage risks to which our Company is exposed, as well as to foster a corporate culture of integrity. We believe that our leadership structure supports the Board’s risk oversight function. Strong independent directors serve as the Lead Independent Director and on our Audit Committee, the committee most directly involved in the risk
| Board and Committee Meetings and Attendance Our Board of Directors typically holds at least four regularly scheduled meetings each year, in addition to special meetings scheduled as appropriate. At each regularly scheduled quarterly Board meeting, a member of each principal Board committee reports on any significant matters addressed by the committee since the last quarterly meeting, and the independent directors have the opportunity to meet in executive session without management or non-independent directors present. The Board of Directors expects that its members will rigorously prepare for, attend and participate in, all Board and committee meetings. Our Board met thirteen times during 2021. Mr. Reffkin, one of the director nominees, who served on the Board of Directors in 2021 attended 100% of all our Board meetings in 2021. Mr. Martell, the other director nominee, joined the Board of Directors on November 23, 2021, attended the meeting that occurred that day which was the last board meeting held in 2021. All directors are expected to attend the Annual Meeting. Role of the Board of Directors in Risk Oversight As any other business, we face a number of risks and a sound risk management framework is critical to our success. Management is responsible for the day-to-day oversight and management of strategic, financial, business and operational, legal and compliance, and cybersecurity and information technology risks, while our Board of Directors, directly and through its committees, is responsible for the overall risk assessment and oversight of our risk management framework, which is designed to identify, assess, and manage risks to which our Company is exposed, as well as to foster a corporate culture of integrity. Our Board of Directors regularly reviews our strategic, business and operational risks in the context of regular discussions with management and reports from the management team at Board meetings. Our Board of Directors also receives regular reports from our principal committees about specific risks that each committee is tasked to oversee. The Audit Committee is responsible for oversight of the Company’s major financial, enterprise, legal, and regulatory compliance risks as well as exposures and risks in other areas as the Audit Committee deems necessary or appropriate from time to time. The Audit Committee also oversees the steps management has taken to monitor or mitigate such risks and exposures, including the Company’s procedures and any related policies with respect to risk assessment and risk management. Additionally, the Audit Committee is also tasked with oversight of the Company’s cybersecurity and other information technology risks, controls and procedures, including the Company’s plan to mitigate cybersecurity risks and respond to data breaches. The Compensation Committee is responsible for oversight of the Company’s major compensation-related risk exposures, as well as the steps management has taken to monitor or mitigate such exposures. The Nominating and Corporate Governance Committee is responsible for oversight of the Company’s programs related to corporate responsibility and sustainability, including environmental, social and corporate governance matters and diversity and inclusion matters. Considerations in Evaluating Director Nominees The Board of Directors is responsible for nominating persons for election to the Board of Directors and for filling vacancies on the Board that may occur between annual meetings of stockholders. The Nominating and Governance Committee has primary responsibility for setting the qualifications as to who can sit on the Board of Directors and is
| | | | | | | | | | | 16 2022 | 2023 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.da | Sequence: 11 CHKSUM Content: 21285 Layout: 51328 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 | | |
oversight function, and there is open communication between management and the Board, and all directors are involved in the risk oversight function. Our Board of Directors regularly reviews our strategic, business and operational risks in the context of regular discussions with management and reports from the management team at Board meetings. Our Board of Directors also receives regular reports from our principal committees about specific risks that each committee is tasked to oversee. The Audit Committee is responsible for oversight of the Company’s major financial, enterprise, legal, and regulatory compliance risks as well as exposures and risks in other areas as the Audit Committee deems necessary or appropriate from time to time. The Audit Committee also oversees the steps management has taken to monitor or mitigate such risks and exposures, including the Company’s procedures and any related policies with respect to risk assessment and risk management. Additionally, the Audit Committee is also tasked with oversight of the Company’s cybersecurity and other information technology risks, controls and procedures, working with the Company's Chief Information Security Officer to assess and mitigate cybersecurity risks. The Compensation Committee is responsible for oversight of the Company’s major compensation-related risk exposures, as well as the steps management has taken to monitor or mitigate such exposures. The Nominating and Corporate Governance Committee is responsible for oversight of the Company’s programs related to corporate responsibility and sustainability, including environmental, social and corporate governance matters and diversity and inclusion matters. Board of Directors and Committee Self-Evaluations Under our Corporate Governance Guidelines, the Board and each of its committees are required to perform annual self-evaluations to assess the overall performance and effectiveness of the Board and each committee and to identify opportunities to improve. In accordance with good governance practices and its charter, the Nominating and Corporate Governance Committee oversees the annual self-evaluation process. For the 2022 Board and committee self-evaluations, the Nominating and Corporate Governance Committee selected a written questionnaire format in consultation with the Chairman, the Lead Independent Director and the General Counsel. Written questionnaires were provided to each Board member that addressed oversight with respect to strategy, long-term operational and financial planning, and risk management as well as Board/committee structure and composition, interactions with, and evaluation of, management, and Board processes. The Board self-evaluation responses were reviewed on an anonymized basis with the full Board and committee self-evaluation responses were reviewed by each committee, in each case in executive session. Feedback from the evaluations facilitates strategic Board and committee discussions and informs Board and committee enhancements. Executive Succession Planning The Board recognizes the importance of effective executive leadership to Compass' success and reviews executive succession planning on a regular basis. As part of this process, the Board reviews and discusses the capabilities of our executive management, as well as succession planning and potential successors for the Chief Executive Officer and our other executive officers. The process includes consideration of organizational and operational needs, competitive challenges, leadership/management potential and development and emergency situations. Corporate Governance Guidelines and Code of Ethics Our Corporate Governance Guidelines reflect the Board’s strong commitment to sound corporate governance practices and to effective policy and decision making at both the Board of Directors and management level, with a view to enhancing long-term value for the Company’s stockholders. The Corporate Governance Guidelines assist the Board of Directors in the exercise of its governance responsibilities and serve as a framework within which the Board of Directors may conduct its business.
| tasked with identifying individuals who meet those qualifications. The Nominating and Governance Committee also periodically reviews the Board’s size, structure and composition. As part of this process, the Nominating and Governance Committee will consider the size and breadth of our business and the need for Board diversity, and will recommend candidates with the goal of developing an experienced, diverse and highly qualified Board. Director nominees are selected based on criteria such as independence, integrity, diversity (including with respect to race, ethnicity, gender and sexuality), geography, expertise, breadth of experience, knowledge about our business and industry, willingness and ability to devote adequate time and effort to the Board of Directors, ability to contribute to the Board of Directors overall effectiveness and the needs of the Board and its committees. When helpful, the Nominating and Governance Committee may retain outside consultants to assist in identifying director candidates and also will consider advice and recommendations from stockholders, management and others. The Board of Directors does not nominate any person for election or appoint any person to the Board without the prior favorable recommendation of the Nominating and Governance Committee. Board of Directors and Committee Evaluations The Board of Directors and its principal committees perform annual self-evaluations to assess their performance and effectiveness and to identify opportunities for improvement. The 2022 self-evaluation process is currently underway. Corporate Governance Guidelines and Code of Ethics Our Corporate Governance Guidelines reflect the Board’s strong commitment to sound corporate governance practices and to effective policy and decision making at both the Board of Directors and management level, with a view to enhancing long-term value for the Company’s stockholders. The Corporate Governance Guidelines assist the Board of Directors in the exercise of its governance responsibilities and serve as a framework within which the Board of Directors may conduct its business. The Board of Directors also adopted the
| | | | | | | | | Compass, Code of Ethics (the “Code of Ethics”) and Vendor Code of Ethics. The Code of Ethics serves as a guide to help us answer potential legal and ethical questions that may arise and apply to our employees, officers and members of our Board of Directors. The Vendor Code of Ethics imposes similar requirements on our agents, independent contractors, vendors, suppliers, and other business partners. The Corporate Governance Guidelines, Code of Ethics and Vendor Code of Ethics are available in the governance section of our Investor Relations website at https://investors.compass.com/ overview/default.aspx under the “Governance” tab. Director Compensation The Compensation Committee is responsible for reviewing and making recommendations to the Board of Directors regarding compensation paid to non-employee directors for their Board and committee service. The Compensation Committee reviews the non-employee director compensation policy annually to ensure its competitiveness in relation to the general market and the Company’s peer group. Inc. | 17 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.da | Sequence: 12 CHKSUM Content: 43936 Layout: 21533 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 |
The Board of Directors also adopted the Employee and Director Code of Ethics and Vendor Code of Ethics. The Employee and Director Code of Ethics serves as a guide to help us answer potential legal and ethical questions that may arise and apply to our employees, officers and members of our Board of Directors. The Vendor Code of Ethics imposes similar requirements on our agents, independent contractors, vendors, suppliers, and other business partners. The Corporate Governance Guidelines, Employee and Director Code of Ethics and Vendor Code of Ethics are available in the governance section of our Investor Relations website at https://investors.compass.com/overview/default.aspx under the “Governance” tab. Director Compensation The Compensation Committee is responsible for reviewing and making recommendations to the Board of Directors regarding compensation paid to non-employee directors for their Board and committee service. The Compensation Committee reviews the non-employee director compensation policy annually to ensure its competitiveness in relation to the general market and the Company’s peer group. Cash Compensation. Under our non-employee director compensation policy, non-employee directors are entitled to receive the following cash compensation for 12 months of their services on the Board of Directors and principal committees, measured from annual meeting of stockholders (with amounts prorated for terms of less than 12 months): 
| Cash Compensation. Under our non-employee director compensation policy, non-employee directors are entitled to receive the following cash compensation for twelve months of their services on the Board of Directors and principal committees, measured from annual meeting of stockholders (with amounts prorated for terms of less than twelve months):
| | | | | | | | | Board Member Fee | $50,000 | | Lead Independent Director Service Fee | $50,000 | | Chairperson of the Audit Committee Fee | $20,000 | | Audit Committee Member Fee | $10,000 | | Chairperson of the Compensation Committee Fee | $15,000 | | Compensation Committee Member Fee | $7,500 | | Chairperson of the Nominating and Corporate Governance Committee Fee | $10,000 | | Nominating and Corporate Governance Committee Member Fee | $5,000 Each of the above fees are payable in cash unless the non-employee director elects to receive all of the above fees in the form of restricted stock units (“RSUs”) granted under the Company’s 2021 Equity Incentive Plan. Equity Compensation. Under our non-employee director compensation policy, in addition to the above described cash compensation, non-employee directors are also entitled to receive an annual RSU award in the amount of $225,000 (the “Annual Award”), following the Annual Meeting. The Annual Award will fully vest on the earlier of (i) the date of the next annual meeting of the Company’s stockholders and (ii) the date that is one year following the Annual Award grant date, in each case, so long as the non-employee director continues to provide services to the Company through the applicable vesting date. 18 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.da | Sequence: 13 CHKSUM Content: 22275 Layout: 35427 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 |
Each of the above fees are payable in cash unless the non-employee director elects in advance to receive all of the above applicable fees in the form of restricted stock units (“RSUs”) granted under the Company’s 2021 Equity Incentive Plan. Equity Compensation. Under our non-employee director compensation policy, in addition to the above-described cash compensation, non-employee directors are also entitled to receive an annual RSU award in the amount of $225,000 (the “Annual Award”), following the Annual Meeting. The Annual Award will fully vest on the earlier of (i) the date of the next annual meeting of the Company’s stockholders and (ii) the date that is one year following the Annual Award grant date, in each case, so long as the non-employee director continues to provide services to the Company through the applicable vesting date. 2022 Director Compensation Table The table below provides information regarding the total compensation of the non-employee directors who served on our Board of Directors during 2022. Mr. Reffkin was our only employee director in 2022 and received no compensation for his service as a director. Other than as set forth in the table below, during 2022, we did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to the non-employee directors.
| 2021 Director Compensation Table The table below provides information regarding the total compensation of the non-employee directors who served on our Board of Directors during 2021. Mr. Reffkin was our only employee director in 2021 and received no compensation for his service as a director. Other than as set forth in the table below, during 2021, we did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to the non-employee directors. Fees Earned or Stock Paid in Cash Awards Total Name ($)(1) ($)(2) ($) Charles Phillips 60,000 227,988 287,988 Jeffrey Housenbold 28,750 227,988 256,738 Josh McCarter* — — — Steven Sordello — 292,982(3) 292,982 Pamela Thomas-Graham 32,500 227,988 260,488 Frank Martell** — 125,717(4) 125,717 Eileen Murray*** 37,500 227,988 265,488 * Mr. McCarter joined the Board on April 15, 2022. ** Mr. Martell joined the Board on November 23, 2021. *** Ms. Murray served on the Board throughout 2021 and until February 28, 2022. 1.) The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each non-employee director in 2021, which excludes fees with respect to which Mr. Sordello and Mr. Martell elected to receive RSU awards in lieu of cash as described in more detail in footnotes 3 and 4 below. 2.) Important Note: The amounts in this column do not reflect the actual economic value realized by each non-employee director. In accordance with SEC rules, the amounts reported in this column represent the value of shares underlying stock awards, calculated in accordance with ASC 718. For additional information, see Notes 2 and 13 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 28, 2022 (the “Annual Report”). The assumptions used in calculating the value of the stock and option awards are set forth in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Estimates and Policies—Stock-Based Compensation” in the Annual Report. 3.) Includes 4,758 RSUs granted in lieu of fees paid in cash. 4.) Includes 14,286 RSUs granted in lieu of fees paid in cash. 19 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.da | Sequence: 14 CHKSUM Content: 38479 Layout: 21363 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
| | | | | | | | | | | | 18 | 2023 PROXY STATEMENT | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Fees Earned or | | Stock |
| | | | | Paid in Cash | | Awards |
| | Total | | Name | | ($) | (1) | ($) | (2) | | ($) | | Jeffrey Housenbold | | 57,500 | | 269,832 | | | 327,332 | Allan Leinwand(3) | | 27,344 | | 269,832 | | | 297,176 | | Frank Martell | | 77,500 | | 274,617 | | | 352,117 | Josh McCarter(4) | | 54,878 | | 284,902 | | | 339,780 | | Charles Phillips | | 120,000 | | 269,832 | | | 389,832 | | Steven Sordello | | 65,000 | | 269,832 | | | 334,832 | | Pamela Thomas-Graham | | 65,000 | | 269,832 | | | 334,832 | Dawanna Williams(5) | | 16,712 | | 157,725 | | | 174,437 | Eileen Murray(6) | | 24,649 | | – | | | 24,649 |
1.)The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each non-employee director in 2022. Includes amounts that directors elected to receive as RSUs in lieu of cash as follows: Mr. Martell — 11,601 RSUs granted in lieu of $77,500, Mr. McCarter — 8,215 RSUs granted in lieu of $54,878, and Mr. Sordello — 9,730 RSUs granted in lieu of $65,000. 2.)Important Note: The amounts in this column do not reflect the actual economic value realized by each non-employee director. In accordance with SEC rules, the amounts reported in this column represent the value of shares underlying stock awards, calculated in accordance with ASC 718. For additional information, see Notes 2 and 13 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 1, 2023 (the “Annual Report”). The assumptions used in calculating the value of the stock and option awards are set forth in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates and Policies—Stock-Based Compensation” in the Annual Report. 3.)Mr. Leinwand joined the Board on May 10, 2022. 4.)Mr. McCarter joined the Board on April 15, 2022. 5.)Ms. Williams joined the Board on July 1, 2022. 6.)Ms. Murray served on the Board until February 28, 2022. The aggregate number of unvested stock awards and the aggregate number of unexercised option awards outstanding as of December 31, 2022 for our non-employee directors are: | | | | | | | | | | | | | | | | Name | Unvested Stock Awards | | Unexercised Option Awards | | | Jeffrey Housenbold | 40,394 | | – | | | Allan Leinwand | 40,394 | | – | | | Frank Martell | 46,195 | | – | | | Josh McCarter | 44,511 | | – | | | Charles Phillips | 40,394 | | 194,460 | | | Steven Sordello | 45,260 | | 194,460 | | | Pamela Thomas-Graham | 40,394 | | 194,460 | | | Dawanna Williams | 47,223 | | – | | | Eileen Murray | – | | – | |
| Related Person Transactions Our Board of Directors adopted a written policy governing the review and approval of related person transactions (the “Related Person Transactions Policy”). The policy applies to any transaction, arrangement or relationship or series of transactions, arrangements or relationships, in which (1) the Company or any of its consolidated subsidiaries were, are or will be a participant and (2) a related person under the policy has a direct or indirect material interest. The policy defines a related person as (i) a person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of the Company or a nominee to become a director; (ii) a significant stockholder; or (iii) an immediate family member of a director, director nominee, executive officer or significant stockholder (the “Related Parties”). Our Nominating and Corporate Governance Committee has the primary responsibility for reviewing and approving or disapproving related person transactions under our Related Person Transactions Policy. In a situation in which a member of the Nominating and Governance Committee is a related party in the transaction, then the Audit Committee will review the transaction. Under our Related Person Transactions Policy, any transaction we undertake with a Related Party, irrespective of the amounts involved, must be submitted to the General Counsel for his determination of the approval under the policy. The General Counsel will refer to the Nominating and Corporate Governance Committee any Related Party transaction, and any other transaction that he otherwise determines should be considered for evaluation by the Nominating and Corporate Governance Committee consistent with the purpose of the Related Person Transactions Policy. The Nominating and Corporate Governance Committee will be provided with all relevant information, including: (i) the related party’s relationship to
| | | | | | | | | Compass, and their interest in the transaction; (ii) the material facts of the proposed transaction, including the anticipated aggregate dollar value of the transaction or, in the case of indebtedness, the largest amount of principal outstanding at any time during the current fiscal year plus all amounts of interest payable on it during the fiscal year; (iii) the rationale for the proposed transaction; and (iv) any other relevant information with respect to the proposed transaction. The Nominating and Corporate Governance Committee may consider any relevant information and considerations, including the impact on the director’s independence if the Related Party is a director. Moreover, the Nominating and Corporate Governance Committee may impose such conditions as it deems appropriate on the Company or on the Related Party in connection with approving the proposed transaction. Once the decision is made, the decision, including any conditions imposed on the transaction, will be conveyed to our General Counsel, who then will convey the decision to the appropriate people within the Company. Additionally, the Nominating and Corporate Governance Committee is required to review annually any previously approved or ratified transactions with Related Parties that remain ongoing and that have a remaining term of more than six months. A transaction with a Related Party entered into without pre-approval of the Nominating and Corporate Governance Committee will not be deemed to violate the Related Person Transactions Policy or be invalid or unenforceable, provided that the transaction is brought to the Nominating and Corporate Governance Committee as promptly as reasonably practicable after it is entered into or after it becomes reasonably apparent that the transaction is covered by the Related Person Transactions Policy. 20 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.da | Sequence: 15 CHKSUM Content: 53586 Layout: 39931 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5Inc. | 19 |
| Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock with the SEC. Based on the information available to us during the fiscal year ended December 31, 2021, we believe that all applicable Section 16(a) reports, except one, were timely filed. A Form 4 filed on behalf of Joseph Sirosh to reflect the acquisition of 50 shares of our common stock by his son, who resided with Mr. Sirosh at the time of the acquisition, was filed one day late due to an administrative error. 21 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.da | Sequence: 16 CHKSUM Content: 48338 Layout: 28058 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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Related Party Transactions Our Board of Directors adopted a written policy governing the review and approval of related party transactions. The policy, which is administered by our Nominating and Corporate Governance Committee, applies to any transaction or series of transactions in which (1) the Company or any of its consolidated subsidiaries is a participant and (2) a related party under the policy has a direct or indirect material interest. The policy defines a "Related Party" to include directors, director nominees, executive officers, significant stockholders or an immediate family member of any of these persons. Our Nominating and Corporate Governance Committee has the primary responsibility for reviewing and approving or disapproving related party transactions under our policy. In a situation in which a member of the Nominating and Governance Committee is a related party in the transaction, then the Audit Committee will review the transaction. Under our policy, any transaction we undertake with a Related Party, irrespective of the amounts involved, must be submitted to the General Counsel for his determination of the approval under the policy. The General Counsel will refer to the Nominating and Corporate Governance Committee any Related Party transaction and any other transaction that he otherwise determines should be considered for evaluation by the Nominating and Corporate Governance Committee consistent with the purpose of the policy. The Nominating and Corporate Governance Committee will be provided with all relevant information, including the Related Party's interest in the transaction and the rationale and terms of the transaction. The Nominating and Corporate Governance Committee may impose such conditions as it deems appropriate on the Company or on the Related Party in connection with approving the proposed transaction. Once the decision is made, the decision, including any conditions imposed on the transaction, will be conveyed to our General Counsel, who then will convey the decision to the appropriate people within the Company. Additionally, the Nominating and Corporate Governance Committee is required to review annually any previously approved or ratified transactions with Related Parties that remain ongoing and that have a remaining term of more than six months. A transaction with a Related Party entered into without pre-approval of the Nominating and Corporate Governance Committee will not be deemed to violate the policy or be invalid or unenforceable, provided that the transaction is brought to the Nominating and Corporate Governance Committee as promptly as reasonably practicable after it is entered into or after it becomes reasonably apparent that the transaction is covered by the policy. There were no transactions required to be reported in this proxy statement since the beginning of fiscal year 2022 where our written related party transaction policy did not require review, approval or ratification or where this policy was not followed.
| Corporate Responsibility Highlights Human Capital Management and Our Culture At Compass we believe that our long-term success is based on attracting, developing, and retaining a diverse group of employees who espouse our entrepreneurship principles which define our culture: dream big; move fast; learn from reality; be solutions-driven; obsess about opportunity; collaborate without ego; maximize your strengths; and bounce back with passion. It is important to us that Compass is a truly great place to work—a place where our employees feel like they belong, are set up for success and can grow. To further this human capital management strategy, we focus on providing training and development opportunities to promote professional development and advancement within the Company, seek employee feedback regularly through engagement surveys and cultivate a workplace that embraces diversity, equity, and inclusion. Professional Development & Advancement Employee training and development is critical to our Company and we believe that investment in our employees will help us achieve our long-term success. We are committed to providing various training programs and professional development opportunities to our employees so that they can develop critical soft and technical skills and capabilities necessary to excel in their current roles and advance their careers. At Compass we strive to prioritize promoting from within. When possible we look first to our existing employees before soliciting external hires. This priority extends throughout the company up to and including our senior leadership team. For example, in 2021, we promoted Priyanka Singh as our new Chief People Officer. Additionally, in early 2022, two new senior leadership roles were filled from within—Neda Navab became the President, US, Regional Operations and Danielle Wilkie became the President, Customer Success. Employee Engagement We strongly value our employee engagement and it is our culture to seek employee feedback regularly. Since 2017. we have obtained annual employee feedback via online employee engagement surveys and in 2022, we are rolling out new quarterly “pulse” surveys to obtain even more regular feedback from our employees. Through the surveys, we measure how successful we have been in establishing our culture, employee engagement, overall employee job satisfaction and employee work-life balance. We use survey results to improve our employee’s experience, refocus the emphasis we put on various aspects of our employees’ relationship to our Company and improve our employee benefit offerings. Diversity, Equity & Inclusion Cultivating a workplace that embraces diversity, equity, and inclusion is important to us. We do so by embracing diversity and fostering an open environment through our employee-led affinity groups available to all of our employees. We have over 10 employee affinity groups including Black at Compass, Out at Compass, Veterans at Compass, Moms at Compass, Indigenous at Compass and Latinx at Compass. Each of our affinity groups are led by and for employee community members and allies and championed by executive leadership. Our affinity groups provide extraordinary programming for our employees ranging from discussions, panels, volunteer opportunities, and social events. Additionally, we offer special programing during Black History Month, Women’s History Month, AAPI Heritage Month, 22 2022
| | | | | | | | | | | | 20 | 2023 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.da | Sequence: 17 CHKSUM Content: 15989 Layout: 62602 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 | | |
| LGBTQ+ Pride Month, Latinx Heritage Month and National Native American Heritage Month. To reaffirm our strong commitment to diversity, equity and inclusion, we recently declared Juneteenth a paid company holiday so that our employees can commemorate this day. In 2021, we had our first summer internship program for diverse talent in the product and engineering department where our interns worked alongside our product and engineering team on specific projects and gained practical experience. Our Communities We are committed to serving our local communities. In 2019, we launched Compass Cares, a national philanthropy program focused on causes in the local communities we serve. As we work to help everyone find their place in the world, Compass Cares empowers Compass employees and agents to support meaningful causes where it counts most—in their local communities. Since the inception of the program, our local Compass Cares Community Funds have supported over 3,000 local organizations nationwide, touching tens of thousands of lives. In 2021, Compass Care Community Funds have supported over 800 meaningful causes. Environmental Sustainability Even though our environmental footprint is limited, we are committed to sustainability in our operations. For example, prior to the COVID-19 pandemic, we had many initiatives at our headquarters focusing on minimizing our environmental impact and creating a safe and comfortable working environment. We plan to continue these initiatives when we return back to the office. Our technology platform operates in a cloud-based model, allowing our agents to provide their services remotely without the need to have a physical office. While we continue to have physical offices, we thoughtfully locate them in population centers and they are no larger than needed for our agents to service their clients. We believe that our platform has allowed, and will continue to allow us, to have a smaller physical geographical footprint than would be needed without the platform, thereby minimizing our already limited environmental footprint. 23 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.da | Sequence: 18 CHKSUM Content: 10882 Layout: 64560 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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Corporate Responsibility Highlights Human Capital Management and Our Culture At Compass, we believe that our long-term success is based on attracting, developing, and retaining a diverse group of employees who espouse our entrepreneurship principles which define our culture: dream big; move fast; learn from reality; be solutions-driven; obsess about opportunity; collaborate without ego; maximize your strengths; and bounce back with passion. It is important to us that Compass is a truly great place to work - a place where our employees feel like they belong, are set up for success and can grow. To further this human capital management strategy, we focus on providing training and development opportunities to promote professional development and advancement within the Company, seek employee feedback regularly through engagement surveys and cultivate a workplace that embraces diversity, equity, and inclusion. Professional Development & Advancement Employee training and development is critical to our Company, and we believe that investment in our employees will help us achieve our long-term success. We are committed to providing various training programs and professional development opportunities to our employees so that they can develop critical soft and technical skills and capabilities necessary to excel in their current roles and advance their careers. At Compass, we strive to prioritize promoting from within. When possible, we look first to our existing employees before soliciting external hires. This priority extends throughout the Company up to and including our senior leadership team. For example, in 2022 the following roles were filled with internal candidates: Greg Hart became Chief Operating Officer and Neda Navab became President, US, Regional Operations. Employee Engagement We strongly value our employee engagement and it is our culture to seek employee feedback regularly. Since 2017, we have obtained annual employee feedback via online employee engagement surveys and in 2022, we utilized quarterly “pulse” surveys to obtain even more regular feedback from our employees. Through the surveys, we measure how successful our employees think we have been in establishing our culture, employee engagement, overall employee job satisfaction and employee work-life balance. We use survey results to improve our employees’ experience, refocus the emphasis we put on various aspects of our employees’ relationship to our Company and improve our employee benefit offerings. Diversity, Equity & Inclusion Cultivating a workplace that embraces diversity, equity, and inclusion is important to us. We do so by embracing diversity and fostering an open environment through our employee-led affinity groups available to all of our employees. We have over 10 employee affinity groups, including Black at Compass, Out at Compass, Veterans at Compass, Moms at Compass, Indigenous at Compass and Latinx at Compass. Each of our affinity groups is led by and for employee community members and allies and championed by executive leadership. Our affinity groups provide extraordinary programming for our employees ranging from discussions, panels, volunteer opportunities, and social events. Additionally, we offer special programming during Black History Month, Women’s History Month, AAPI Heritage Month, LGBTQ+ Pride Month, Latinx Heritage Month and National Native American Heritage Month. To reaffirm our strong commitment to diversity, equity and inclusion, we recently declared Juneteenth a paid company holiday so that our employees can commemorate this day.
| Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Public Accounting Firm for 2022 Background The Audit Committee, which consists entirely of independent directors, has selected PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2022. We believe that PwC offers services on par with the best in their industry and is sufficiently qualified to conduct their duties as our independent auditor. Additionally, PwC has served as our independent registered public accounting firm since 2014, and we believe continuation of their service would be in the best interest of the Company and our stockholders. Although our governing documents do not require us to submit this matter to stockholders, the Board of Directors believes that asking stockholders to ratify the appointment of PwC is consistent with best practices in corporate governance. In the event that PwC is not ratified by our stockholders, the Audit Committee will consider this outcome of the vote in its selection process in the future. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. Representatives of PwC are expected to be present at the Annual Meeting and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions. Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm The Audit Committee has adopted a policy requiring pre-approval of all audit and permissible non-audit related services provided to the Company by the independent registered public accounting firm. Under this policy, the Audit Committee is responsible for reviewing the scope of the services to be provided and pre-approving the fees for these services. These services may include audit services, audit-related services, tax services and other services. What am I voting on and how should I vote? You are being asked to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
| | | | | | | | | Compass, Inc. | 21 |
Our Communities We are committed to serving our local communities. In 2019, we launched Compass Cares, a national philanthropy program focused on causes in the local communities we serve. As we work to help everyone find their place in the world, Compass Cares empowers Compass employees and agents to support meaningful causes where it counts most - in their local communities. Since the inception of the program, our local Compass Cares Community Funds have supported over 3,000 local organizations nationwide, touching tens of thousands of lives. In 2022, Compass Care Community Funds supported over 400 meaningful causes. Environmental Sustainability We are committed to sustainability in our operations. Our technology platform operates in a cloud-based model, allowing our agents to provide their services remotely without the need to have a physical office. While we continue to have physical offices, we thoughtfully locate them in population centers and they are no larger than needed for our agents to service their clients. We believe that our platform has allowed, and will continue to allow us, to have a smaller physical geographical footprint than would be needed without the platform, thereby minimizing our already limited environmental footprint.
Proposal 2: Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Public Accounting Firm for 2023
The Audit Committee, which consists entirely of independent directors, is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditor. The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent public accounting firm for the fiscal year ending December 31, 2023. We believe that PwC offers services on par with the best in their industry and is sufficiently qualified to conduct their duties as our independent auditor. Additionally, PwC has served as our independent public accounting firm since 2014, and we believe continuation of their service would be in the best interest of the Company and our stockholders. Accordingly, we are asking our stockholders to ratify the appointment of PwC as our independent auditor for 2023. Although our governing documents do not require us to submit this matter to stockholders, we are submitting the appointment of PwC for ratification by our stockholders because we value our stockholders’ views on the Company’s independent auditors and as a matter of good corporate practice. In the event that the appointment of PwC is not ratified by our stockholders, the Audit Committee will consider this outcome of the vote in its appointment process in the future. Even if the appointment is ratified, the Audit Committee, in its discretion, may appoint a different independent public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. Representatives of PwC are expected to be present at the Annual Meeting and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so. | | | | | | | | | | | | | | | The Board of Directors recommends youand the Audit Committee recommend a vote “FOR” the ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2022. 24 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ea | Sequence: 1 CHKSUM Content: 42971 Layout: 35819 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.52023. | | | |
| The scope of and the fees for all of the services listed in the table under “Fees Paid to the Independent Public Accounting Firm” were approved by the Audit Committee. Fees Paid to the Independent Public Accounting Firm The following table presents fees for professional audit services and other services rendered to us by PwC for our fiscal years ended December 31, 2020 and December 31, 2021. 2020 2021 (In thousands) Audit Fees(1) $1,830,000 $2,795,000 Audit-Related Fees(2) — 90,000 Tax Fees(3) 40,000 — Other Fees(4) — 4,000 Total Fees $1,870,000 $2,889,000 1.) Includes fees for audit services primarily related to the audit of our annual consolidated financial statements; the review of our quarterly consolidated financial statements; comfort letters, consents and assistance with and review of documents filed with the SEC; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). This category also includes fees for services incurred in connection with our IPO. 2.) Includes fees for assurance and related services, including consultation fees related to technical accounting matters, that are reasonably related to the performance of the audit or review of our financial statements. 3.) Includes fees for tax compliance and advice. Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal and state and international income tax matters, assistance with sales tax and assistance with tax audits. 4.) Includes fees for services other than the services reported in audit fees, audit-related fees, and tax fees. Such fees include subscription costs relating to accounting research tools. The Audit Committee has reviewed the provision of all services provided by PwC, including the non-audit services and other services listed in the above table, and determined that all services provided were compatible with PwC’s independence. Vote Required The approval of the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 requires a majority of the votes cast by the holders of the shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will not have any effect on the outcome of the proposal. 25 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ea | Sequence: 2 CHKSUM Content: 40714 Layout: 10598 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
| | | | | | | | | Compass, Inc. | 23 |
| Audit Committee Report The Audit Committee operates under a written charter adopted and annually reviewed by the Board of Directors. The current members of the Audit Committee are Messrs. Martell (Chairman), Phillips and Sordello. During 2021, our Audit Committee met seven times and met in executive session, without management, five times.
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Audit Committee Report
The Audit Committee operates under a written charter adopted and annually reviewed by the Board of Directors. The current members of the Audit Committee are Messrs. Martell (Chairman), Phillips and Sordello and Ms. Williams. Our Board of Directors has determined that each member of the Audit Committee meets the independence requirements of the NYSE and the SEC, and otherwise satisfies the requirements for audit committee service imposed by the Exchange Act. In addition, the Board of Directors has determined that Mr. Martell is an “audit committee financial expert” as defined by applicable SEC rules. The Audit Committee relies on the expertise and knowledge of management and the Company’s independent public accounting firm in carrying out its oversight responsibilities. Management and the independent public accounting firm are responsible for ensuring the preparation and audit of financial statements are in compliance with generally accepted accounting principles in the United States of America (“GAAP”). During 2022 and early 2023, among other actions, the Audit Committee: ●reviewed and discussed with management, our internal auditors and PwC, Compass’ annual audited and quarterly unaudited financial statements; ●reviewed and discussed with PwC the matters required to be discussed by the applicable requirements of the SEC and Public Company Accounting Oversight Board ("PCAOB"); ●reviewed and discussed with management and PwC, management’s report and PwC’s report on internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2022; and ●received written disclosures and a letter from PwC pursuant to applicable PCAOB requirements regarding PwC's communications with the Audit Committee concerning independence and discussed with PwC auditor independence. Based on the Audit Committee’s review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in ourAnnual Report on Form 10-K for the year ended December 31, 2022. Respectfully submitted by the members of the Audit Committee of the Board of Directors: Frank Martell (Chair) Charles Phillips Steven Sordello Dawanna Williams
The information contained in the preceding Audit Committee Report shall not be deemed to be soliciting material or filed with the SEC, nor shall such information be incorporated by reference into any prior or future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates the Audit Committee Report by reference in such filing.
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Public Accounting Firm The Audit Committee has adopted a policy requiring pre-approval of all audit and permissible non-audit related services provided to the Company by the independent public accounting firm. Under this policy, the Audit Committee is responsible for reviewing the scope of the services to be provided and pre-approving the fees for these services. These services may include audit services, audit-related services, tax services and other services. The scope of and the fees for all of the services listed in the table under “Fees Paid to the Independent Public Accounting Firm” were approved by the Audit Committee. Fees Paid to the Independent Public Accounting Firm The following table presents fees for professional audit services and other services rendered to us by PwC for our fiscal years ended December 31, 2022 and December 31, 2021. | | | | | | | | | | | | | | | | | | | 2022 |
2021 | | | | Audit Fees(1) | $ | 3,000,000 | $ | 2,795,000 | | | | Audit-Related Fees(2) | | 25,000 |
| 90,000 | | | | Tax Fees(3) | | 106,000 |
| - | | | | Other Fees(4) | | 9,000 |
| 4,000 | | | | | Total Fees | $ | 3,140,000 | $ | 2,889,000 | | | |
1.)Includes fees for audit services primarily related to the audit of our annual consolidated financial statements and, as to 2022 only, internal control over financial reporting; the review of our quarterly consolidated financial statements; comfort letters, consents and assistance with and review of documents filed with the SEC; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the PCAOB. For 2021, this category also includes fees for services incurred in connection with our IPO. 2.)Includes fees for assurance and related services, including consultation fees related to technical accounting matters, that are reasonably related to the performance of the audit or review of our financial statements. 3.)Includes fees for tax compliance and advice. Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal and state and international income tax matters, assistance with sales tax and assistance with tax audits. 4.)Includes fees for services other than the services reported in audit fees, audit-related fees, and tax fees. Such fees include subscription costs relating to accounting research tools. The Audit Committee has reviewed the provision of all services provided by PwC, including the non-audit services and other services listed in the above table, and determined that all services provided were compatible with PwC’s independence.
Security Ownership of Certain Beneficial Owners and Management
The following table presents certain information with respect to the beneficial ownership of our common stock as of March 31, 2023 for: ●each of our directors; ●each of our named executive officers ("NEOs"); ●all of our directors and executive officers as a group; and ●each stockholder known by us to be the beneficial owner of more than 5% of our Class A or Class C common stock. We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, based on information furnished to us, the persons and entities named in the table have sole voting and investment power with respect to all shares they beneficially own, subject to applicable community property laws. We have based our calculation of the percentage of beneficial ownership on 440,406,879 shares of our Class A common stock, no shares of our Class B common stock, and 18,538,372 shares of our Class C common stock outstanding as of March 31, 2023. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2023 or issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of March 31, 2023, to be outstanding and to be beneficially owned by the person holding the stock option or RSU for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Each share of Class A common stock is entitled to one vote per share. Shares of Class B common stock do not have voting rights. Each share of Class C common stock is entitled to 20 votes per share. Unless otherwise indicated, the address of each beneficial owner in the table below is c/o Compass, Inc., 90 Fifth Avenue, New York, New York 10011.
| | | | | | | | | | | | | | | | | | | | | | | Class A | Class C | | | Name of Beneficial Owner | | Shares | % of Class | Shares | % of Class | % Total Voting Power | | 5% Stockholders: | | | | | | | The Vanguard Group(1) | | 38,629,414 | 8.8 | __ | __ | 4.8 | SVF Excalibur (Cayman) Limited(2) | | 132,365,273 | 30.1 | — | — | 16.3 | | NEOs and Directors: | | | | | | | Robert Reffkin(3) | | 9,287,506 | 2.1 | 18,538,372 | 100 | 46.9 | Kalani Reelitz(4) | | 33,080 | * | — | * | * | Greg Hart(5) | | 2,233,791 | * | — | * | * | Neda Navab(6) | | 295,717 | * | — | * | * | Kristen Ankerbrandt(7) | | 962,934 | * | — | * | * | Priyanka Singh(8) | | 61,537 | * | — | * | * | Joseph Sirosh(9) | | 551,145 | * | — | * | * | Danielle Wilkie(10) | | 70,614 | * | — | * | * | | Jeffrey Housenbold | | 12,472 | * | — | * | * | Allan Leinwand(11) | | — | — | — | — | — | Frank Martell(12) | | 26,495 | * | — | * | * | Josh McCarter(13) | | 10,845 | * | — | * | * | Charles Phillips(14) | | 206,932 | * | — | * | * | Steven Sordello(15) | | 221,420 | * | — | * | * | Pamela Thomas-Graham(16) | | 206,932 | * | — | * | * | | Dawanna Williams | | 4,450 | * | — | * | * | All directors and executive officers as a group (12 Persons)(17) | | 13,104,712 | 3.0 | 18,538,372 | 100 | 47.3 |
* Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock. 1.)Based solely on information on Schedule 13G filed with the SEC on February 9, 2023, The Vanguard Group beneficially owns 38,629,414 shares of Class A common stock. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. 2.)Based solely on information on Schedule 13G filed with the SEC on February 14, 2022, SVF Excalibur (Cayman) Limited and certain related entities have shared voting and dispositive power of 132,365,273 shares of Class A common stock. The address of SVF Excalibur (Cayman) Limited and certain related entities is c/o Walkers, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands. 3.)Consists of (i) 421,150 shares of Class A common stock owned directly by Mr. Reffkin; (ii) 4,648,000 shares of Class A common stock owned by the 2021 Reffkin Remainder Interest Trust; (iii) 3,190,870 shares of Class A common stock owned by the Reffkin Investment II Corp; (iv) 411,111 shares of Class A common stock owned by The Ruth Reffkin Family Trust; (v) 78,135 shares of Class A common stock held of record by Reffkin 2022 Family Trust; (vi) 14,413,372 shares of Class C common stock owned directly by Mr. Reffkin; (vii) 538,240 shares of Class A common stock issuable and convertible to Class C common stock upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2023 (a portion of which RSUs will be withheld at settlement to satisfy tax withholding obligations); and (viii) 4,125,000 shares of Class C common stock owned by Reffkin Investment I Corp. 4.)Consists of (i) 13,080 shares of Class A common stock; and (ii) 20,000 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2023 (a portion of which will be withheld at settlement to satisfy tax withholding obligations). 5.)Consists of (i) 554,248 shares of Class A common stock; (ii) 139,373 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2023 (a portion of which will be withheld at settlement to satisfy tax withholding obligations); and (iii) 596,360 restricted shares and 943,810 shares of Class A common stock subject to stock options that are exercisable within 60 days of March 31, 2023. 6.)Consists of (i) 77,302 shares of Class A common stock; (ii) 24,215 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2023 (a portion of which will be withheld at settlement to satisfy tax withholding obligations); and (iii) 5,210 restricted shares and 188,990 shares of Class A common stock subject to stock options that are exercisable within 60 days of March 31, 2023. 7.)Consists of (i) 119,564 shares of Class A common stock as of December 31, 2022; and (ii) 843,370 shares of Class A common stock subject to stock options that are exercisable within 60 days of March 31, 2023. 8.)Consists of 61,537 shares of Class A common stock as of December 31, 2022. 9.)Consists of (i) 328,555 shares of Class A common stock as of December 31, 2022; (ii) 222,540 shares of Class A common stock subject to stock options that are exercisable within 60 days of March 31, 2023; and (iii) 50 shares of Class A common stock held by Mr. Sirosh's son, who currently resides in Mr. Sirosh's household.
10.)Consists of (i) 604 shares of Class A common stock as of December 31, 2022; and (ii) 70,010 shares of Class A common stock subject to stock options that are exercisable within 60 days of March 31, 2023. 11.)Mr. Leinwand joined the Board on May 10, 2022 and holds no shares of our common stock. 12.)Consists of (i) 23,594 shares of Class A common stock; and (ii) 2,901 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2023. 13.)Consists of (i) 8,786 shares of Class A common stock; and (ii) 2,059 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2023. 14.)Consists of (i) 12,472 shares of Class A common stock; and (ii) 66,180 restricted shares and 128,280 shares of Class A common stock subject to stock options that are exercisable within 60 days of March 31, 2023. 15.)Consists of (i) 24,527 shares of Class A common stock; (ii) 2,433 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2023; and (iii) 76,980 restricted stock and 117,480 shares of Class A common stock subject to stock options that are exercisable within 60 days of March 31, 2023. 16.)Consists of (i) 12,472 shares of Class A common stock; and (ii) 49,970 restricted stock and 144,490 shares of Class A common stock subject to stock options that are exercisable within 60 days of March 31, 2023. 17.)Includes Brad Serwin's total, which consists of (i) 129,320 shares of Class A common stock; (ii) 17,059 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2023; (iii) 219,460 restricted shares; and (iv) 494,950 shares of Class A common stock subject to stock options that are exercisable within 60 days of March 31, 2023.
Information About Our Executive Officers
Our 2023 Executive Officers
| | | | | | Robert Reffkin
Founder and Chief Executive Officer and Chairman of the Board of Directors has determined that | Age: 43
Officer in current position since: October 2012
| Mr. Martell is an “audit committee financial expert” as defined by applicable SEC rules. The functions performed by the Audit Committee include, butReffkin’s career highlights are not limited to: l reviewing and discussing with management and our independent registered public accounting firm, Compass’ quarterly and annual financial results, earnings press releases and earnings guidance provided to analysts and ratings agencies, and periodic reports prior to filing them with the SEC; l overseeing the integrity of our financial reporting processes in consultation with the independent registered public accounting firm, management and our internal audit function; l overseeing the design, implementation and performance of Compass’ internal audit function; l reviewing internal auditing procedures and results; l selecting, compensating and overseeing our independent registered public accounting firm; l engaging with our compliance and risk management executives to review the state of enterprise risk management and compliance programs with a view to understanding the steps management has taken to monitor and control our major risks and exposures, including Compass’ procedures and any related policies with respect to risk assessment and risk management; l discussing with management cybersecurity and other information technology risk, controls, and procedures; l reviewing with internal counsel the state of litigation, claims and regulatory matters and overseeing our compliance with legal and regulatory matters; l discussing with management, internal audit, independent registered public accounting firm and external advisors the implementation, adequacy and effectiveness of Compass’ accounting and financial processes and systems and state of internal controls and material changes in such controls and external advisors the state of internal controls and our practices with respect to financial disclosure; l directing and supervising investigations into matters within the scope of its duties; l reviewing with the independent registered public accounting firm the annual audit plan, scope of audit activities and staffing and results of its audit and determining the nature of other services to be performed by, and fees to be paid to, such firm; l reviewing Compass’ Insider Trading Policy and Whistleblower and Complaint Policy; l preparing this report to the stockholders; l discharging all other responsibilities as set forth by the Board of Directors; and l completing annual review of the Audit Committee charter. The Audit Committee relies on the expertise and knowledge of management and the Company’s independent registered public accounting firm in carrying out its oversight responsibilities. Management and the independent registered public accounting firm are responsible"Biographies for ensuring the preparation and audit of financial statements are in compliance with generally accepted accounting principles in the United States of America (“GAAP”). 26 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ea | Sequence: 3 CHKSUM Content: 50521 Layout: 30713 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5Continuing Directors" above. |
| The Audit Committee has established procedures to receive, retain and address complaints regarding accounting, internal accounting controls or auditing matters, and for the submission by our employees and other third parties of concerns regarding questionable accounting or auditing matters or other ethics and compliance-related matters. Our 24-hour, toll-free hotline is available for the submission of such concerns or complaints at 1 (833) 452-3111 or reports@lighthouseservices.com or concerns or complaints may also be reported online at www.lighthouseservices.com/CompassRE. To the extent required by applicable law, individuals wishing to remain anonymous or to otherwise express their concerns or complaints confidentially are permitted to do so. During 2021 and early
| | | | | Kalani Reelitz
Chief Financial Officer | Age: 43
Officer in current position since: November 2022 among other actions, the Audit Committee: l reviewed and discussed with management, the internal auditors and the independent registered public accounting firm, Compass’ annual audited and quarterly unaudited financial statements; l reviewed and discussed with management, the internal auditors and the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the SEC and PCAOB. l The Audit Committee has received written disclosures and a letter from the independent registered public accounting firm required by applicable PCAOB requirements regarding the independent registered public accounting firm’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence. Based on the Audit Committee’s review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Compass’ Annual Report on Form 10-K for the year ended December 31, 2021. Respectfully submitted by the members of the Audit Committee of the Board of Directors: Frank Martell (Chair) Charles Phillips Steven Sordello The information contained in the preceding Audit Committee Report shall not be deemed to be soliciting material or to be filed with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company, specifically incorporates it by reference in such filing. 27 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ea | Sequence: 4 CHKSUM Content: 8652 Layout: 10598 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| 2022 PROXY STATEMENT 28 Security Ownership of Certain Beneficial Owners and Management The following table presents certain information with respect to the beneficial ownership of our common stock as of March 31, 2022 for: l each of our directors; l each of our NEOs; l all of our directors and executive officers as a group; and l each stockholder known by us to be the beneficial owner of more than 5% of our Class A or Class C common stock. We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, based on information furnished to us, the persons and entities named in the table have sole voting and investment power with respect to all shares that they beneficially own, subject to applicable community property laws. We have based our calculation of the percentage of beneficial ownership on 409,261,138 shares of our Class A common stock, no shares of our Class B common stock, and 17,670,859 shares of our Class C common stock outstanding as of March 31, 2022. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2022 or issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of March 31, 2022, to be outstanding and to be beneficially owned by the person holding the stock option or RSU for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Each share of Class A common stock is entitled to one vote per share. Shares of Class B common stock do not have voting rights. Each share of Class C common stock is entitled to 20 votes per share. Unless otherwise indicated, the address of each beneficial owner in the table below is c/o Compass, Inc., 90 Fifth Avenue, 3rd Floor, New York, New York 10011. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ea | Sequence: 5 CHKSUM Content: 46485 Layout: 27330 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| Class A Class C % Total Voting Name of Beneficial Owner Shares % Shares % Power 5% Stockholders: Discovery Capital Management, LLC(1) 26,357,465 6.4 — — 3.5 SVF Excalibur (Cayman) Limited(2) 132,365,273 32.3 — — 17.4 NEOs and Directors: Robert Reffkin(3) 9,561,361 2.3 17,670,859 100 47.6 Kristen Ankerbrandt(4) 980,065 * — * * Greg Hart(5) 1,844,134 * — * * Priyanka Singh(6) 30,742 * — * * Neda Navab(7) 249,259 * — * * Charles Phillips(8) 206,932 * — * * Jeffrey Housenbold(9) 12,472 * — * * Josh McCarter(10) — — — — — Pamela Thomas-Graham(11) 206,932 * — * * Frank Martell(12) 14,894 * — * * Steven Sordello(13) 211,690 * — * * All directors and executive officers as a group (15 Persons) 18,402,968 4.5 17,670,859 100 48.8 * Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock. 1.) Based solely on information on Schedule 13G filed with the SEC on February 14, 2022. Discovery Capital Management, LLC and certain related entities have shared voting and dispositive power of 26,357,465 shares of Class A common stock. The address of Discovery Capital Management, LLC and certain related entities is 20 Marshall St, Suite 310, South Norwalk, CT 06854. 2.) Based solely on information on Schedule 13G filed with the SEC on February 14, 2022. SVF Excalibur (Cayman) Limited and certain related entities have shared voting and dispositive power of 132,365,273 shares of Class A common stock. The address of SVF Excalibur (Cayman) Limited and certain related entities is c/o Walkers, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands. 3.) Consists of (i) 421,150 shares of Class A common stock; (ii) 4,648,000 shares of Class A common stock owned by the 2021 Reffkin Remainder Interest Trust; (iii) 3,190,870 shares of Class A common stock owned by the Reffkin Investment II Corp; (iv) 763,111 shares of Class A common stock owned by The Ruth Reffkin Family Trust; (v) 105,025 restricted shares and 13,440,834 shares of Class C common stock; (vi) 538,230 shares of Class A common stock issuable and convertible to Class C common stock upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2022 (a portion of which will be withheld at settlement to satisfy tax withholding obligations); and (vii) 4,125,000 shares of Class C common stock owned by Reffkin Investment I Corp. 4.) Consists of (i) 48,201 shares of Class A common stock; (ii) 88,494 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2022 (a portion of which will be withheld at settlement to satisfy tax withholding obligations); and (iii) 94,880 restricted shares and 748,490 shares of Class A common stock subject to stock options that are exercisable within 60 days of March 31, 2022. 5.) Consists of (i) 252,104 shares of Class A common stock; (ii) 51,860 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2022 (a portion of which will be withheld at settlement to satisfy tax withholding obligations); and (iii) 907,500 restricted shares and 632,670 shares of Class A common stock subject to stock options that are exercisable within 60 days of March 31, 2022. 6.) Consists of (i) 20,962 shares of Class A common stock; and (ii) 9,780 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2022 (a portion of which will be withheld at settlement to satisfy tax withholding obligations). 7.) Consists of (i) 30,844 shares of Class A common stock; (ii) 24,215 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2022 (a portion of which will be withheld at settlement to satisfy tax withholding obligations); and (iii) 32,740 restricted shares and 161,460 shares of Class A common stock subject to stock options that are exercisable within 60 days of March 31, 2022. 8.) Consists of (i) 12,472 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2022; and (ii) 114,800 restricted shares and 79,660 shares of Class A common stock subject to stock options that are exercisable within 60 days of March 31, 2022. 9.) Consists of (i) 12,472 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2022. 10.) Mr. McCarter joined the Board on April 15, 2022 and holds no shares of our common stock. 11.) Consists of (i) 12,472 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2022; and (ii) 98,590 restricted shares and 95,870 shares of Class A common stock subject to stock options that are exercisable within 60 days of March 31, 2022. 12.) Consists of (i) 2,501 shares of Class A common stock; and (ii) 12,393 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2022. 13.) Consists of (i) 3,568 shares of Class A common stock; (ii) 13,662 shares of Class A common stock issuable upon settlement of RSUs for which the service-based vesting condition would be satisfied within 60 days of March 31, 2022; and (iii) 125,590 restricted shares and 68,870 shares of Class A common stock subject to stock options that are exercisable within 60 days of March 31, 2022. 29 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ea | Sequence: 6 CHKSUM Content: 42168 Layout: 10598 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| 2022 PROXY STATEMENT 30 Information About Our Executive Officers Diversity We value diversity in selecting our senior leaders and strive to create a leadership team that consists of individuals reflecting the diversity represented by our employees, agents, and communities in which we operate. Our executive officers are elected annually by our Board of Directors. We believe that our diverse senior leadership team is essential in effective oversight and management of the Company. The below table provides information related to the composition of our senior leadership team. Total Number of Directors: Female Male Gender Identity Officers 4 5 Racial/Ethnic Background African American or Black 1 White 3 3 Asian 1 1 Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ea | Sequence: 7 CHKSUM Content: 26185 Layout: 27330 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| Executive Officers Biographies Career Highlights
Mr. Reffkin’s biography is set forth on page 8 of this proxy statement. Career Highlights Ms. AnkerbrandtReelitz has served as our Chief Financial Officer since November 2018.2022. Previously, Mr. Reelitz served in a variety of financial and business leadership roles at Cushman & Wakefield U.S., Inc., a commercial real estate broker, including Global Chief Transformation Officer and Chief Operating Officer, Americas, from January 2022 until October 2022, Senior Vice President, Chief Financial Officer and Chief Operating Officer, Americas and Global Transformation Lead, from June 2020 until February 2022, and Senior Vice President, Chief Financial Officer, Americas, from September 2017 until June 2020, and other roles of increasing responsibility where he focused on critical financial and operational processes for the Americas region. Prior to joining us, Ms. Ankerbrandt wasCushman & Wakefield, U.S., Inc., Mr. Reelitz spent 12 years at Walgreens Boots Alliance, Inc., a senior investment professional at The Carlyle Group,holding company that owns retail pharmacy chains, in a global private equity and asset management firm, from August 2007 to November 2018, as a membervariety of its flagship U.S. Buyout team investing in the technologyroles, including strategy and business services space. Prior to that, Ms. Ankerbrandt held positions at Amazon.com, Inc., at private equity firm Bruckmann, Rosser, Sherrill & Co. from 2003 to 2005,integration, strategic finance, financial planning and at Goldman, Sachs & Co. in the technology, mediaanalysis, and communications investment banking team from 2000 to 2003. She also served on the Board and Audit Committee of Syniverse Technologies, a telecommunications company, from 2014 to 2018. Over her career, Ms. Ankerbrandt has been involved in transactions with a total value in excess of $20 billion, including multiple leveraged buyouts, growth investments, and carve-out opportunities, and has extensive public and private equity and debt financing experience. Ms. Ankerbrandtinternal audit. Mr. Reelitz holds a B.A.Bachelor of Business Administration and a Master of Science in EconomicsAccounting from ColumbiaLoyola University and an M.B.A.Chicago. |
| | | | | | Greg Hart
Chief Operating Officer | Age: 53
Officer in current position since: May 2022 (Chief Product Officer from the Harvard Business School. April 2020 to May 2022)
| Career Highlights Mr. Hart has served as our Chief Operating Officer since May 2022, and he served as our ChiefProduct Officer sincefrom April 2020.2020to May 2022. Prior to joining us,Compass, Mr. Hart served in a variety of roles at Amazon.com, Inc., a multinational technology company focused on e-commerce, cloud computing, online advertising, digital streaming, and artificial intelligence, from March 1997 to April 2020, most recently as Vice President of Amazon Prime Video. He has a demonstrated track record leading and innovating in successively larger and more complex roles, spanning positions ranging from marketing in Amazon’s early days, to product management in Amazon’s media businesses, to general management of billion-dollar retail businesses, to building and launching innovative new products and services (Amazon Echo & Alexa), to leading worldwide Prime Video, and served as Technical Advisor to Amazon CEO Jeff Bezos. Mr. Hart has extensive experience building and managing large, globally distributed teams comprising business line leaders, marketers, product managers, UX designers, engineers, machine learning and speech scientists. Mr. Hart holds 66 issued patents with additional patent submissions pending. Mr. Hart holds a B.A. in English Literature from Williams College. |
| | | | | | Bradley Serwin
General Counsel and Corporate Secretary | Age: 42 61
Officer in current position since: October 2012 Robert Reffkin FOUNDER AND CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS Age: 43 Officer in current position since: November 2018 Kristen Ankerbrandt CHIEF FINANCIAL OFFICER Age: 52 Officer in current position since: AprilMay 2020 Greg Hart CHIEF PRODUCT OFFICER 31 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ea | Sequence: 8 CHKSUM Content: 41908 Layout: 4897 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| 2022 PROXY STATEMENT 32
Career Highlights Mr. Sirosh has served as our Chief Technology Officer since December 2018. Prior to joining us, Mr. Sirosh served as a Corporate Vice President, and most recently as Chief Technology Officer for Artificial Intelligence at Microsoft Corporation, a technology company, from June 2013 to December 2018. During his tenure at Microsoft, he led product and engineering teams with responsibility for the enterprise database, Big Data and machine learning products. Prior to Microsoft, Mr. Sirosh served as a vice president at Amazon.com, Inc., from 2004 to 2013, where he managed the Global Inventory Platform for Amazon’s Consumer Business, and built the machine learning and Transaction Risk Management teams. Mr. Sirosh holds a B.Tech in Computer Science and Engineering from the Indian Institute of Technology, Madras, and a M.S. in Computer Science and a Ph.D. in Neural Networks from the University of Texas at Austin. Career Highlights Mr. Lehman has served as our Chief Business Officer since March 2019. Beforehand, he served as our Chief Growth Officer from October 2018 to March 2019, and as Chief Revenue Officer from November 2015 to October 2018, as well as other earlier roles since November 2013. Prior to joining us, Mr. Lehman served as a Senior Associate at McKinsey & Company, a management consulting firm, from August 2011 to November 2013. Mr. Lehman holds a B.A. in Political Science from Duke University. Career Highlights Mr. Serwin has served as our General Counsel and Corporate Secretary since May 2020. Mr. Serwin has over 30 years of experience as a corporate and securities lawyer and as a Legal Department leader. Prior to joining us,Compass, he served as General Counsel and Corporate Secretary of Glassdoor, Inc., an online employer review and rating website, from June 2015 to May 2020. From March 2012 to June 2015, Mr. Serwin served as a Senior Vice President and Deputy General Counsel at eBay Inc., a multinational internet marketplace. Mr. Serwin holds a B.A. from University of California, Los Angeles and a J.D. from Harvard Law School. Age: 53 Officer in current position since: December 2018 Joseph Sirosh CHIEF TECHNOLOGY OFFICER Age: 33 Officer in current position since: March 2019 Robert Lehman CHIEF BUSINESS OFFICER Age: 60 Officer in current position since: May 2020 Bradley Serwin GENERAL COUNSEL AND CORPORATE SECRETARY Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ea | Sequence: 9 CHKSUM Content: 5795 Layout: 18602 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 |
| Career Highlights Ms. Singh has served as our Chief People Officer since December 2021. Previously, she served as Deputy Chief People Officer from June 2021 to December 2021 and as Head of Human Resources Business Partners, Regional and Growth from February 2021 to June 2021. Ms. Singh brings over 20 years of strategic and operational human resources expertise to her role as the Chief People Officer. Before joining us, she was the Chief of Staff to the Chief Executive Officer of Bridgewater Associates, an investment management firm, from July 2017 to March 2020, and prior to that, she held various management roles in human resources and back office from June 2008 to July 2017. Earlier in her career, Ms. Singh held a variety of roles in human resources and sales CIT Bank, a financial services and banking company, and was a consultant for Aon Hewitt and Towers Perrin. Ms. Singh received a B.A. in History and Political Science from Lucknow University in India, an MSJ from Northwestern University, and an MPS from Cornell University. Career Highlights Ms. Navab joined Compass in October 2018 and has served as our President, US Regional Operations since January 2022, previously, she served as President, East Region since April 2019, and prior to that serving in various capacities, including Chief of Staff to the Chief Executive Officer, since October 2018. Before joining us, she served as Director of Urban Systems at Sidewalk Labs, the division of Google focused on building smart cities, from October 2017 to October 2018. From November 2014 to October 2017, Ms. Navab served in various capacities at Enjoy Technology, Inc., an e-commerce platform, most recently as Head of Experience and Innovation. She previously served as a Senior Marketing Management at Box, Inc., a cloud content management and file sharing service, from July 2013 to November 2014. From August 2008 to July 2011, she worked at McKinsey & Company. She received a B.A. in Economics from Columbia University and an M.B.A. from Harvard Business School. Age: 35 Officer in current position since: January 2022 Neda Navab PRESIDENT, US REGIONAL OPERATIONS Age: 53 Officer in current position since: December 2021 Priyanka Singh CHIEF PEOPLE OFFICER 33 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ea | Sequence: 10 CHKSUM Content: 39784 Layout: 2186 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| 2022 PROXY STATEMENT 34 Career Highlights Ms. Wilkie joined Compass in July 2019 and has served as our President, Customer Success since January 2022, previously serving as our President, Central Region since November 2020, and prior to that as our Regional President, Colorado. Prior to joining us, Ms. Wilkie served as a Senior Vice President at Craftsy, a subscription video on-demand service, from January 2015 to June 2019. Before joining Craftsy, Ms. Wilkie served as a Senior Vice President for marketing at Wazee Digital Inc., a content management, delivery, and monetization company, from June 2013 to January 2015. Ms. Wilkie has enjoyed a 20+ year career following technology transformation across a variety of industries: property management, home improvement, insurance, digital advertising, content licensing and online learning & ecommerce and has continued to leverage a customer-driven approach in all her leadership roles. She has been part of several successful startup exits including Angi, a home services marketplace (formerly known as ServiceMagic and sold to IAC, a holding company, in 2004), NetQuote, an insurance lead provider (sold to Bankrate, LLC, a consumer financial services company, in 2010) and Craftsy, a video on-demand service (sold to NBCUniversal Media LLC, a mass media and entertainment conglomerate, in 2018). She holds a B.A. in Sociology from Smith College and an M.B.A. from the University of Colorado. The information in this section is incorporated by reference into our 2021 Annual Report on Form 10-K. Age: 45 Officer in current position since: January 2022 Danielle Wilkie PRESIDENT, CUSTOMER SUCCESS Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ea | Sequence: 11 CHKSUM Content: 28610 Layout: 61434 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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Proposal 3: Advisory Vote to Approve 2022 Named Executive Officer Compensation (“Say-on-Pay Vote”) Each year, we ask our stockholders to vote on an advisory basis to approve the compensation paid to our named executive officers (“say-on-pay”) as described in the Compensation Discussion and Analysis and the compensation table sections of this proxy statement. The Compensation Committee is committed to an executive compensation program that is transparent and simple, that appropriately incentivizes our executive officers and aligns with stockholder interests and external expectations and that enables us to effectively compete for, attract and retain top talent so we can build the strongest possible leadership team for Compass. The Compensation Committee believes that our executive officers, including our named executive officers ("NEOs"), were compensated appropriately and in a way that provided proper incentives to them, ensured alignment with stockholders’ interests and supported long-term value creation. As you decide how to vote on this proposal, the Board encourages you to read the Compensation Discussion and Analysis and the compensation table sections of this proxy statement. At the Annual Meeting, stockholders will vote on the following advisory resolution regarding the compensation of NEOs as described in this proxy statement. “RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2022 Summary Compensation Table and the other related tables and disclosures.” This say-on-pay vote is advisory, and therefore not binding on the Company, the Board or the Compensation Committee. However, the Board and the Compensation Committee value the opinions of our stockholders and will take into account the outcome of this vote in considering future compensation arrangements. We expect that the next say-on-pay vote will occur at Compass' 2024 annual meeting of stockholders. 
| Proposal 3: Advisory Vote to Approve 2021 Named Executive Officer Compensation (“Say-on-Pay Vote”) Background As required by Section 14A(a)(1) of the Exchange Act, we are providing our stockholders with an opportunity to approve, on an advisory (non-binding) basis, the 2021 compensation of our NEOs, as described in more detail in the “Compensation Discussion and Analysis” and “Executive Compensation Tables” sections of this proxy statement. This proposal, commonly known as a “Say-on-Pay Vote”, gives our stockholders the opportunity to express their views on our NEOs’ compensation. The vote on this proposal is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the compensation philosophy, policies and practices described in this proxy statement. The Compensation Committee believes that the executive officers, including the NEOs, were compensated appropriately and in a way that provided proper incentives to them, ensured alignment of their and stockholders’ interests and supported long-term value creation. As you decide how to vote on this proposal, we encourage you to review the “Compensation Discussion and Analysis” and “Executive Compensation Tables” sections of this proxy statement for more information. As an advisory approval, this proposal is not binding upon us or our Board of Directors. However, the Compensation Committee, which is responsible for the design and administration of our executive compensation program, values the opinions of our stockholders expressed through the vote on this proposal. Accordingly, our Board of Directors and Compensation Committee will consider the outcome of this vote in making future compensation decisions for our NEOs and our executive compensation program. Vote Required The approval, on an advisory (non-binding) basis, of the 2021 compensation of our NEOs, requires a majority of the votes cast by the holders of the shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions and “broker non-votes” will have no effect on the outcome of the vote. What am I voting on and how should I vote? You are being asked to vote “FOR” the following resolution: “RESOLVED, that the stockholders of Compass, Inc. approve, on an advisory (non- binding) basis, the 2021 compensation of the named executive officers, as described in more detail in the “Compensation Discussion and Analysis” and “Executive Compensation Tables” sections of Compass, Inc.’s proxy statement.”
| | | | | | | | | | | | | | The Board of Directors unanimously recommends a vote “FOR” the resolution to approve, on an advisory (non-binding) basis, the 2021 compensationapproval of the 2022 named executive officers (“NEOs”). 35 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.fa | Sequence: 1 CHKSUM Content: 28896 Layout: 44313 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5officer compensation. | | |
| Proposal 4: Advisory Vote to Approve the Frequency of Future Say-on-Pay Votes Background As required by Section 14A(a)(2) of the Exchange Act, we are providing our stockholders with an opportunity to indicate their preference regarding the frequency with which future Say-on-Pay Votes should occur. There are four choices for voting on this proposal. You can choose whether future Say-on-Pay Votes should occur every “ONE YEAR,” “TWO YEARS,” or “THREE YEARS.” You may also “ABSTAIN” from voting. After considering the benefits and consequences of each alternative, our Board of Directors recommends that Say-on-Pay Votes shall be submitted to the stockholders every ONE YEAR. Our Board of Directors believes that this frequency is appropriate because compensation decisions are made annually and an annual advisory vote will allow our stockholders to provide more frequent and direct input on our overall compensation of our NEOs and our compensation philosophy, policies and practices. As an advisory approval, this proposal is not binding upon us or our Board of Directors. However, our Board of Directors values the opinions of our stockholders expressed through the vote on this proposal. Accordingly, our Board of Directors will consider the outcome of this vote in determining the frequency of future Say-on-Pay Votes. We will announce our decision on the frequency of future Say-on-Pay Votes in a Form 8-K filed with the SEC no later than 150 days after the Annual Meeting. Vote Required The alternative among “ONE YEAR,” “TWO YEARS,” or “THREE YEARS” that receives the highest number of votes cast at the Annual Meeting by stockholders entitled to vote thereon will be deemed to be the frequency preferred by our stockholders. Abstentions and “broker non-votes” will not have any effect on the outcome of this vote. You are being asked to vote on the frequency of future Say-on-Pay Votes. You may specify whether you prefer the vote to occur every one year, two years, or three years or you may abstain from voting. The Board of Directors unanimously recommends a vote for “ONE YEAR” as the frequency of future Say-on-Pay Votes. What am I voting on and how should I vote? 36 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.fa | Sequence: 2 CHKSUM Content: 2183 Layout: 40002 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| Compensation Discussion and Analysis The following compensation discussion and analysis of our executive compensation philosophy, objectives, and design, our compensation-setting process, the components of our executive compensation program, and the decisions made for compensation in respect of 2021 for our NEOs should be read together with the compensation tables and related disclosures set forth below. The discussion in this section contains forward-looking statements that are based on our current considerations and expectations relating to our executive compensation programs and philosophy. As our business and our needs evolve, the actual amount and form of compensation and the compensation programs that we adopt may differ materially from current or planned programs as summarized in this section. Objectives. Our 2021 executive compensation program was designed to achieve the following objectives: l Attract, retain, and motivate talented executive officers whose skills, experience, and performance are critical to achieve our short-term and long-term financial and strategic objectives; l Encourage our executive officers to reinforce our values; l Align compensation incentives with performance and stockholder value; l Reward our executive officers for their experience and performance and motivate them to achieve our long-term strategic goals; and l Ensure that our total compensation is fair, reasonable, and competitive. 2021 NEOs: Robert Reffkin Founder, Chairman, and Chief Executive Officer Kristen Ankerbrandt Chief Financial Officer Greg Hart Chief Product Officer Priyanka Singh Chief People Officer Neda Navab President, United States, Regional Operations
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Compensation Discussion and Analysis The following compensation discussion and analysis of our executive compensation philosophy, objectives, and design, our compensation-setting process, the components of our executive compensation program, and the decisions made for compensation in respect of 2022 for our named executive officers should be read together with the compensation tables and related disclosures set forth below. The discussion in this section contains forward-looking statements that are based on our current considerations and expectations relating to our executive compensation programs and philosophy. As our business and our needs evolve, the actual amount and form of compensation and the compensation programs that we adopt may differ materially from current or planned programs as summarized in this section.
| | | | | | | | | Compensation Philosophy, Objectives and Design Philosophy. Philosophy. We compete in highly dynamic and quickly changing real estate and technology markets and believe that in order for us to be successful in attracting and retaining an experienced executive team, we must have a robust executive compensation program that provides proper incentives to our executives while focusing on individual and overall company performance. We believe our executive compensation program will enable us to achieve our short-term and long-term strategic objectives, while creating sustainable long-term value for our stockholders that facilitate and support our growth. 37 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.fa | Sequence: 3 CHKSUM Content: 22495 Layout: 30271 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 | | 2022 NEOs: | |
Robert Reffkin Founder, Chairman, and Chief Executive Officer | | Kalani Reelitz Chief Financial Officer | | Greg Hart Chief Operating Officer | | Neda Navab President, United States, Regional Operations | | Danielle Wilkie President, Customer Success | | Kristen Ankerbrandt Former Chief Financial Officer | | | Joseph Sirosh Former Chief Technology Officer | | | Priyanka Singh Former Chief People Officer |
Objectives Our 2022 executive compensation program was designed to achieve the following objectives: ●Attract, retain, and motivate talented executive officers whose skills, experience, and performance are critical to achieve our short-term and long-term financial and strategic objectives; ●Encourage our executive officers to reinforce our values; ●Align compensation incentives with performance and stockholder value; ●Reward our executive officers for their experience and performance and motivate them to achieve our long-term strategic goals; and ●Ensure that our total compensation is fair, reasonable, and competitive. Design The Compensation Committee reviews our executive compensation program on an annual basis and seeks to align our executive compensation philosophy and program with those of leading U.S. publicly-traded real estate and technology companies while retaining a necessary measure of flexibility to help us achieve our long-term strategic goals and to
| Design. In 2021 and prior to our initial public offering (“IPO”), the components and structure of the compensation we offered to our executive officers varied based on the individual circumstances allowing us to build an executive team committed to execution of our short-term and long-term strategic objectives. Additionally, in determining the total compensation package for each executive officer, our Compensation Committee, with the assistance of its independent compensation consultant, Semler Brossy, considered compensation of executive officers at our peer companies. The total compensation package for our executive officers in 2021 consisted primarily of a combination of base salary, cash bonuses (in the form of sign-on and performance bonuses) and long-term incentives in the form of service-based and performance-based equity awards. Pre-IPO, our executive compensation program was weighted toward equity compensation, consisting of restricted stock units (“RSUs”) and stock options, as well as cash bonuses. In connection with our IPO, we changed our equity compensation structure to primarily grant RSUs and we only grant stock options if required under pre-IPO commitments or in other very limited circumstances. In 2021, we used base salaries to compensate executive officers for their day-to-day responsibilities at levels that we felt were necessary to attract and retain executive talent. However, we believe that placing a strong emphasis on equity compensation and performance cash bonuses linked to achievement of company and individual performance goals aligns with our entrepreneurial spirit and incentivizes our executive officers to maximize stockholder value by pursuing strategic opportunities that advance our mission. We expect that our need to attract and retain executive talent in competition with other leading publicly-traded real estate and technology companies will remain essential to our future success and may become more challenging over time. We regularly evaluate our executive compensation philosophy and program. The Compensation Committee reviews our executive compensation program on an annual basis and seeks to align our executive compensation philosophy and program with those of leading U.S. publicly-traded real estate and technology companies while retaining a necessary measure of flexibility to help us achieve our long-term strategic goals and to account for individual circumstances. As a result, the allocations among specific compensation elements may shift for our executive officers from time to time as we continue to assess the appropriate mix to align with our compensation philosophy but we intend to continue our emphasis on pay-for-performance and long-term incentive compensation. Changes to Executive Compensation Program for 2022. In late 2021 and early 2022, our Compensation Committee, together with its independent compensation consultant, Semler Brossy, reviewed and aligned our executive compensation program with those of leading U.S.-based publicly-traded real estate and technology companies, while retaining a necessary measure of flexibility to address appropriate individual circumstances. The 2022 executive compensation program is based on three principles: provide simple and transparent structure for executive compensation, tie executive compensation to a specific set of company performance metrics and reward individual performance. Specifically, the 2022 compensation program standardizes base salaries for all executive officers and provides for a new short-term incentive program, under which cash performance bonuses will be determined based on Adjusted EBITDA, individual and department results and an internal financial metric calculated by subtracting (i) commissions and other related expense (net of stock-based compensation expense) from (ii) revenue. Additional information about our 2022 executive compensation program, including 2022 performance goals and associated potential payout levels, will be provided in our
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account for individual circumstances. The 2022 executive compensation program is based on three principles: provide a simple and transparent structure for executive compensation, tie executive compensation to a specific set of Company performance metrics and reward individual performance. Specifically, the 2022 compensation program provided for (i) uniform base salaries for all executive officers except Mr. Reffkin who received a lower base salary, (ii) a new short-term incentive program, under which cash performance bonuses were determined based on adjusted EBITDA, individual and department results and an internal financial metric calculated by subtracting commissions and other related expense (net of stock-based compensation expense) from revenue, and (iii) long-term incentives in the form of service-based equity awards, primarily consisting of restricted stock units ("RSUs"). In 2022, we paid base salaries to compensate executive officers for their day-to-day responsibilities at levels that we felt were necessary to attract and retain executive talent. However, we believe that placing a strong emphasis on equity compensation and performance cash bonuses linked to achievement of Company and individual performance goals aligns with our entrepreneurial spirit and incentivizes our executive officers to maximize stockholder value by pursuing strategic opportunities that advance our mission. We expect that our need to attract and retain executive talent in competition with other leading publicly-traded real estate and technology companies will remain essential to our future success and may become more challenging over time. The allocations among specific compensation elements may shift for our executive officers from time to time as we continue to assess the appropriate mix to align with our compensation philosophy. However, we intend to continue to emphasize pay-for-performance and long-term incentive compensation. Components of 2022 NEO Compensation Our 2022 executive compensation program consisted primarily of base salaries, short-term cash incentives and long-term equity incentives. A summary of our key compensation components and the rationale for each component are set forth below. 
| Components of 2021 Neo Compensation Our 2021 executive compensation program consists primarily of base salaries, short-term cash incentives and long-term equity incentives. In order to promote long-term stockholder value creation and link compensation to our long-term strategic objectives, our primary focus is on long-term equity compensation. A summary of our key compensation components and the rationale for each component is set forth below. Objectives and
| | | | | | | | | | | | | | | | | | | | | Category | | | Form of Payment | Performance Period | Objectives and Determination Factors l | | | | | | | | | Salary | | | Cash | Ongoing | ●Compensates for day-to-day responsibilities l ●Based upon each executive’s skills, experience, performance, value in the marketplace and criticality of the role Ongoing | | | | | | | | | | | | | Short-Term
Incentive | | | Cash Salary l | One year | ●Drives achievement of key corporate performance goals and rewards for annual performance l ●Based upon each executive’s annual accomplishments and achievement of short-term strategic objectives One year Cash Short-Term | | | | | | | | | | | | | Long-Term
Incentive l | | | Performance and/or service-based RSUs | Vests quarterly or monthly over four years | •Encourages executives to achieve long- termlong-term strategic objectives and promote long-term stockholder value creation and alignment of executives’ and stockholders’ interests l •Based upon each executive’s role and individual contributions they make to achieving long-term strategic objectives Vests quarterly or monthly over four years Performance and service-based Restricted Stock Units (“RSUs”) Long Term Incentive 39 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.fa | Sequence: 5 CHKSUM Content: 8888 Layout: 1997 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 | | | | | | |
| Base salary.
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Base salary We provide base salary as a fixed source of compensation for our executive officers for their day-to-day responsibilities, allowing them a degree of certainty while having a significant portion of their compensation “at risk” in the form of short-term and long-term incentives, which are contingent on future performance. Our Compensation Committee recognizes the importance of base salaries as an element of compensation that can help attract and retain talented and experienced executive officers. In determining base salaries, the Compensation Committee, with input from members of our management, including our Chief Executive Officer, and our independent compensation consultant, considers market competitive base salaries, each executive officer’s role criticality relative to others at the Company, and any other factors deemed relevant by the Compensation Committee. Our Compensation Committee reviews base salaries of our executive officers periodically and makes adjustments as it deems appropriate. Base salaries for executive officers who directly report to our Chief Executive Officer were set uniformly at $450,000 for 2022. The purpose of uniform base salaries was to align the executive team’s base salary and target bonus opportunity, while differentiating total compensation with equity awards. Base salaries for Ms. Navab and Ms. Wilkie, who were not executive direct reports of the Chief Executive Officer in 2022, were determined based on market data for comparable roles. Our NEOs’ base salaries as of December 31, 2022 (or their last date of employment) were as follows: | | | | | | | | | | 2021 Base Salary | 2022 Base Salary | | NEO | ($) | ($) | | Robert Reffkin | 400,000 | 400,000 | | Kalani Reelitz | N/A | 450,000 | | Greg Hart | 400,000 | 450,000 | | Neda Navab | 310,000 | 375,000 | | Danielle Wilkie | 330,000 | 360,000 | | Kristen Ankerbrandt | 375,000 | 450,000 | | Joseph Sirosh | 450,000 | 450,000 | | Priyanka Singh | 350,000 | 450,000 |
Short-Term Incentives In 2022, our executive officers were eligible to earn annual cash bonuses based on individual and Company performance (“performance bonuses”). The amounts of the performance bonuses earned and the evaluation of Company and individual performance were determined by the independent directors of our Board of Directors upon recommendation of the Compensation Committee for our Chief Executive Officer and by our Compensation Committee, after consultation with our Chief Executive Officer, for our other executive officers. Each of Mr. Reffkin, Mr. Reelitz and Mr. Hart did not receive a cash performance bonus payout for 2022 as the performance targets were not met. However, the Board and Compensation Committee considered the significant and meaningful contributions of these executives during a year of considerable challenges and uncertainties for the Company and the real estate industry as a whole, and approved the following discretionary bonus awards in the form of RSUs in the amount of $175,000 to Mr. Hart and $50,000 to Mr. Reelitz, who joined the Company on November 15, 2022, each with quarterly vesting over one year, to be granted on or about April 24, 2023. Ms. Wilkie was not entitled to receive a performance bonus due to her separation from the Company prior to the date of payment, in addition to the performance targets not being met. Ms. Navab was awarded a performance bonus of $279,066, paid out 50% in cash and 50% in RSUs, based on her achievement of the following weighted combination of metrics: 41.7% of target tied to revenue retention, 16.65% of target tied to average minutes on our platform and 41.65% of target tied to personnel expense per agent.
Our NEOs’ performance bonuses for the fiscal year ending December 31, 2022 were as follows: | | | | | | | | | | 2022 Performance Bonus | | | NEO | Cash | Bonuses in the formForm of short-term and long-term incentives, which are contingent on future performance. Our Compensation Committee recognizes the importance of base salaries as an element of compensation that can help attract and retain talented and experienced executive officers. Base salaries for our executive officers, other than our Chief Executive Officer, were established primarily based on individual negotiations with the executive officers when they joined our company. In determining total compensation for our executive officers, we considered compensation opportunities that these executive officers were foregoing from their prior employers, each executive officer’s anticipated role criticality relative to others at our company, and the determination by our Compensation Committee or Board of Directors with input from members of our management, including our Chief Executive Officer, of the essential need to attract and retain these executive officers. Our Compensation Committee reviews base salaries of our executive officers periodically and makes adjustments as deemed appropriate. Our NEOs’ base salary rates as of December 31, 2021 were as follows: 2021 Base Salary NEO ($) RSUs | Robert Reffkin 400,000 Kristen Ankerbrandt 375,000 | - | - | | Kalani Reelitz | - | $50,000(1) | Greg Hart 400,000 Priyanka Singh* 350,000 | - | $175,000(1) | Neda Navab 310,000 * as of July 2021; see section entitled “2021 Summary Compensation Table” for additional information. Short-Term Incentives. In 2021, our executive officers were eligible to earn discretionary cash annual bonuses based on individual and company performance (“performance bonuses”). The amount of the bonus earned and the evaluation of company and individual performance were determined by our Board of Directors for our Chief Executive Officer and by our Compensation Committee, after consultation with our Chief Executive Officer and Chief People Officer, for our other executive officers taking into account individual performance and contributions to our performance. We set target annual bonus amounts for our executive officers at the time they joined our company. These target amounts were determined on an individual basis, based on individual negotiations with each executive officer and taking into consideration factors such as compensation opportunities that the executive officers were foregoing at prior employers, cash bonuses provided to executive officers at our peer companies and role criticality relative to others at our Company. Determinations were made by our Compensation Committee, with input from members of our management, including our Chief Executive Officer. 40 2022 PROXY STATEMENT Toppan Merrill | $139,533(2) | $139,533(1)(2) | | Danielle Wilkie | - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.fa | Sequence: 6 CHKSUM Content: 19742 Layout: 29093 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 | - |
(1) RSUs to be granted on or about April 24, 2023. The number of shares underlying the RSUs will be calculated based on the 30 trading-day trailing average closing price of the Company's Class A common stock ending on March 15, 2023, which was $3.6997. Amounts have not yet been calculated in accordance with FASB ASC Topic 718, as awards have not been granted yet and all components of the grant date fair value are not yet known. (2) Ms. Navab was awarded a total of $279,066 from her performance plan, 50% in cash and 50% in RSUs.
Additionally, from time to time, we provide special cash sign-on and retention bonuses to attract talented and experienced executive officers. We have provided sign-on bonuses based on individual negotiations which reflect, in large part, compensation opportunities that these executive officers were foregoing from their prior employers, the executive officer’s anticipated role criticality relative to others at our Company, and the determination by our Compensation Committee, and members of our management, including our Chief Executive Officer, of the need to attract and retain these executive officers. Mr. Reelitz received a one-time award of 1,600,000 RSUs and a one-time award of 80,000 RSUs when he joined the Company in November 2022. Mr. Hart received a two year cash sign-on bonus in the aggregate amount of $2,900,000 per year, payable quarterly, which was partially designed to offset compensation Mr. Hart forfeited from his previous employer when he joined the Company in 2020. Long-Term Incentives We use equity incentives as a key component of our total compensation package for our executive officers and the primary vehicle for their long-term incentives. Equity awards are designed to encourage high performance by, and long-term tenure of, executive officers, thereby aligning executive officers’ interests with the interests of our stockholders. Consistent with our compensation objectives, we believe this approach has allowed us to attract and retain experienced and talented executive officers, align our executive officers’ incentives with the long-term interests of our Company and our stockholders, and focus our executive officers on achieving our financial and strategic objectives. In determining the form, size, material terms, and frequency of executive equity awards in 2022, our Compensation Committee considered, among other things, the criticality of each executive officer’s role relative to others at our Company, Company and individual performance, the remaining unvested equity from the previously granted equity awards, and the need to retain each of these executive officers.
| Our NEOs’ performance bonuses for the fiscal year ending December 31, 2021 were as follows: 2021 Performance Bonus NEO ($) Robert Reffkin 130,000 Kristen Ankerbrandt 175,000 Greg Hart 200,000 Priyanka Singh 140,548 Neda Navab 291,274 Additionally, as part of our short-term incentive program, from time to time, we provide special cash sign-on and retention bonuses to attract talented and experienced executive officers. We have provided sign-on bonuses based on individual negotiations which reflect, in large part, compensation opportunities that these executive officers were foregoing from their prior employers, the executive officer’s anticipated role criticality relative to others at our company, and the determination by our Compensation Committee, and members of our management, including our Chief Executive Officer, of the essential need to attract and retain these executive officers. For example, Greg Hart, our Chief Product Officer, received a two year cash sign-on bonus in the amount of $1,450,000 paid in 2020 and $2,900,000 paid in 2021, which was partially designed to offset compensation that he forfeited from his previous employer when he joined our company in 2020. Long-Term Incentives. We use equity incentives as a key component of our total compensation package for our executive officers, and the primary vehicle for their long-term incentives. Equity awards are designed to encourage high performance by and long-term tenure for executive officers, thereby aligning executive officers’ interests with the interests of our stockholders. Consistent with our compensation objectives, we believe this approach has allowed us to attract and retain experienced and talented executive officers, aligned our executive officers’ incentives with the long- term interests of our company and our stockholders, and focused our executive officers on achieving our financial and strategic objectives. In determining the form, size, material terms, and frequency of executive equity awards in 2021, our Compensation Committee considered, among other things, the criticality of each executive officer’s role relative to others at our company, company and individual performance, and the remaining unvested equity from the previously granted equity awards, and the need to retain each of these executive officers. For example, Ms. Singh received a sign on equity award of 113,430 RSUs when she joined us in 2021 and a promotion equity award of 43,053 RSUs when she was later promoted to Deputy Chief People Officer. Similarly, Ms. Navab received an equity award of 145,000 RSUs in connection with her assuming the role of President, East Region. 41 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.fa | Sequence: 7 CHKSUM Content: 3485 Layout: 27626 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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Equity awards granted to our NEOs during the fiscal year ending December 31, 2022 were as follows: 
| Equity awards granted to our NEOs during the fiscal year ending December 31, 2021 were as follows: 2021 Equity Awards*
| | | | | | | | | | | | | | RSUs Granted | | NEO | Type of Award | Grant Date (#) | (# of shares) | Robert Reffkin Performance-based RSU** 1/25/2021 8,611,810 | — | — | — | | Kalani Reelitz | RSU | 12/27/2022 | 1,600,000 | | RSU | 12/27/2022 | 80,000 | | Greg Hart | RSU | 3/28/2022 | 204,702 | | RSU | 8/10/2022 | 145,385 | | Neda Navab | RSU | 2/23/2022 | 241,050 | | Danielle Wilkie | RSU | 2/23/2022 | 120,525 | | RSU | 3/28/2022 | 1,705 | Kristen Ankerbrandt — — — Greg Hart — — — | RSU | 3/28/2022 | 68,234 | | RSU | 3/28/2022 | 85,292 | | Joseph Sirosh | RSU | 3/28/2022 | 136,468 | Priyanka Singh Service-based | RSU | 3/5/2021 113,430 Service-based RSU 12/29/2021 43,053 Neda Navab Service-based RSU 2/10/2021 145,000 * in number of shares underlying each RSU award ** see section entitled “2021 CEO Performance Award” below for additional information 2021 CEO Performance Award. Prior to our IPO, our Compensation Committee, after consultation with its independent compensation consultant, Semler Brossy, and review of Mr. Reffkin’s pre-existing equity awards, including both service- based and performance-based awards, determined that it would be in the best interests of our stockholders that we grant a performance-based equity award with vesting terms that incentivize Mr. Reffkin to execute on our long-term strategic objectives. In January 2021, the Compensation Committee approved a performance-based RSU award of 8,611,810 shares of Class A common stock to Mr. Reffkin with a structure similar to his performance-based award granted in 2020. We refer to this award as the “2021 CEO Performance Award.” The Compensation Committee believed that the structure of the 2021 CEO Performance Award achieves three goals: (i) provides performance-based compensation, (ii) closely aligns interests of the stockholders and Mr. Reffkin in stock value creation and (iii) promotes long-term retention. The 2021 CEO Performance Award is comprised of eight tranches, with each tranche vesting upon achievement of certain pre-established per share stock price targets (the “price per share targets”). The price per share targets were calculated based on the price per share that our stockholders paid for the Series G preferred stock in our last round of pre-IPO fundraising, which was $15.43 per share (the “reference price”) after accounting for the stock split. The achievement of the price per share targets is determined based on the arithmetic average of the volume-weighted average trading price of our Class A common stock measured over any consecutive 30-day period. We refer to this vesting requirement as the “performance-based vesting condition.” 42 28/2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.fa | Sequence: 8 CHKSUM Content: 54010 Layout: 29093 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 | 68,234 |
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Annual Equity Award Refresh Program In 2022, Compass updated its annual refresh approach to equity awards to reduce the impact of stock volatility on the Company’s equity plan reserve. Rather than granting RSU awards that vest in equal installments over a four-year period, the Company committed to grant RSU awards vesting quarterly over one year following the relevant grant date, to be followed by equivalent grants in years 2, 3 and 4. Compass retained the right to settle these award commitments in either RSUs or cash at its discretion, giving the Company additional flexibility with respect to shares available for issuance under its equity plan. In 2022, all of our current NEOs received RSUs under the annual equity award refresh program, except Mr. Reffkin who previously agreed not to receive any additional equity awards during his service to the Company through December 31, 2027. The first of four RSU grants under the 2022 equity award refresh program was granted on March 28, 2022. The details of the equity award refresh grants are described below in the 2022 Grants of Plan-Based Awards Table.
Welfare and Other Benefits We provide health, dental, vision, life, and disability insurance benefits to our executive officers, on the same terms and conditions as provided to all other eligible U.S. employees. Our executive officers may also participate in our broad-based 401(k) plan, which currently does not include a company match or discretionary contribution. We believe these benefits are consistent with the broad-based employee benefits provided at the companies with whom we compete for talent. We believe that the benefits and perquisites described herein are consistent with our overall executive compensation program, enable us to attract and retain talented and experienced executive officers, and provide competitive compensation packages to our NEOs. Our Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to our NEOs. Based on these periodic reviews, perquisites may be awarded or adjusted on an individual basis.
| The below table sets forth the payout schedule based upon the achievement of each price per share target: Number of RSUs % of the Award Price Per Share Target Eligible to Vest Eligible to Vest Tranche ($) (#) (%) 1 - 150% of reference price 23.14 1,076,470 12.5 2 - 200% of reference price 30.85 1,076,480 12.5 3 - 250% of reference price 38.57 1,076,470 12.5 4 - 300% of reference price 46.28 1,076,480 12.5 5 - 350% of reference price 53.99 1,076,480 12.5 6 - 400% of reference price 61.71 1,076,470 12.5 7 - 450% of reference price 69.42 1,076,480 12.5 8 - 500% of reference price 77.13 1,076,480 12.5 Additionally, the 2021 CEO Performance Award will vest only after a minimum service requirement of 36-months from January 1, 2021 is met. We refer to this vesting requirement as the “service-based vesting condition.” Once both the performance-based and service-based vesting conditions are met, the RSUs will vest and be settled into shares of Class A common stock. While the shares will be available to Mr. Reffkin immediately after settlement, under the terms of the 2021 CEO Performance Award, he will only be able to sell them after satisfying the 12-month holding period. Accordingly, January 1, 2025 is the earliest day that Mr. Reffkin will be able to recognize any economic value from the 2021 CEO Performance Award (assuming his continuous service and achievement of at least one price per share target prior to January 1, 2024). Additionally, in order for all RSUs to vest and be settled and for Mr. Reffkin to realize the full economic value of the award, all price per share targets must be achieved. Pursuant to the applicable SEC rules, the value of the 2021 CEO Performance Award disclosed in the section entitled “2021 Summary Compensation Table” below is calculated as of the grant date in accordance with Financial Accounting Board Accounting Standards Codification Topic 718 (“ASC 718”) and does not reflect the actual economic value realized by Mr. Reffkin in 2021. It is currently expected that Mr. Reffkin will not receive any additional equity awards until December 31, 2027. 43 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.fa | Sequence: 9 CHKSUM Content: 34673 Layout: 100 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
| | | | | | | | | | | | 36 | 2023 PROXY STATEMENT | | |
Our Compensation Best Practices The Compensation Committee seeks to ensure sound executive compensation practices to adhere to our philosophy while appropriately managing risk and aligning our compensation programs with long-term stockholder interests. The following summarizes our executive compensation and policies and practices: 
| Our Compensation Best Practices The Compensation Committee seeks to ensure sound executive compensation practices to adhere to our philosophy while appropriately managing risk and aligning our compensation programs with long-term stockholder interests. The following summarizes our executive compensation and policies and practices:
| | | | | | | | | | | | | WHAT WE DO l | | | | | ●Maintain an Independent Compensation Committee and Compensation Consultant. Our Compensation Committee iscomprised solely of independent directors. Additionally, our Compensation Committee has engaged its own compensation consultant, Semler Brossy Consulting Group, LLC, to provide information, analysis, and other advice on executive compensation independent of management. l ●Annual Executive Compensation Review. Our Compensation Committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our executive compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on our company. l ●Pay for Performance. We emphasize a pay-for-performance philosophy, to align the long-term interests of our executive officers with those of our stockholders. A substantial portion of total compensation for our executive officers is “at“at risk” in the form of cash bonus and equity. The cash bonus is intended to recognize and incentivize achievement of short-term strategic objectives while the equity awards foster achievement of long-term strategic objectives. l ●Succession Planning.Planning. We periodically review the risks associated with our key executive officer positions to ensure adequate succession plans are in place. |
| | | | | | | | | | | | | | WHAT WE DO NOT DO l | | | | | ●No “Single-Trigger” Change in Control Severance Payments or Benefits. We do not provide “single- trigger”“single-trigger” change in control severance payments or benefits to our NEOs. l ●No Retirement Plans Specific to Executives. We do not offer defined benefit pension plans or any non- qualifiednon-qualified deferred compensation plans or arrangements to our NEOs other than the plans and arrangements that are available to all employees. Our NEOs are eligible to participate in our 401(k) Plan on the same basis as our other employees. l ●No Change in Control Gross Ups. We do not have any agreements that provide reimbursement or gross-ups for excise taxes on payments or benefits received as a result of a change in control. l ●No Hedging of our Equity Securities. Our insider trading policy prohibits our employees, including our executive officers, and our directors from hedging our securities. 44 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.fa | Sequence: 10 CHKSUM Content: 13363 Layout: 18070 Graphics: 59069 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: ~note-color 2, Black, PANTONE 318 U GRAPHICS: X_icon_k.eps, Check_Mark_k.eps V1.5 |
| How Our Compensation is Determined
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How Our Compensation is Determined | | | | | | | | | | | | | | | | Role of management. In setting compensation, our Chief Executive OfficerManagement | | | Evaluate and Chief People Officer work closely with the independent compensation consultant, Semler Brossy, and adviserecommend to the Compensation Committee on our executive officers’ compensation. Their activities include reviewing and recommending salary, equity awards and bonuses, and other compensation, recommending performance goals and objectives, and negotiating new hire packages and executive agreements. Additionally, our management gathers and reviews market and operating data prior to making their recommendations to(other than the Compensation Committee. From time to time, members of our management, including our Chief Executive Officer and Chief People Officer, attend meetings (or portions of meetings) of our Compensation Committee to present information and answer questions. Officer) compensation | | | | | | | | | Role of our Compensation Committee. Our Compensation Committee with appropriate input from other members of | | | Oversee our Board of Directors, and members of our management,executive compensation program, including our Chief Executive Officer and Chief People Officer, has been responsible for generally overseeing the determination of the individual and companyCompany goals and objectives applicable to the compensation of our executive officers, recommendations and the activities of our executive compensation program, including making recommendationsapprovals as to the form and amount of executive compensation to be paid or awarded to all of our executive officers (including our Chief Executive Officer), and approving the form and amount of such compensation as well as entering into offer letters with all of our executive officers (other than our Chief Executive Officer, whose compensation is determined and approved by the full Board of Directors upon the Compensation Committee’s recommendation). Additionally, our Compensation Committee has oversight of decisions regarding specific equity-based compensation plans, programs, and grants, as well as cash-based compensation plans and agreements for our executive officers. Our Compensation Committee considers a combination of the following factors when reviewing and approving executive compensation: l individual negotiations with executive officers, particularly in connection with their initial compensation package and changes to compensation packages, including past or future compensation opportunities; Evaluate and recommend to the Compensation Committee our executive officers’ (other than the Chief Executive Officer) compensation Role of Management Oversee (i) the determination of the individual and Company goals and objectives applicable to the compensation of our executive officers and (ii) the activities of our executive compensation program, including making recommendations as to the form and amount of compensation to be paid or awarded to all of our executive officers (including our Chief Executive Officer), and approving the form and amount of such compensation as well as entering into offer letters with all of our executive officers other than our Chief Executive Officer, whose compensation is determined by the full Board of Directors upon the Compensation Committee’s recommendation | | | | | | | | | Role of Compensation Committee Consultant | | | Advise the Compensation Committee with respect to (i) executive compensation, (ii) negotiation of new hire packages, (iii) trends in executive compensation market, and (iv) the design and operation of the executive compensation program. program | | | | | | | | | Role of Compensation Consultant Peer Group | | | Allows for benchmarking executive officer compensation against our peer group and provides a meaningful input to our compensation policies and practices in order for us to remain competitive Role of Peer |
Role of management In setting compensation, our Chief Executive Officer and Head of Human Resources work closely with our independent compensation consultant, Semler Brossy, to present information to the Compensation Committee in connection with its review of our executive officers’ compensation. Their activities include reviewing and recommending salary, equity awards and bonuses, and other compensation, recommending performance goals and objectives, and negotiating new hire packages and executive agreements. Additionally, our management gathers and reviews market and operating data prior to making their recommendations to the Compensation Committee. From time to time, members of our management, including our Chief Executive Officer and Head of Human Resources, attend meetings (or portions of meetings) of our Compensation Committee to present information and answer questions. Role of our Compensation Committee Our Compensation Committee, with appropriate input from other members of our Board of Directors and members of our management, including our Chief Executive Officer and Head of Human Resources, oversees the determination of individual and Company goals and objectives applicable to the compensation of our executive officers and the activities of our executive compensation program, including making recommendations as to the form and amount of compensation to be paid or awarded to all of our executive officers (including our Chief Executive Officer), and approving the form and amount of such compensation as well as entering into offer letters with all of our executive officers (other than our Chief Executive Officer, whose compensation is determined and approved by the full Board of Directors upon the Compensation Committee’s recommendation). Additionally, our Compensation Committee has oversight of decisions regarding specific equity-based compensation plans, programs, and grants, as well as cash-based compensation plans and agreements for our executive officers. Our Compensation Committeeconsiders a combination of the following factors when reviewing and approving executive compensation: ●beginning in 2022, uniform base salaries and bonus targets for executives reporting to the CEO to foster an environment of teamwork and collaboration, with individual incentives primarily in the form of equity grants;
●individual negotiations with executive officers, particularly in connection with their initial compensation package and changes to compensation packages, including accounting for past or future compensation opportunities; ●Company and individual performance, as we believe this motivates our executive officers to achieve our financial and strategic objectives and aligns their interests with those of our stockholders; ●criticality of each executive officer’s role to the Company; and ●recommendations of members of management, including our Chief Executive Officer and Head of Human Resources. Role of compensation consultants The independent compensation consultant advises the Compensation Committee with respect to executive compensation, negotiation of new hire packages, trends in the executive compensation market, and design and operation of the executive compensation program. Semler Brossy reports directly to the Compensation Committee and may also meet with members of management for purposes of gathering information on proposals that management may make to the Compensation Committee. The Compensation Committee has considered the independence of Semler Brossy, consistent with the requirements of NYSE, and has determined that Semler Brossy is independent. Semler Brossy does not provide any services to us other than the services provided to the Compensation Committee. Role of peer group Periodically, our Compensation Committee reviews the selection of companies in our peer group for purposes of benchmarking executive officer compensation programs. While our Compensation Committee does not establish compensation levels solely based on a review of competitive data, it believes such data is a meaningful input to our compensation policies and practices in order to attract and retain qualified executive officers. Our 2022 compensation peer group is made up of the real estate and technology companies that comprised our 2021 compensation peer group with the exception of Slack Technologies which was acquired by Salesforce, Inc. as of July 21, 2021, and RealPage, which was taken private as of April 22, 2021. In deciding whether a company should be included in our compensation peer group, the Compensation Committee generally considers the following screening criteria: •revenue; •EBITDA; •market capitalization; •line of business; and •whether we compete with the Company for executive talent. Each member of the compensation peer group was chosen based on one or more of the factors listed above, but not all factors were relevant for every peer company. While some of the compensation peer group members may be significantly larger than Compass in terms of revenue or market capitalization, the Compensation Committee has determined that such companies should be included in the peer group primarily because we compete with them for talent. Our compensation peer group for 2022 was comprised of the below real estate and technology companies: | | | | | | | | | | | | | | | | | Black Knight | | Elastic N.V. | Palo Alto Networks | | Blackbaud | | Envestnet | Redfin | | CDK Global | (1) | Euronet Worldwide | SS&C Technologies Holdings | | Datadog | | Guidewire Software | Yelp | | Dropbox | | GoDaddy | Zillow Group 45 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.fa | Sequence: 11 CHKSUM Content: 38740 Layout: 52805 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 | | 1) CDK Global was acquired by Brookfield Business Partners in 2022 and taken private. |
| l company and individual performance, as we believe this motivates our executive officers to achieve our financial and strategic objectives and aligns their interests with those of our stockholders; l criticality of each executive officer’s role to us; and l recommendations of members of management, including our Chief Executive Officer and Chief People Officer. Role of compensation consultants. The Compensation Committee has retained Semler Brossy as its independent executive compensation consulting firm. Semler Brossy advises the Compensation Committee with respect to executive compensation, negotiation of new hire packages, trends in the executive compensation market, and design and operation of the executive compensation program. Semler Brossy reports directly to the Compensation Committee, although may meet with members of management for purposes of gathering information on proposals that management may make to the Compensation Committee. The Compensation Committee has considered the independence of Semler Brossy, consistent with the requirements of NYSE, and has determined that Semler Brossy is independent. Semler Brossy does not provide any services to us other than the services provided to the Compensation Committee. Role of peer group. Periodically, our Compensation Committee reviews the selection of companies in our peer group for purposes of benchmarking executive officer compensation programs. While our Compensation Committee does not establish compensation levels solely based on a review of competitive data, it believes such data is a meaningful input to our compensation policies and practices in order to attract and retain qualified executive officers. Our compensation peer group for 2021 was comprised of the below real estate and technology companies: 2021 Peer Group Black Knight Envestnet Redfin Blackbaud Euronet Worldwide Slack Technologies CDK Global Guidewire Software SS&C Technologies Holdings Datadog GoDaddy Yelp Dropbox Palo Alto Networks Zillow Group Elastic N.V. RealPage Risk Assessment of Compensation Programs. Our management team and the Compensation Committee each play a role in evaluating and mitigating any risk that may exist relating to our compensation plans, practices and policies for all employees, including our NEOs. Semler Brossy, on behalf of the Compensation Committee, performs an assessment, in conjunction with management, of our compensation plans and practices to determine whether our compensation programs create risks that are reasonably likely to have a material adverse effect on our company. Other Compensation Practices and Policies Offer Letters and Severance and Change in Control Arrangements. The terms and conditions of employment for each of our NEOs are set forth in compensation and offer letters. For a summary of the material terms and conditions of these executive agreements, see the section entitled “—Offer Letters” below. For a summary of the material terms and conditions of the severance and change in control arrangements in effect as of December 31, 2021, see the section entitled “—Potential Payments upon Termination or Change in Control” below. Welfare and other benefits. We provide health, dental, vision, life, and disability insurance benefits to our executive officers, on the same terms and conditions as provided to all other eligible U.S. employees. Our executive officers may also participate in our broad-based 401(k) plan, which currently does not include a company match or discretionary contribution. We believe these benefits are consistent with the broad-based employee benefits provided at the companies with whom we compete for talent and therefore are important for attracting and retaining talented and experienced executive officers. 46 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.fa | Sequence: 12 CHKSUM Content: 8471 Layout: 63770 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| In addition to the employee benefits described above, we have provided certain of our NEOs with reimbursement of legal expenses and certain fees for a regulatory filing made pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR filing fee”). We believe that the benefits and perquisites described above are consistent with our overall executive compensation program, enable us to attract and retain talented and experienced executive officers, and provide competitive compensation packages to our NEOs. We detail the values of legal expenses and HSR filing fee reimbursement in the section entitled “2021 Summary Compensation Table”. Our Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to our NEOs. Based on these periodic reviews, perquisites may be awarded or adjusted on an individual basis. Hedging prohibitions and pledging policies. Our insider trading policy, which prohibits, among other things, our employees, including executive officers, and directors, from making short sales and engaging in hedging or monetization transactions involving our securities, whether such securities are granted as compensation or are held, directly or indirectly, by the employee or director. In addition, our insider trading policy prohibits our employees, including executive officers, and directors from pledging our securities as collateral absent previous approval by our general counsel, which shall only be granted in accordance with our pledging guidelines. Our pledging guidelines prohibit pledges of our securities as collateral for “purpose” based margin loans and restrict pledges for other loans. Under our pledging guidelines, our general counsel is allowed to approve pledges of our securities by executive officers only when a loan does not exceed $20 million and pledged securities do not exceed 20% of all outstanding securities held by the pledging executive officer. Exchange Act Rule 10b5-1 Plans. Our executive officers and non-employee directors may only transact in our securities pursuant to written plans, known as “Rule 10b5-1 plans,” in which they contract with a broker to buy or sell shares of our Class A common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the executive officer or non-employee director when entering into the plan, without further direction from them. Accelerated Vesting. We have approved accelerated vesting provisions for certain RSU and stock option grants to certain executive officers upon an involuntary termination of those executive officers’ employment in connection with a change in control (each “involuntary termination” and “change in control” as defined in the section entitled “Potential Payments Upon Termination or Change in Control”). We believe these accelerated vesting provisions reflect current market practices, based on the collective knowledge and experiences of our Compensation Committee members and of its compensation consultants, Semler Brossy, and allow us to attract and retain talented and experienced executive officers. We also believe that these accelerated vesting provisions will allow our executive officers, including our NEOs, to focus their attention on the business operations of our company in the face of the potentially disruptive impact of a rumored or actual change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security, and to allow for a smooth transition in the event of a Change in Control. Additional information regarding accelerated vesting in connection with a Change in Control is discussed below in the section entitled “Potential Payments Upon Termination or Change in Control.” Tax and Accounting Considerations. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally disallows public companies a tax deduction for federal income tax purposes of remuneration in excess of $1 million paid to their principal executive officer, principal financial officer, and certain other current and former executive officers. Recent changes to Section 162(m) in connection with the passage of the Tax Cuts and Jobs Act of 2017 repealed exceptions to the deductibility limit that were previously available for “qualified performance-based compensation,” including stock option grants, effective for taxable years after December 31, 2017. As a result, any compensation paid to certain of our executive officers in excess of $1 million will be non-deductible unless it qualifies for transition relief afforded to compensation payable pursuant to certain binding arrangements in effect on November 2, 2017. The Compensation Committee has not in past years taken the deductibility limit imposed by Section 162(m) into 47 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.fa | Sequence: 13 CHKSUM Content: 52399 Layout: 63236 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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Risk Assessment of Compensation ProgramsOur management team and the Compensation Committee each play a role in evaluating and mitigating the risks that may exist relating to our compensation plans, practices and policies for employees, including our NEOs. Risk mitigation practices include but are not limited to, thresholds and caps for cash incentive programs, clawback provisions, and the use of equity compensation to align executive performance with long-term value creation for our stockholders. Other Compensation Practices and Policies 
| consideration in setting compensation for our executive officers. The Compensation Committee will continue to monitor the issue of deductibility of executive compensation and make adjustments to our executive compensation program to maximize the deductibility of our executive compensation to the extent that it believes such result is consistent with the objectives of individual compensation elements and the best interests of us and our stockholders. Sections 280G and 4999 of the Code provide that executive officers who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company or a successor may forfeit a deduction on the amounts subject to this additional tax. None of our executive officers, including our NEOs, are entitled to “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999. Our Compensation Committee considers accounting implications when designing compensation plans and arrangements for our executive officers and other employees. Chief among these is FASB ASC Topic 718 (“ASC 718”), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables set forth in this proxy statement, even though recipients may never realize any value from their equity awards. 48 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.fa | Sequence: 14 CHKSUM Content: 32907 Layout: 47804 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: ~note-color 2, Black GRAPHICS: none V1.5
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Hedging prohibitions and pledging policiesOur insider trading policy prohibits, among other things, our employees, including executive officers, and directors, from making short sales and engaging in hedging or monetization transactions involving our securities, whether such securities are granted as compensation or are held, directly or indirectly, by the employee or director. In addition, our insider trading policy prohibits our employees, including executive officers, and directors from pledging our securities as collateral absent previous approval by our general counsel, which shall only be granted in accordance with our pledging guidelines. Our pledging guidelines prohibit pledges of our securities as collateral for “purpose” based margin loans and restrict pledges for other loans. Under our pledging guidelines, our General Counsel is authorized to approve pledges of our securities by executive officers only when a loan does not exceed $20 million and pledged securities do not exceed 20% of all outstanding securities held by the pledging executive officer. 
| Compensation Committee Report The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on its review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our 2021 Annual Report on Form 10-K. Respectfully submitted by the members of the Compensation Committee: Pamela Thomas-Graham (Chair) Jeffrey Housenbold Frank Martel The information contained in the preceding Compensation Committee Report shall not be deemed to be soliciting material or to be filed with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company, specifically incorporates it by reference in such filing. 49 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ga | Sequence: 1 CHKSUM Content: 21352 Layout: 44004 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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Tax and Accounting ConsiderationsSection 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) generally disallows public companies a tax deduction for federal income tax purposes of remuneration in excess of $1 million paid to their principal executive officer, principal financial officer, and certain other current and former executive officers. Recent changes to Section 162(m) in connection with the passage of the Tax Cuts and Jobs Act of 2017 repealed exceptions to the deductibility limit that were previously available for “qualified performance-based compensation,” including stock option grants, effective for taxable years after December 31, 2017. As a result, any compensation paid to certain of our executive officers in excess of $1 million will be non-deductible unless it qualifies for transition relief afforded to compensation payable pursuant to certain binding arrangements in effect on November 2, 2017. The Compensation Committee has not in past years taken the deductibility limit imposed by Section 162(m) into consideration in setting compensation for our executive officers. The Compensation Committee will continue to monitor the issue of deductibility of executive compensation and make adjustments to our executive compensation program to maximize the deductibility of our executive compensation to the extent that it believes such result is consistent with the objectives of individual compensation elements and the best interests of us and our stockholders. 
| Compensation Tables 2021 Summary Compensation Table The following table sets forth information regarding the compensation of our NEOs for the years ended December 31, 2020 and December 31, 2021: Stock Option All Other Name and Salary Bonus Awards Awards Compensation Total Principal Position Year ($) ($) ($)(1) ($)(1) ($) ($) Robert Reffkin 2021 400,000 130,000(2) 89,151,583(3) — 201,486(4) 89,883,069 Chief Executive Officer 2020 126,350(5) — 68,856,803(3) — 348,650(6) 69,331,803 Kristen Ankerbrandt 2021 375,000 175,000(7) — — — 550,000 Chief Financial Officer 2020 320,312(8) 2,175,000(9) 7,621,406 — — 10,116,718 Greg Hart 2021 400,000 3,100,000(10) — — — 3,500,000 Chief Product Officer 2020 237,879(11) 1,450,000(12) 7,018,676 4,947,764 — 13,654,319 Priyanka Singh 2021 265,770(13) 290,548(14) 2,279,953 — — 2,836,271 Chief People Officer Neda Navab 2021 310,000 297,274(15) 2,277,950 — — 2,885,224 President, US, Regional Operations 1.) Important Note: The amounts in this column do not reflect the actual economic value realized by each NEO. In accordance with SEC rules, the amounts reported in this column represent the value of shares underlying stock and option awards, calculated in accordance with ASC 718. For additional information, see Notes 2 and 13 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 28, 2022 (the “Annual Report”). The assumptions used in calculating the value of the stock and option awards are set forth in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Estimates and Policies—Stock-Based Compensation” in the Annual Report. 2.) The amount reflects a discretionary performance bonus paid for the FY 2021 performance. 3.) The amount includes the value of the 2021 CEO Performance Award, which was valued using a Monte Carlo simulation. This valuation method considers our stock price and a number of assumptions including the expected volatility, expected dividend yield and the risk-free interest rate. For additional information, refer to the section entitled “Compensation Discussion and Analysis—Components of 2021 NEO Compensation—2021 CEO Performance Award.” It is currently expected that Mr. Reffkin will not receive any additional equity awards until December 31, 2027. 4.) The amount reflects (i) a payment for the HSR filing fee in the amount of $125,000, which was made by us on behalf of Mr. Reffkin and (ii) the gross-up of that filing fee in the amount of $76,486 to defray the tax effects of such payment. As a result, $201,486 was imputed as income to Mr. Reffkin. 5.) The amount reflects a paid salary of (i) $62,500 for the period of January 1, 2020 to March 15, 2020, (ii) $0 for the period of March 16, 2020 to July 31, 2020, and (iii) $63,850 from August 1, 2020 to December 31, 2020. 6.) The amount reflects the aggregate amount of payments made by us on behalf of Mr. Reffkin for certain legal expenses. Such amount reflects a $75,000 legal allowance. The remaining payments were offset by foregone salary in 2020 as set forth in footnote (5) above. 7.) The amount reflects a discretionary performance bonus paid for the FY 2021 performance. 8.) The amount reflects an annual salary rate of (i) $375,000 for the period from January 1, 2020 to March 31, 2020, (ii) $281,250 for the period of April 1, 2020 to April 30, 2020, (iii) $187,500 for the period of May 1, 2020 to July 31, 2020, and (iv) $375,000 from the period from August 1, 2020 to December 31, 2020. 9.) The amount reflects (i) a retention bonus in the amount of $2,000,000 following Ms. Ankerbrandt’s 2-year anniversary pursuant to a provision in her original employment agreement and (ii) a discretionary performance bonus in the amount of $175,000 paid for the FY 2020 performance. Per the provision in her original employment agreement, the exercise price of 463,850 options to purchase Compass stock was automatically adjusted from $5.16 to $9.48 at the time of the payment of the $2,000,000 retention bonus. 10.) The amount reflects (i) a sign-on bonus in the aggregate amount of $2,900,000 (designed to partially offset compensation he forfeited from his previous employer when joining us in 2020) and (ii) a discretionary performance bonus in the amount of $200,000 paid for the FY 2021 performance. 11.) The amount reflects an annual salary rate of (i) $400,000 for the period from April 13, 2020 to May 15, 2020, (ii) $200,000 for the period of May 16, 2020 to August 15, 2020, and (iii) $400,000 for the period from August 16, 2020 to December 31, 2020. 50 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ga | Sequence: 2 CHKSUM Content: 44545 Layout: 5928 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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Sections 280G and 4999 of the Code provide that executive officers who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company or a successor may forfeit a deduction on the amounts subject to this additional tax. None of our executive officers, including our NEOs, are entitled to “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999.
| 12.) The amount reflects a sign-on bonus in the aggregate amount of $1,450,000 (designed to partially offset compensation he forfeited from his previous employer when joining us in 2020). 13.) The amount reflects an annual salary rate of (i) $290,000 for the period from February 15, 2021 to July 28, 2021 and (ii) $350,000 for the period from July 29, 2021 to December 31, 2021. 14.) The amount reflects (i) a sign-on bonus in the amount of $150,000 and (ii) a discretionary performance bonus in the amount of $140,548 paid for the FY 2021 performance. 15.) The amount reflects (i) a referral bonus in the amount of $6,000 and (ii) a discretionary performance bonus in the amount of $291,274 paid for the FY 2021 performance. 2021 Grants of Plan-Based Awards Table The following table shows all plan-based awards granted to our NEOs during the year ended December 31, 2021: All Other Grant Date Stock Awards: Fair Value of Number of Stock and Shares of Stock or Units Option Awards(2) Name Type of Award Grant Date(1) (#) ($) Robert Reffkin Performance-based RSU 1/25/2021(3) 8,611,810 89,151,583 Kristen Ankerbrandt — — — — Greg Hart — — — — Priyanka Singh Service-based RSU 3/5/2021(3) 113,430 1,901,087 Service-based RSU 12/29/2021(4) 43,053 378,866 Neda Navab Service-based RSU 2/10/2021(3) 145,000 2,277,950 1.) The vesting schedule applicable to each award is set forth in the “—Outstanding Equity Awards” table below. 2.) Important Note: The amounts reported in this column do not reflect the actual economic value realized by each NEO. In accordance with SEC rules, the amounts reported in this column represent the value of shares underlying stock awards, calculated in accordance with ASC 718. For additional information, see Notes 2 and 13 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 28, 2022 (the “Annual Report”). The assumptions used in calculating the value of the stock awards reported in this table are set forth in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates and Policies—Stock-Based Compensation” in the Annual Report. 3.) Granted under our Third Amended and Restated 2012 Stock Incentive Plan. 4.) Granted under our 2021 EIP. 51 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ga | Sequence: 3 CHKSUM Content: 27993 Layout: 61597 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| Outstanding Equity Awards The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2021: Option Awards(1) Stock Awards Number of Number of Number of Market Value Securities Securities Shares or of Shares Underlying Underlying Units of or Units of Unexercised Unexercised Option Option Stock That Stock That Grant Options Options Exercise Expiration Have Not Have Not Date Exercisable Unexercisable Price Date Vested Vested Name (#) (#) ($) (#) ($)(2) Robert Reffkin 7/3/2018(3) — — — — 210,046 1,909,318 3/12/2020(4) — — — — 4,305,910 39,140,722 3/12/2020(5) — — — — 8,611,810 78,281,353 1/25/2021(5) — — — — 8,611,810 78,281,353 Kristen Ankerbrandt 3/28/2019(6) 463,850 — 9.48(7) 3/27/2029 — — 3/28/2019(8) 205,570 173,950 5.16 3/27/2029 — — 12/28/2020(9) — — — 243,080 2,209,597 Greg Hart 4/14/2020(10) 503,030 1,037,140 6.44 4/13/2030 — — 4/14/2020(11) — — — — 691,430 6,285,099 Priyanka Singh 3/5/2021(12) — — — — 113,430 1,031,079 12/29/2021(13) — — — — 43,053 391,352 Neda Navab 2/14/2019(14) 114,150 30,050 5.16 2/13/2029 — — 10/27/2020(15) 27,080 22,920 6.88 10/26/2030 — — 10/27/2020(16) — — — — 630 5,727 2/10/2021(17) — — — — 102,710 933,634 1.) All stock options referenced in this table are subject to early exercise provisions. 2.) Amounts are calculated by multiplying the number of shares shown in the table by $9.09, the closing per share price of our Class A common stock as of December 31, 2021. 3.) On March 31, 2021 in connection with our IPO, shares of Class A common stock subject to the stock award were converted into Class C common stock, with the vesting conditions remaining in place. The amount of shares reflected in this table is shares of Class C common stock. The service-based vesting condition provides that 1/48th of the shares of Class C common stock under the stock award vests monthly, with 100% of the total shares vesting on June 21, 2022, subject to Mr. Reffkin remaining in continuous service with us through each vesting date. 4.) The service-based vesting condition provides that 1/48th of the shares of Class A common stock under the RSU award vests monthly, with 100% of the total shares vesting on December 25, 2023, subject to Mr. Reffkin remaining in continuous service with us through each vesting date. 5.) RSU award vests upon the satisfaction of both (i) a service-based vesting condition and (ii) the achievement of performance-based vesting conditions. The service-based vesting condition requires Mr. Reffkin to remain in continuous service with us through January 1, 2024 and the performance-based vesting conditions provides that 12.5% of the shares subject to the RSU will vest subject to the achievement of a market price per share of $23.14 per share of our Class A common stock following our IPO or 150% of the price of $15.43, or the “reference price.” An additional 12.5% of the shares subject to the RSU will vest upon the achievement of a market price per share of our Class A common stock at each of 200%, 250%, 300%, 350%, 400%, 450% and 500% of the reference price. The price per share of our Class A common stock will be based on the arithmetic average of the volume-weighted average trading price of our Class A common stock on any 30 trading-day- window period beginning on October 28, 2021 (210th day after our IPO). 6.) The shares subject to the stock option are fully vested. 7.) Represents the exercise price of the stock options as of November 28, 2020 pursuant to an adjustment mechanism in Ms. Ankerbrandt’s stock option agreement, dated March 28, 2019. Upon the second anniversary of Ms. Ankerbrandt’s continued service with us, the exercise price of the stock options increased from $5.16 to $9.48 in accordance with the terms of the stock option agreement. 8.) The service-based vesting condition provides that 4.1667% of the shares of Class A common stock underlying the stock options vests monthly, with 100% of the total shares vesting on November 26, 2022, subject to Ms. Ankerbrandt remaining in continuous service through each vesting date. 9.) The service-based vesting condition provides that 6.25% of the shares of Class A common stock under the RSU award vests quarterly, with 100% of the total shares vesting on December 15, 2024, subject to Ms. Ankerbrandt remaining in continuous service with us through each vesting date. 10.) The service-based vesting condition provides that 20% of the shares of Class A common stock underlying the stock options vested on April 13, 2021 and 1.6667% vests monthly thereafter, with 100% of the total shares vesting on April 13, 2025, subject to Mr. Hart remaining in continuous service through each vesting date. 11.) The service-based vesting condition provides that 20% of the shares of Class A common stock under the RSU award vests on April 13, 2021 and 1.6667% vests monthly thereafter, with 100% of the total shares vesting on April 13, 2025, subject to Mr. Hart remaining in continuous service through each vesting date. 52 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ga | Sequence: 4 CHKSUM Content: 28000 Layout: 32989 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| 12.) The service-based vesting condition provides that 25% of the total shares of Class A common stock under the RSU award vested on February 15, 2022 and 2.0833% vests monthly thereafter, with 100% of the total shares vesting on February 15, 2025, subject to Ms. Singh remaining in continuous service through each vesting date. 13.) The service-based vesting condition provides that 12.5% of the total shares of Class A common stock under the RSU award vested on January 15, 2022 and 6.25% vests quarterly thereafter, with 100% of the total shares vesting on July 15, 2025, subject to Ms. Singh remaining in continuous service through each vesting date. 14.) The service-based vesting condition provides that 1/4th of the shares of Class A common stock underlying the stock options vested on October 15, 2019 and 2.0833% vests monthly thereafter, with 100% of the total shares vesting on October 15, 2022, subject to Ms. Navab remaining in continuous service through each vesting date. 15.) The service-based vesting condition provides that 2.0833% of the total shares of Class A common stock underlying the stock options vests monthly, with 100% of the total shares vesting on October 15, 2023, subject to Ms. Navab remaining in continuous service through each vesting date. 16.) The service-based vesting condition provides that 2.0833% of the total shares of Class A common stock under the RSU award vests monthly, with 100% of the total shares vesting on September 25, 2023, subject to Ms. Navab remaining in continuous service through each vesting date. 17.) The service-based vesting condition provides that 2.0833% of the total shares of Class A common stock under the RSU award vests monthly, with 100% of the total shares vesting on October 15, 2024, subject to Ms. Navab remaining in continuous service through each vesting date. Options Exercised and Stock Vested in 2021 The following table sets forth information regarding options exercised and stock awards vested for the NEOs during the year ended December 31, 2021. Option Awards Stock Awards Number of Shares Value Realized Number of Shares Value Realized Acquired on Exercise On Exercise(1) Acquired on Vesting(2) On Vesting(3) Name (#) ($) (#) ($) Robert Reffkin — — 4,305,900 54,126,940 Kristen Ankerbrandt — — 84,560 1,008,331 Greg Hart 15,540 93,085 348,950 4,365,388 Priyanka Singh — — — — Neda Navab — — 44,290 547,444 1.) Reflects the difference between the exercise price and the fair market value of the underlying stock on the date of exercise, multiplied by the number of shares acquired. 2.) Represents the number of RSUs vested in 2021. Shares underlying RSUs are released to RSU holders at the beginning of each month with respect to RSUs that vested in the prior month. As a result, shares underlying RSUs vested in December 2021 reflected in this column were not released to our NEOs until January 2022. Prior to December 2020, we granted RSU awards that vested based upon the satisfaction of both a service-based condition and a liquidity event-based condition. The service-based vesting condition for these awards is generally satisfied over four years. The liquidity event-based vesting condition is satisfied on the occurrence of a qualifying event and was satisfied at IPO. Accordingly, all RSUs that satisfied the service- based vesting condition prior to the IPO became fully vested at the time of the IPO. Additionally, all RSU awards granted prior to the IPO included a provision that required us to settle all fully vested RSUs within a few months of our IPO. As a result, we settled all fully vested RSUs in October of 2021, resulting in a large number of shares being acquired by certain of our NEOs in 2021. The below table illustrates how the RSUs granted to our NEOs were earned with respect to the service-based vesting during the years ended December 31, 2019, 2020 and 2021, assuming that the liquidity-event based condition was satisfied in 2019 and RSUs were settled in the same year in which they vested. We believe this table clarifies that the large number of shares acquired by our NEOs in 2021 pursuant to the vesting and settlement of RSUs represents compensation earned in respect of multiple years of service. Number of Shares Number of Shares Number of Shares Would Have Been Earned Would Have Been Earned Would Have Been Earned as of December 31, 2019 as of December 31, 2020 as of December 31, 2021 Name (#) (#) (#) Robert Reffkin — 2,152,950 2,152,950 Kristen Ankerbrandt — 3,540 81,020 Greg Hart — 3,240 345,710 Priyanka Singh — — — Neda Navab 80 7,610 36,600 3.) The value realized on vesting is calculated based on the fair market value of the underlying stock on the release date. 53 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ga | Sequence: 5 CHKSUM Content: 52150 Layout: 27851 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| Offer Letters We have entered into amended and restated offer letters with certain of our NEOs. In addition, each of our NEO has executed our form of standard employee invention assignment and confidentiality agreement. Any potential payments and benefits due upon a termination of employment or a change in control of us are further described below in the section entitled “—Potential Payments upon Termination or Change in Control.” Robert Reffkin. In March 2020, we entered into an employment agreement with Mr. Reffkin, our Chief Executive Officer and Chairman of our board, as amended in January 2021. This employment agreement, as amended, provides for an annual base salary of $400,000 and an annual target bonus of $200,000. Mr. Reffkin is an at-will employee and does not have a fixed employment term. He is eligible to participate in our annual performance bonus plan and employee benefit plans, including health insurance, that we offer to our employees. Mr. Reffkin’s employment agreement, as amended, provides that Mr. Reffkin will not receive any additional equity awards on account of his service to us from January 25, 2021 through to December 31, 2027. Kristen Ankerbrandt. In November 2018, we entered into an offer letter with Ms. Ankerbrandt, our Chief Financial Officer, as amended and restated in March 2021. The offer letter provides that Ms. Ankerbrandt will receive an annual base salary and states that Ms. Ankerbrandt is an at-will employee and does not have a fixed employment term. She is eligible to participate in our annual performance bonus plan and employee benefit plans, including health insurance, that we offer to our employees. Greg Hart. In February 2020, we entered into an offer letter with Mr. Hart, our Chief Product Officer, as amended and restated in March 2021. This offer letter, as amended, provides that Mr. Hart will receive an annual base salary. He will also receive a target cash bonus of $200,000. The offer letter also provides for quarterly cash bonuses during Mr. Hart’s first two years of employment with the amount of each bonus equal to $725,000, with each payment subject to recoupment by us if Mr. Hart terminates employment (voluntarily or for cause (as defined in his offer letter)) within 1 year following the applicable payment date. Mr. Hart is an at-will employee and does not have a fixed employment term. He is eligible to participate in our annual performance bonus plan and employee benefit plans, including health insurance, that we offer to our employees. Priyanka Singh. In January 2021, we entered into an offer letter with Ms. Singh, our Chief People Officer. This offer letter provides that Ms. Singh will receive an annual base salary and states that Ms. Singh is an at-will employee and does not have a fixed employment term. The offer letter also provides for a $150,000 sign-on bonus payable in 2021, a one-time grant of RSUs and for eligibility to participate in our annual performance bonus plan and our employee benefit plans, including health insurance, that we offer to our employees. Neda Navab. In September 2018, we entered into an offer letter with Ms. Navab, our President, United States. This offer letter provides that Ms. Navab will receive an annual base salary and annual bonus opportunity and states that Ms. Navab is an at-will employee and does not have a fixed employment term. The offer letter also provided for a sign-on bonus, a one-time grant of stock options and for eligibility to participate in our employee benefit plans, including health insurance, that we offer to our employees. In December 2020, we entered into a letter agreement with Ms. Navab, confirming her then role as our President, East Region. This letter provided for adjustments to Ms. Navab’s annual base salary and annual bonus opportunity and provided for a one-time grant of RSUs. In December 2021, in connection with Ms. Navab’s promotion to President, United States, we entered into a letter agreement with Ms. Navab that provided for adjustments to her annual base salary and annual bonus opportunity. The letter also provided for a one-time promotion grant of RSUs. 54 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ga | Sequence: 6 CHKSUM Content: 57222 Layout: 11235 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| Potential Payments Upon Termination or Change in Control In hiring several of our NEOs pre-IPO, we recognized that many of our desired candidates were leaving the security of employment with companies where they had existing severance and change in control compensation benefits. Accordingly, we sought to develop compensation packages that could attract talented and experienced executive officers while being sensitive to the need to integrate new executive officers into our existing executive compensation structure. To achieve this balance, we approved severance benefits for certain NEOs in the event of their involuntary terminations of employment, including in connection with a change in control. We believe that these agreements encourage our executive officers to focus their attention on the business operations of our company in the face of the potentially disruptive impact of a rumored or actual change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security and to allow for a smooth transition in the event of a change in control. We believe the size and terms of these benefits we provided appropriately balance the costs and benefits to our stockholders. We also believe these benefits were consistent with the benefits offered by companies with whom we compete for talent, and accordingly allow us to recruit and retain talented and experienced executive officers. The following table and the narrative for each column set forth our payment obligations pursuant to the compensation arrangements for each of our NEOs, under the circumstances described in the table and narrative, assuming that their employment was terminated or a change in control occurred on December 31, 2021. Termination— Involuntary Termination— Involuntary Termination— Death or No Change in Control Change in Control Disability Name Benefits ($)(a) ($)(b) ($)(c) Robert Reffkin Cash Severance: 530,000 930,000 * RSU Acceleration(1): — 39,140,722 * Medical Benefits: 39,503 52,670 * Total: 569,503 40,123,392 * Kristen Ankerbrandt Cash Severance: 550,000 1,000,000 175,000 RSU Acceleration(1): — 2,209,597 — Stock Option Acceleration(1): — 683,624 — Medical Benefits: 535 802 — Total: 550,535 3,894,023 175,000 Greg Hart Cash Severance: 600,000 1,100,000 200,000 RSU Acceleration(1): — 6,285,099 — Stock Option Acceleration(1): — 2,748,421 — Medical Benefits: 26,335 39,503 — Total: 626,335 10,173,023 200,000 Priyanka Singh(2) Cash Severance: 600,000 1,150,000 250,000 RSU Acceleration(1): 257,702 1,422,430 — Medical Benefits: — — — Total: 857,702 2,572,430 250,000 Neda Navab(2) Cash Severance: 440,000 790,000 130,000 RSU Acceleration(1): — 939,361 — Stock Option Acceleration(1): — 168,750 — Medical Benefits: 15,607 23,410 — Total: 455,607 1,921,521 130,000 * Refer to the section entitled “Termination in the Event of Death or Disability—Column (c)—Mr. Reffkin’s Benefits” for additional information. 1.) Amounts are calculated using $9.09, the closing per share price of our Class A common stock as of December 31, 2021. 2.) Assumes that Ms. Singh and Ms. Navab executed their CIC and Severance Agreements on December 31, 2021. Involuntary Termination Outside of Change in Control—Column(a) Under the terms of the Change in Control and Severance Agreement (the “CIC and Severance Agreement”), each NEO, other than Mr. Reffkin, is eligible to receive severance payments and benefits in the event that the NEO’s employment 55 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ga | Sequence: 7 CHKSUM Content: 15615 Layout: 21236 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| with us is terminated (i) by us for any reason other than for “cause” (as defined in the CIC and Severance Agreement) or (ii) by the NEO for “good reason” (as defined in the CIC and Severance Agreement), subject to us receiving a release of claims in our favor, as follows: l Cash Severance: (i) a lump sum severance payment of twelve months base salary and (ii) a lump sum payment equal to the executive officer’s then-current target bonus opportunity; l Equity Acceleration: if the NEO has been employed with the Company for a period of less than twelve (12) months at the time of termination, then the NEO’s outstanding equity awards that vest upon the NEO completing a cliff vesting period of twelve (12) months of continuous service or less (a “Vesting Cliff ”) shall accelerate and become vested and exercisable as if the NEO’s employment had continued through the first Vesting Cliff, except, performance-based awards will vest only to the extent of achievement of performance milestones (if measurable on the date of the NEO’s termination); and l Medical Benefits: a lump sum payment equal to the premiums for continued medical benefits for twelve months. Mr. Reffkin’s Benefits Under the terms of Mr. Reffkin’s employment agreement, as amended (the “Employment Agreement”), Mr. Reffkin is eligible to receive severance payments and benefits in the event that his employment with us is terminated (i) by us without “cause” (as defined in the Employment Agreement) or (ii) by him for “good reason” (as defined in the Employment Agreement), subject to us receiving a release of claims in our favor and him satisfying certain other conditions, as follows: l Cash Severance: (i) continued payment of base salary for twelve months following termination, (ii) a lump sum of any earned but unpaid bonus for the year prior to termination and (iii) a lump sum payment equal to then-current target bonus opportunity on a prorated basis; l Equity Acceleration: under the terms of the grant agreements between the Company and Mr. Reffkin, no acceleration of any RSU awards unless the Board, in its discretion, chooses to accelerate all or a portion of then outstanding RSU awards; and l Medical Benefits: a lump sum payment equal to the premiums for continued medical benefits for eighteen months. Involuntary Termination in the Event of Change in Control—Column(b) Under the terms of the CIC and Severance Agreement, each NEO, other than Mr. Reffkin, is eligible to receive severance payments and benefits in the event that the NEO’s employment with us is terminated in connection with the consummation of a change in control (as defined in the CIC and Severance Agreement) (i) by us at the request of the acquirer (prior to the consummation of a change in control), (ii) by us or our successor for any reason other than for “cause” (if termination occurs within 12 months following or 3 months preceding the consummation of, but following execution of an agreement that will result in, a change in control) or (iii) by the NEO for “good reason” or at the request of the acquirer (if termination occurs within 12 months following or 3 months preceding the consummation of, but following execution of an agreement that will result in, a change in control), subject to us receiving a release of claims in our favor, as follows: l Cash Severance: (i) a lump sum severance payment of 18 months base salary, (ii) a lump sum payment equal to 1.5x the executive officer’s then-current target bonus opportunity and (iii) a lump sum payment equal to the executive officer’s then-current target bonus opportunity on a prorated basis; l Equity Acceleration: 100% acceleration of any then-unvested equity awards (with any performance based awards accelerating at the greater of actual achievement (if measurable) or target performance levels); and l Medical Benefits: a lump sum payment equal to the premiums for continued medical benefits for eighteen months. Under the CIC and Severance Agreement, in the event any payments or benefits constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (“IRC”) and would be subject to the excise tax imposed by 56 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ga | Sequence: 8 CHKSUM Content: 56866 Layout: 7908 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| IRC Section 4999, such payments or benefits would be reduced to the maximum amount that does not result in the imposition of such excise tax, but only if such reduction results in the NEO receiving a higher net-after tax amount than the NEO would have received absent such reduction. Mr. Reffkin’s Benefits Under the terms of Mr. Reffkin’s Employment Agreement, Mr. Reffkin is eligible to receive severance payments and benefits in the event that his employment with us is terminated in connection with the consummation of a change in control (as defined in the Employment Agreement) within 3 months prior to or 12 months after the change of control (i) by us without “cause” (as defined in the Employment Agreement) or (ii) by him for “good reason” (as defined in the Employment Agreement), subject to us receiving a release of claims in our favor and him satisfying certain other conditions, as follows: l Cash Severance: (i) continued payment of base salary for twenty four months following termination, (ii) a lump sum of any earned but unpaid bonus for the year prior to termination and (iii) a lump sum payment equal to then-current target bonus opportunity on a prorated basis; l Equity Acceleration: under the terms of the grant agreements between the Company and Mr. Reffkin (i) 100% acceleration of any then-unvested time-based RSU award (but only in the event such termination occurs within 12 months after the change in control) and (ii) no acceleration of performance-based RSU awards unless the Board, in its discretion, chooses to accelerate all or a portion of then outstanding performance- based RSU awards; and l Medical Benefits: a lump sum payment equal to the premiums for continued medical benefits for twenty four months. Termination in the Event of Death or Disability—Column(c) Under the terms of the CIC and Severance Agreement, each NEO is eligible to receive severance payments and benefits in the event that the NEO’s employment with us is terminated in the event of death or disability (as defined in the CIC and Severance Agreement), subject to us receiving a release of claims in our favor in the event of disability, as follows: l Cash Severance: a lump sum payment equal to the executive officer’s then-current target bonus opportunity on a prorated basis; and l Equity Acceleration: acceleration of any then-unvested equity awards that would otherwise have vested if service had continued through the end of the quarter in which separation took place (with performance based awards only accelerating to the extent of the achievement of the applicable performance-based milestones (if measurable on the date of the NEO’s termination). Mr. Reffkin’s Benefits Under the terms of Mr. Reffkin’s Employment Agreement and the grant agreements between the Company and Mr. Reffkin, Mr. Reffkin is eligible to receive the same severance payments and benefits in the event that his employment with us is terminated upon his death or disability (as defined in the Employment Agreement) as the severance payments and benefits described in the sections entitled “Involuntary Termination Outside of Change in Control—Column (a)— Mr. Reffkin’s Benefits” and “Involuntary Termination in the Event of Change in Control—Column (b)—Mr. Reffkin’s Benefits” depending on whether the event of death or disability occurred outside of change in control or 3 months prior to/12 months after the change of control. 2021 Equity Incentive Plan Our 2021 Equity Incentive Plan (the “2021 EIP”) generally provides for the acceleration of vesting of equity awards granted under the plan upon a corporate transaction (as defined in the 2021 EIP) only if the acquiring entity does not agree to assume, convert, replace or substitute the awards. These provisions generally apply to all holders of awards under the 2021 EIP, including the NEOs. 57 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ga | Sequence: 9 CHKSUM Content: 46170 Layout: 32757 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| Questions and Answers About the Annual Meeting Proxy Materials Why am I receiving these materials? We are distributing our proxy materials because our Board of Directors is soliciting your proxy to vote at the Annual Meeting. This proxy statement summarizes the information you need to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. Pursuant to SEC rules, we are providing access to our proxy materials via the Internet under the “notice and access” approach. Accordingly, we are mailing a Notice of Internet Availability of Proxy Materials (“Notice”) to many of our stockholders instead of a paper copy of the proxy materials. All stockholders may access our proxy materials on the website referred to in the Notice. You may also request to receive a printed set of the proxy materials. You can find instructions regarding how to access our proxy materials via the Internet and how to request a printed copy in the Notice. Additionally, by following the instructions in the Notice, you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe that these rules allow us to provide our stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Why did I receive a Notice instead of a full set of proxy materials? Unless you have requested that we provide a copy of our proxy materials to you by mail or email, we are providing only the Notice to you by mail or email. The Notice will instruct you as to how you may access and review the proxy materials on the Internet. The Notice will also instruct you as to how you may access your proxy card to vote over the Internet. If you received the Notice by mail or email and would like to receive a paper copy of our proxy materials, free of charge, please follow the instructions included in the Notice. This proxy statement is dated April 15, 2022 and distribution of the Notice to stockholders is scheduled to begin on or about April 15, 2022. We have adopted this procedure pursuant to rules adopted by the SEC in order to conserve natural resources and reduce our costs of printing and distributing the proxy materials, while providing a convenient method for stockholders to access the materials and vote. What does it mean if I received more than one Notice or proxy card? If you receive more than one Notice or proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each Notice or proxy card and provide voting instructions for each Notice or proxy card by telephone, through the Internet, or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign, and return each proxy card you received to ensure that all of your shares are voted. 58 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ha | Sequence: 1 CHKSUM Content: 49671 Layout: 1664 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
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| I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials? The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for the proxy materials or other annual meeting materials with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials or other annual meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” is intended to provide extra convenience for stockholders and reduce costs. We and a number of brokers with account holders who are our stockholders will be householding our proxy materials. We will deliver a single set of proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate set of proxy materials, or if you are receiving multiple sets of proxy materials and would like to receive only one, please notify your broker, bank or other nominee if you are a beneficial stockholder or notify us if you are a registered stockholder. Registered stockholders can notify us by sending a written request to Compass, Inc., c/o Corporate Secretary, 90 5th Ave 3rd floor, New York, New York 10011 or by email at corporatesecretary@compass.com, and we will promptly deliver any additional proxy materials requested. Voting Information What proposals will be voted on at the Annual Meeting, how does the board of directors recommend that I vote and how many votes are needed for approval of each proposal?In 2022, we adopted a Compensation Recoupment and Forfeiture Policy ("Clawback Policy") which covers all current and former employees who are or were officers for purposes of Section 16 of the Exchange Act ("Covered Officer") and applies to their incentive-based cash compensation and performance-equity awards ("Covered Amounts"). Under the Clawback Policy, Covered Amounts are subject to recoupment or forfeiture if the Company's Board of Directors or Compensation Committee determines that a Covered Officer engaged in fraud or intentional misconduct that materially contributed to the need for a restatement of the Company's financial statements. The Company expects to revise its Clawback Policy in the next year to comply with new NYSE and SEC rules.
2022 Say-on-Pay Vote Outcome At the 2022 annual meeting of stockholders, we received approximately 95.3% support of the votes cast on our say-on-pay proposal. Based upon these results, the Compensation Committee has concluded that the Company's stockholders generally support the compensation program adopted by the Compensation Committee. The Committee has relied in part on that conclusion in continuing the principal elements of the compensation program in fiscal year 2023.
Compensation Committee Report The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on its review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our 2022 Annual Report on Form 10-K. Respectfully submitted by the members of the Compensation Committee: Pamela Thomas-Graham (Chair) Jeffrey Housenbold Allan Leinwand Frank Martell
The information contained in the preceding Compensation Committee Report shall not be deemed to be soliciting material or filed with the SEC, nor shall such information be incorporated by reference into any prior or future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates the Compensation Committee Report by reference in such filing.
Compensation Tables Summary Compensation Table The following table sets forth information regarding the compensation of our NEOs for 2022, 2021, and 2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Non-Equity Incentive Plan Compensation | All Other | | | | Name and | | Salary | | Bonus | | Stock Awards | | Option Awards | | | Compensation | | Total | | Principal Position | Year | ($) | | ($) (1) | | ($) (2) | | ($) (2) | | ($) (3) | ($) | | ($) | | Robert Reffkin (4) | 2022 | 400,000 | | - | | - | | - | | - | - | | 400,000 | | Chief Executive Officer | 2021 | 400,000 | | 130,000 | | 89,151,583 | | - | | - | 201,486 | | 89,883,069 | | 2020 | 126,350 | | - | | 68,856,803 | | - | | - | 348,650 | | 69,331,803 | | Kalani Reelitz (5) | 2022 | 58,846 | | 50,000 | (6) | 3,528,000 | | - | | - | - | | 3,636,846 | | Chief Financial Officer | | | | | | | | | | | | | | | Greg Hart (7) | 2022 | 442,308 | | 1,625,000 | (8) | 2,300,130 | | - | | - | - | | 4,367,438 | | Chief Operating Officer | 2021 | 400,000 | | 3,100,000 | | - | | - | | - | - | | 3,500,000 | | 2020 | 237,879 | | 1,450,000 | | 7,018,676 | | 4,947,764 | | - | - | | 13,654,319 | | Neda Navab (9) | 2022 | 375,000 | | - | | 1,771,718 | | - | | 279,066 | - | | 2,425,784 | | President, US, Regional Operations | 2021 | 310,000 | | | | 2,277,950 | | - | | 297,274 | - | | 2,885,224 | | Danielle Wilkie (10) | 2022 | 360,000 | | - | | 899,277 | | - | | - | - | | 1,259,277 | | President, Customer Success | | | | | | | | | | | | | | | Kristen Ankerbrandt (11) | 2022 | 291,346 | | - | | 1,795,496 | (12) | 975,088 | (13) | - | 1,004,000 | (14) | 4,065,930 | | Former Chief Financial Officer | 2021 | 375,000 | | 175,000 | | - | | - | | - | - | | 550,000 | | 2020 | 320,312 | | 2,175,000 | | 7,621,406 | | - | | - | - | | 10,116,718 | | Joseph Sirosh (15) | 2022 | 294,231 | | - | | 1,074,003 | (16) | - | | - | 1,363,379 | (17) | 2,731,613 | | Former Chief Technology Officer | 2021 | 450,000 | | 200,000 | | - | | - | | - | - | | 600,273 | | 2020 | 379,688 | | 150,273 | | 31,077 | | 5,003,822 | | - | - | | 5,564,860 | | Priyanka Singh (18) | 2022 | 417,308 | | - | | 537,002 | | - | | - | 661,731 | (19) | 1,616,041 | | Former Chief People Officer | 2021 | 265,770 | | 290,548 | | 2,279,953 | | - | | - | - | | 2,836,271 |
1.)This column reflects annual incentive cash compensation paid on a discretionary basis. 2.)Important Note: The amounts in this column do not reflect the actual economic value realized by each NEO. In accordance with SEC rules, the amounts reported in this column represent the value of shares underlying stock and option awards, calculated in accordance with ASC 718. For additional information, see Notes 2 and 13 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 1, 2023 (the “Annual Report”). The assumptions used in calculating the value of the stock and option awards are set forth in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates and Policies—Stock-Based Compensation” in the Annual Report. 3.)This column reflects annual incentive cash compensation paid pursuant to the Executive Bonus Plan. A bonus earned for a fiscal year is paid early in the following fiscal year. For Ms. Navab, the amount disclosed in this column for 2022 reflects a performance bonus paid 50% in cash and 50% in RSUs, based on a combination of metrics, including revenue retention, average minutes on our platform and personnel expense per agent. 4.)Robert Reffkin also served as interim Principal Financial Officer from September 3, 2022 until November 14, 2022. 5.)Kalani Reelitz was appointed Chief Financial Officer effective November 15, 2022.
6.)Discretionary bonus that will be paid in the form of RSUs to be granted on or about April 24, 2023, with the number of shares determined by dividing the bonus amount by $3.6997. The RSUs will vest quarterly over a period of one year. 7.)Greg Hart was promoted to the role of Chief Operating Officer, effective on May 10, 2022. Previously, Mr. Hart served as our Chief Product Officer from April 2020 to May 2022. 8.)Amount represents (i) a $1,450,000 sign-on bonus and (ii) a $175,000 discretionary bonus that will be paid in the form of RSUs to be granted on or about April 24, 2023, with the number of shares determined by dividing the bonus amount by $3.6997, with quarterly vesting over a period of one year. 9.)Neda Navab was promoted to the role of President, U.S., Regional Operations effective on January 3, 2022. Previously, she served as our President, East Region, a position she held since December 14, 2020. 10.)Danielle Wilkie terminated employment with our Company effective January 13, 2023. She served as the Company's President of Customer Success in 2022, a position to which she was appointed effective January 3, 2022. Previously, she served as the Company's President, Central Region, a position she held since November 16, 2020. 11.)Kristen Ankerbrandt resigned as Chief Financial Officer effective as of September 2, 2022. She continued to perform services for the Company as a consultant until December 31, 2022. 12.)For Ms. Ankerbrandt, the amount shown in the Stock Awards column for 2022 includes the grant date fair value of $1,208,250 for RSUs granted to her on March 28, 2022 and $587,246, which represents the fair value on the modification date of May 10, 2022 with respect to the acceleration of vesting for RSUs whose service requirements would have been satisfied had she provided services as an employee of the Company until September 2, 2023 subsequent to her departure. 13.)For Ms. Ankerbrandt, the amount shown in the Option Awards column for 2022 includes $898,074, which represents the incremental fair value on the modification date of May 10, 2022 with respect to the extension of post-termination exercise periods for her vested options from 90 days to the four year anniversary of September 2, 2022. The amount for 2022 also includes $77,014, which represents the fair value on the modification date of May 10, 2022 with respect to the acceleration of vesting for options whose service requirements would have been satisfied had she provided services as an employee of the Company until September 2, 2023 subsequent to her departure. 14.)This amount represents (i) a lump sum payment of $1,000,000, and (ii) $4,000, representing consulting payments made to Ms. Ankerbrandt following her termination of employment. 15.)Joseph Sirosh joined our Company, and was appointed as Chief Technology Officer, on November 30, 2018. Mr. Sirosh terminated employment with our Company on August 24, 2022. 16.)During the year ended December 31, 2022, the Company waived its right of repurchase in relation to 378,120 shares for which Mr. Sirosh had early exercised the underlying options and had not achieved the related vesting requirements. In accordance with ASC 718, this action did not result in any meaningful compensation value as the price paid to exercise these stock options greatly exceeded the market value of the shares held by Mr. Sirosh at the time the right of repurchase was waived. 17.)This amount represents (i) a severance payment of $1,300,000, (ii) a relocation payment of $45,000, (iii) a payout of $14,452 for accrued, unused vacation days, and (iv) a payout of $3,927 for COBRA coverage. 18.)Priyanka Singh was appointed Chief People Officer on December 13, 2021, and terminated employment with our Company on December 15, 2022. Previously, she served as the Company's Deputy Chief People Officer, a position she held since July 29, 2021, and as the Company's Vice President, Human Resources Business Partner, a position she held since February 15, 2021. 19.)This amount represents (i) a severance payment of $650,000, (ii) attorneys' fees of $10,000, and (iii) a payout of $1,731 for accrued, unused vacation days.
Grants of Plan-Based Awards in 2022 The following table shows all plan-based awards granted to our NEOs during the year ended December 31, 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| All Other | | Grant Date | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(3) | Stock Awards: | | Fair Value of | | | | Number of | | Stock and | | | | Threshold | Target | Maximum | Shares of Stock or Units | | Option Awards(4) | | Name | Grant Date(1)(2) | | ($) | ($) | ($) | (#) | | ($) | | Robert Reffkin | | | 100,000 | 200,000 | 400,000 | | | | | Kalani Reelitz | | | 100,000 | 200,000 | 400,000 | | | | | 12/27/22 | | | | | 1,600,000 | | 3,360,000 | | 12/27/22 | | | | | 80,000 | | 168,000 | | Greg Hart | | | 100,000 | 200,000 | 400,000 | | | | | 3/28/22 | (5) | | | | 204,702 | | 1,611,005 | | 8/10/22 | | | | | 145,385 | | 689,125 | | Neda Navab | | | 23,428 | 225,000 | 748,125 | | | | | 2/23/22 | | | | | 241,050 | | 1,771,718 | | Danielle Wilkie | | | 10,938 | 175,000 | 481,119 | | | | | 2/23/22 | | | | | 120,525 | | 885,859 | | 3/28/22 | (5) | | | | 1,705 | | 13,418 | | Kristen Ankerbrandt | | | 100,000 | 200,000 | 400,000 | | | | | 3/28/22 | | | | | 68,234 | | 537,002 | | 3/28/22 | (5) | | | | 85,292 | | 671,248 | | Joseph Sirosh | | | 100,000 | 200,000 | 400,000 | | | | | 3/28/22 | (5) | | | | 136,468 | (6) | 1,074,003 | | Priyanka Singh | | | 100,000 | 200,000 | 400,000 | | | | | 3/28/22 | (5) | | | | 68,234 | (7) | 537,002 |
1.)The RSUs reported in this table were granted under our 2021 EIP Plan. 2.)The vesting schedule applicable to each award is set forth in the “Outstanding Equity Awards” table below. 3.)The awards in this column were granted under our Executive Bonus Plan. 4.)Important Note: The amounts reported in this column do not reflect the actual economic value realized by each NEO. In accordance with SEC rules, the amounts reported in this column represent the value of shares underlying stock awards, calculated in accordance with ASC 718. For additional information, see Notes 2 and 13 of the notes to our consolidated financial statements included in our Annual Report. The assumptions used in calculating the value of the stock awards reported in this table are set forth in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates and Policies—Stock-Based Compensation” in the Annual Report. 5.)The RSU award is the first in a series of four awards associated with the recipient's 2022 annual refresh grant, the remaining three of which will be awarded following March 15, 2023, March 15, 2024, and March 15, 2025 respectively (each, a "Vesting Commencement Date"), and each RSU award will vest in quarterly installments over the 12-month period immediately following the relevant Vesting Commencement Date subject to the reporting person's continued employment with the Company on each grant and vesting date. Each annual award in the series may be granted in the form of RSUs or cash at the Company's election. 6.)102,351 RSUs forfeited upon termination. 7.)17,059 RSUs forfeited upon termination.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022 We have entered into offer letters with our NEOs, and they have also executed our standard form of Employee Proprietary Information, Inventions and Arbitration Agreement. Our NEOs are at-will employees and do not have fixed employment terms. They are also eligible to participate in our annual performance bonus plan and employee benefit plans, including health insurance, that we offer to our employees. Any potential payments and benefits due upon a termination of employment or a change in control are described below in the section entitled “—Potential Payments upon Termination or Change in Control.” In addition, separation agreements and severance payments for NEOs who were not employed by the Company as of December 31, 2022 are described in "— Potential Payments upon Termination or Change in Control" below. Robert Reffkin. In March 2020, we entered into an Employment Agreement with Mr. Reffkin, our Chief Executive Officer and Chairman of the Board, as amended in January 2021. This Employment Agreement, as amended, provides for an annual base salary of $400,000 and an annual target bonus of $200,000. It also provides that Mr. Reffkin will not receive any equity awards through December 31, 2027 other than awards made prior to January 25, 2021. Kalani Reelitz. In October 2022, we entered into an Offer Letter with Mr. Reelitz, our Chief Financial Officer. The Offer Letter provides for (i) an annual base salary of $450,000; (ii) a pro-rated cash bonus based on a target of up to $200,000, as determined by the Compensation Committee, based on achievement of objectives and key results; (iii) a one-time award of 1,600,000 RSUs, vesting one-fourth on November 15, 2023 and one-sixteenth on a quarterly basis thereafter over the next three years; and (iv) a one-time award of 80,000 RSUs, vesting one-fourth on a quarterly basis over one year. Greg Hart. In 2022, Mr. Hart was promoted to Chief Operating Officer and received a promotion award in the form of four annual time-based RSU awards, with the number of shares in each of the four annual awards determined by dividing $750,000 by the trailing 30-day average closing price of the Company’s Class A common stock. The Company may pay any tranche of Mr. Hart's promotion award in cash in lieu of RSUs, at the Company's option. Aside from the promotion award, the terms of Mr. Hart's Second Amended and Restated Offer Letter, dated May 26, 2022 continue to apply and provide for compensation as determined by the Compensation Committee from time to time. Neda Navab. On May 10, 2022, we entered into an Amended and Restated Offer Letter with Ms Navab, our President, U. S., Regional Operations, which provided for compensation to be determined from time to time. Danielle Wilkie. In 2019, we entered into an offer letter with Ms. Wilkie, as amended by her promotion letter dated December 30, 2021. Ms. Wilkie's offer letter, as amended, provided for (i) a base salary of $360,000, (ii) an annual target performance cash bonus of $175,000, and (iii) a one-time award of RSUs, with the number of shares equal to $1,000,000 divided by the trailing 30-day average closing price of the Company's Class A common stock, vesting on a quarterly basis over four years. Ms. Wilkie separated from the Company effective January 13, 2023.
Outstanding Equity Awards at Fiscal Year-End 2022 The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2022. No stock options were exercised by NEOs in 2022. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards(1) | | Stock Awards | | | | Number of | Number of | | | | |
| | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | | | Securities | Securities | | | | | Number of | Market Value | | | | Underlying | Underlying | Option | | Option | | Shares or Units of | of Shares or Units of | | Grant | | Unexercised Options | Unexercised Options | Exercise | | Expiration | | Stock That | Stock That | | Date |
| Exercisable | Unexercisable | Price | | Date | | Have Not Vested | Have Not Vested | | Name | |
| (#) | (#) | ($) | |
| | (#) | ($)(2) | (#) | ($) | | Robert Reffkin | 3/12/2020 | (3) | – | – | – | | – | | 2,152,960 | 5,016,397 | – | – | | 3/12/2020 | (4) | – | – | – | | – | | – | – | 8,611,810 | 1,510,511 | | 1/25/2021 | (4) | – | – | – | | – | | – | – | 8,611,810 | 3,260,431 | | Kalani Reelitz | 12/27/2022 | (5) | – | – | – | | – | | 1,600,000 | 3,728,000 | – | – | | 12/27/2022 | (6) | – | – | – | | – | | 80,000 | 186,400 | – | – | | Greg Hart | 4/14/2020 | (7) | 814,170 | 726,000 | 6.44 | | 4/13/2030 | | – | – | – | – | | 4/14/2020 | (8) | – | – | – | | – | | 484,000 | 1,127,720 | – | – | | 3/28/2022 | (9) | – | – | – | | – | | 51,176 | 119,240 | – | – | | 8/10/2022 | (10) | – | – | – | | – | | 72,693 | 169,375 | – | – | | Neda Navab | 2/14/2019 | (11) | 144,200 | – | 5.16 | | 2/13/2029 | | – | – | – | – | | 10/27/2020 | (12) | 39,580 | 10,420 | 6.88 | | 10/26/2030 | | – | – | – | – | | 10/27/2020 | (13) | – | – | – | | – | | 270 | 629 | – | – | | 2/10/2021 | (14) | – | – | – | | – | | 66,460 | 154,852 | – | – | | 2/23/2022 | (15) | – | – | – | | – | | 195,855 | 456,342 | – | – | | Danielle Wilkie | 10/25/2019 | (16) | 50,420 | 8,610 | 6.44 | | 10/24/2029 | | – | – | – | – | | 5/29/2020 | (17) | 17,820 | 8,100 | 6.44 | | 5/28/2030 | | – | – | – | – | | 12/28/2020 | (18) | – | – | – | | – | | 35,940 | 83,740 | – | – | | 2/23/2022 | (19) | – | – | – | | – | | 97,929 | 228,175 | – | – | | 3/28/2022 | (20) | – | – | – | | – | | 427 | 995 | – | – | | Kristen Ankerbrandt | 3/28/2019 | (21) | 379,520 | – | 5.16 | | 1/2/2027 | | – | – | – | – | | 3/28/2019 | (21) | 463,850 | – | 9.48 | (22) | 1/2/2027 | | – | – | – | – | | 12/28/2020 | (23) | – | – | – | | – | | 40,510 | 94,388 | – | – | | 3/28/2022 | (24) | – | – | – | | – | | 21,323 | 49,683 | – | – | | Joseph Sirosh | 12/20/2018 | (25) | 222,540 | – | 5.16 | | 12/19/2028 | | – | – | – | – | | Priyanka Singh | – | | – | – | – | | – | | – | – | – | – |
1.)All stock options referenced in this table are exercisable immediately, subject to a repurchase right in favor of our Company which lapses as the option vests. Accordingly, the columns and footnotes reflect the extent to which stock options held by our NEOs were vested, as opposed to exercisable, as of the end of the year. 2.)Amounts are calculated by multiplying the number of shares shown in the table by $2.33, the closing per share price of our Class A common stock as of December 30, 2022. 3.)The vesting condition provides that 1/48th of the shares of Class A common stock under the RSU award vests monthly, with 100% of the total shares vesting on December 25, 2023, subject to Mr. Reffkin remaining in continuous service with us through each vesting date. 4.)RSU award vests upon the satisfaction of both (i) a service-based vesting condition and (ii) the achievement of performance-based vesting conditions. The service-based vesting condition requires Mr. Reffkin to remain in continuous service with us through January 1, 2024 and the performance-based vesting conditions provides that 12.5% of the shares subject to the RSU award will vest subject to the achievement of a market price per share of $23.14 per share of our Class A common stock following our IPO or 150% of the price of $15.43, or the “reference price.” An additional 12.5% of the shares subject to the RSU award will vest upon the achievement of a market price per share of our Class A common stock at each of 200%, 250%, 300%, 350%, 400%, 450% and 500% of the reference price. The price per share of our Class A common stock will be based on the arithmetic average of the volume-weighted average trading price of our Class A common stock on any 30 trading-day-window period beginning on October 28, 2021 (the 210th day after our IPO). 5.)The RSUs vest as to 25% on November 15, 2023 and 6.25% quarterly thereafter, with 100% of the total shares vesting on November 15, 2026, subject to Mr. Reelitz remaining in continuous service through each vesting date. 6.)The RSUs vest as to 25% on each of February 15, 2023, May 15, 2023, August 15, 2023, and November 15, 2023, with 100% of the total shares vesting on November 15, 2023, subject to Mr. Reelitz remaining in continuous service through each vesting date.
7.)The stock options vest as to 20% on April 13, 2021 and 1.667% monthly thereafter, with 100% of the total shares vesting on April 13, 2025, subject to Mr. Hart remaining in continuous service through each vesting date. 8.)The RSUs vest as to 20% on April 13, 2021 and 1.667% monthly thereafter, with 100% of the total shares vesting on April 13, 2025, subject to Mr. Hart remaining in continuous service through each vesting date. 9.)The RSUs vest as to 25% on each of June 15, 2022, September 15, 2022, December 15, 2022, and March 15, 2023, with 100% of the total shares vested on March 15, 2023. 10.)The RSUs vest as to 25% on August 15, 2022 and 25% quarterly thereafter, with 100% of the total shares vesting on May 15, 2023, subject to Mr. Hart remaining in continuous service through each vesting date. 11.)The shares subject to the stock option are fully vested. 12.)The stock options vest as to 2.0833% monthly, beginning on October 15, 2019, with 100% of the total shares vesting on October 15, 2023, subject to Ms. Navab remaining in continuous service through each vesting date. 13.)The RSUs vest as to 2.0833% monthly, beginning on October 15, 2019, with 100% of the total shares vesting on September 25, 2023, subject to Ms. Navab remaining in continuous service through each vesting date. 14.)The RSUs vest as to 2.0833% monthly, beginning on October 15, 2020, with 100% of the total shares vesting on October 15, 2024, subject to Ms. Navab remaining in continuous service through each vesting date. 15.)The RSUs vest as to 6.25% quarterly, beginning on January 15, 2022, with 100% of the total shares vesting on January 15, 2026, subject to Ms. Navab remaining in continuous service through each vesting date. 16.)Prior to Ms. Wilkie's separation date, the stock options were scheduled to vest as to 25% on July 1, 2020 and 2.0833% monthly thereafter, with 100% of the total shares vesting on July 1, 2023. 7,380 of the unvested shares were cancelled on January 13, 2023 in connection with Ms. Wilkie's separation. 17.)Prior to Ms. Wilkie's separation date, the stock options were scheduled to vest as to 2.0833% monthly, beginning on March 1, 2020, with 100% of the total shares vesting on March 1, 2024. 7,560 of the unvested shares were cancelled on January 13, 2023 in connection with Ms. Wilkie's separation. 18.)Prior to Ms. Wilkie's separation date, the RSUs were scheduled to vest as to 2.0833% monthly, beginning on November 15, 2020, with 100% of the total shares vesting on November 15, 2024. 35,940 of the unvested RSUs were cancelled on January 13, 2023 in connection with Ms. Wilkie's separation. 19.)Prior to Ms. Wilkie's separation date, the RSUs were scheduled to vest as to 6.25% quarterly, beginning on January 15, 2022, with 100% of the total shares vesting on January 15, 2026. 97,929 of the unvested RSUs were cancelled on January 13, 2023 in connection with Ms. Wilkie's separation. 20.)Prior to Ms. Wilkie's separation date, the RSUs were scheduled to vest as to 25% on each of June 15, 2022, September 15, 2022, December 15, 2022, and March 15, 2023, with 100% of the total shares vested on March 15, 2023. 427 of the unvested RSUs were cancelled on January 13, 2023 in connection with Ms. Wilkie's separation. 21.)The shares subject to the stock option are fully vested. 22.)Represents the premium exercise price of the stock options as of November 28, 2020 pursuant to an adjustment mechanism in Ms. Ankerbrandt’s stock option agreement, dated March 28, 2019. Upon the second anniversary of Ms. Ankerbrandt’s continued service with us, the exercise price of the stock options increased from $5.16 to $9.48 in accordance with the terms of the stock option agreement. 23.)Prior to Ms. Ankerbrandt's separation date, the RSUs were scheduled to vest as to 6.25% quarterly, beginning on December 15, 2020, with 100% of the total shares vested on December 15, 2024. Pursuant to Ms. Ankerbrandt's Separation Agreement, the remaining RSUs vested on January 15, 2023. 24.)Prior to Ms. Ankerbrandt's separation date, the RSUs were scheduled to vest as to 25% on each of June 15, 2022, September 15, 2022, December 15, 2022, and March 15, 2023. Pursuant to Ms. Ankrerbrandt's Separation Agreement, the final tranche vested on January 15, 2023. 25.)Prior to Mr. Sirosh's separation date, the stock options were scheduled to vest as to 25% on December 4, 2019 and 2.0833% monthly thereafter, with 100% of the total shares vesting on December 4, 2022. Pursuant to Mr. Sirosh's Separation Agreement, the vesting of 215,040 of these shares, which represent the monthly vestings for each of September through December 2022, accelerated to August 26, 2022.
Option Exercises and Stock Vested in 2022 The following table sets forth information regarding options exercised and stock awards vested for the NEOs during the year ended December 31, 2022. | | | | | | | | | | | | | | | | | | | | | Stock Awards | | | | Number of Shares | | Value Realized | | | | Acquired on Vesting(1) | | On Vesting(2) | | Name | | | (#) | | ($) | | Robert Reffkin | | | 2,328,290 | (3) | 11,106,681 | | Kalani Reelitz | | | – | | – | | Greg Hart | | | 433,648 | | 1,748,010 | | Neda Navab | | | 81,805 | | 368,168 | | Danielle Wilkie | | | 42,624 | | 190,494 | | Kristen Ankerbrandt | | | 213,233 | | 925,578 | | Joseph Sirosh | | | 147,957 | | 688,948 | | Priyanka Singh | | | 116,607 | | 593,876 |
1.)Represents the numbers of RSAs and RSUs vested in 2022. Shares underlying RSUs are settled to RSU holders (net of income tax withholding obligations) at the beginning of each month with respect to RSUs that vested in the prior month. As a result, shares underlying RSUs vested in December 2022 reflected in this column were not released to our NEOs until January 2023. 2.)The value realized on vesting is calculated based on the fair market value of the underlying stock on the vesting date. 3.)Represents the numbers of RSAs and RSUs vested in 2022. The forfeiture condition for 175,340 shares underlying the restricted stock award (RSA) granted in 2018 lapsed on or before June 18, 2022. The remaining 2,152,950 shares represent RSUs that vested in 2022.
Potential Payments Upon Termination or Change in Control We have severance benefit agreements with all of our NEOs in the event of their involuntary terminations of employment, including in connection with a change in control. We believe that these agreements encourage our executive officers to focus their attention on the business operations of our Company in the face of the potentially disruptive impact of a rumored or actual change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security and to allow for a smooth transition in the event of a change in control. We believe the size and terms of the benefits we provide appropriately balance the costs and benefits to our stockholders. We also believe these benefits are consistent with the benefits offered by companies with whom we compete for talent, and accordingly allow us to recruit and retain talented and experienced executive officers. We have approved accelerated vesting provisions for certain RSU and stock option grants to certain executive officers upon an involuntary termination of those executive officers’ employment in connection with a change in control (each “involuntary termination” and “change in control” as defined below). We believe these accelerated vesting provisions reflect current market practices, based on the collective knowledge and experiences of our Compensation Committee members and Semler Brossy, and allow us to attract and retain talented and experienced executive officers. We also believe that these accelerated vesting provisions will allow our executive officers, including our NEOs, to focus their attention on the business operations of our Company in the face of the potentially disruptive impact of a rumored or actual change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security, and to allow for a smooth transition in the event of a change in control. Mr. Reffkin's Potential Severance Benefits Under the terms of Mr. Reffkin's Employment Agreement with the Company dated March 12, 2020, as amended January 25, 2021, Mr. Reffkin is eligible to receive the following severance payments and benefits in the event that his employment with us is subject to an involuntary termination (generally defined as a termination by us without cause, by him for good reason, or due to disability or death), subject to our receipt of a release of claims in our favor: •Cash Severance: (i) continued payment of base salary for 12 months following termination, (ii) a lump sum of any earned but unpaid bonus for the year prior to termination and (iii) a lump sum payment equal to then-current target bonus opportunity on a prorated basis; •Equity Acceleration: the Board may, at its discretion, choose to accelerate vesting of unvested RSUs; and •Medical Benefits: a lump sum payment equal to the premiums for continued medical benefits for 18 months. Mr. Reffkin is also eligible to receive the following enhanced severance payments and benefits in the event that his employment with us is subject to an involuntary termination (generally defined as a termination by us without cause, by him for good reason, or due to disability or death) within three months prior to or 12 months after a change in control (generally defined as the sale of all or substantially all of the Company's assets to an unrelated person, a merger, reorganization or consolidation, the acquisition of all or a majority of the shares of the Company's stock in a single transaction or series of related transactions): •Cash Severance: (i) continued payment of base salary for 24 months following termination, (ii) a lump sum of any earned but unpaid bonus for the year prior to termination and (iii) a lump sum payment equal to then-current target bonus opportunity on a prorated basis; •Equity Acceleration: under the terms of the grant agreements between the Company and Mr. Reffkin (i) 100% acceleration of any then-unvested time-based RSU award and (ii) no acceleration of performance-based RSU awards unless the Board, in its discretion, chooses to accelerate all or a portion of then outstanding performance-based RSU awards; and •Medical Benefits: a lump sum payment equal to the premiums for continued medical benefits for 24 months.
Ms. Wilkie's Severance Benefits We entered into a Separation Agreement with Ms. Wilkie, our former President, Customer Success, effective January 13, 2023, whereby Ms. Wilkie received (i) a lump sum payment in the amount of $131,538, (ii) a lump sum payment of $40,168 for accrued, unused vacation days, (iii) an extended option exercise period of 24 months to exercise vested options to purchase shares of the Company's common stock, and (iv) subject to COBRA election, eligibility for continued payment of the employer portion of health insurance premiums for three months, or until eligible for health insurance coverage with a new employer. Ms. Wilkie's Separation Agreement included a release of claims in favor of the Company. Ms. Ankerbrandt's Severance Benefits We entered into a Separation Agreement with Ms. Ankerbrandt, our former Chief Financial Officer, on August 2, 2022, whereby Ms. Ankerbrandt received a $1,000,000 lump sum payment following her September 2, 2022 separation date, along with $1,000 per month for consulting services through December 31, 2022. The Separation Agreement also extended the exercise period for Ms. Ankerbrandt's options for 48 months and provided that the vesting requirements for Ms. Ankerbrandt's outstanding stock options and RSUs would be satisfied as if she provided services through September 2, 2023. Ms. Ankerbrandt's Separation Agreement included a release of claims in favor of the Company. Mr. Sirosh's Severance Benefits We entered into a Separation Agreement with Mr. Sirosh, our former Chief Technology Officer, effective September 6, 2022, whereby Mr. Sirosh received (i) a lump sum payment of $900,000 representing 24 months of his then-current base salary, (ii) a lump sum payment of $400,000 representing 200% of his 2022 performance bonus target, (iii) subject to COBRA election, eligibility for monthly health insurance premiums for 18 months, or until eligible for health insurance coverage with a new employer, (iv) a lump sum payment of $45,000 for relocation, (v) accelerated lapsing of the Company's right of repurchase with respect to 214,040 options to purchase shares of the Company's common stock, (vi) accelerated vesting with respect to 37,950 RSUs, and (vii) a lump sum payment of $14,452 for accrued, unused vacation days. Mr. Sirosh's Separation Agreement included a release of claims in favor of the Company. Ms. Singh's Severance Benefits We entered into a Separation Agreement with Ms. Singh, our former Chief People Officer effective December 15, 2022 whereby Ms. Singh received (i) a lump sum payment of $450,000 representing 12 months of her then-current base salary, (ii) a lump sum payment of $200,000 representing 100% of her 2022 performance bonus target, (iii) subject to COBRA election (which did not occur), a lump sum payment of the full amount of her COBRA payments for 12 months, (iv) $10,000 for attorneys' fees, and (iv) a lump sum payment for accrued, unused vacation days. Ms. Singh's Separation Agreement included a release in favor of the Company. Other NEO Severance Benefits Our NEOs other than Mr. Reffkin and NEOs no longer employed by the Company ("other NEOs") are eligible to receive change in control and severance benefits pursuant to our standard Change in Control and Severance Agreement for executive officers (the “CIC and Severance Agreement”), which provides that our other NEOs are eligible to receive certain payments and other benefits upon a "Qualifying Termination", a "CIC Qualifying Termination" and death or disability, subject to our receipt of a release of claims in our favor. Involuntary Termination Outside of a Change in Control Under the terms of the CIC and Severance Agreement, our other NEOs are eligible to receive the following severance payments and benefits in the event that the NEO’s employment with us is terminated (i) by us for any reason other than for cause or (ii) by the NEO for good reason: ●Cash Severance: (i) a lump sum severance payment of 12 months base salary and (ii) a lump sum payment equal to the executive officer’s then-current target bonus opportunity;
●Equity Acceleration: if the NEO has been employed with the Company for a period of less than 12 months at the time of termination, then the NEO’s outstanding equity awards that vest upon the NEO completing a cliff vesting period of 12 months of continuous service or less (a “Vesting Cliff”) shall accelerate and become vested and exercisable as if the NEO’s employment had continued through the first Vesting Cliff, except, performance-based awards will vest only to the extent of achievement of performance milestones (if measurable on the date of the NEO’s termination); and ●Medical Benefits: a lump sum payment equal to the premiums for continued medical benefits for 12 months. Involuntary Termination in the Event of Change in Control Under the terms of the CIC and Severance Agreement, our other NEOs are eligible to receive severance payments and benefits in the event that the NEO’s employment with us is terminated in connection with the consummation of a change in control (generally defined as an acquisition of 50% of our voting securities, the sale or disposition of all or substantially all of the Company's assets, a merger or consolidation, or other "corporate transaction" under Section 424(a) of the Code) (i) by us at the request of the acquirer (prior to the consummation of a change in control), (ii) by us or our successor for any reason other than for “cause” (if termination occurs within 12 months following or 3 months preceding the consummation of, but following execution of an agreement that will result in, a change in control) or (iii) by the NEO for “good reason” or at the request of the acquirer (if termination occurs within 12 months following or 3 months preceding the consummation of, but following execution of an agreement that will result in, a change in control), as follows: ●Cash Severance: (i) a lump sum severance payment of 18 months base salary, (ii) a lump sum payment equal to 1.5x the executive officer’s then-current target bonus opportunity and (iii) a lump sum payment equal to the executive officer’s then-current target bonus opportunity on a prorated basis; ●Equity Acceleration: 100% acceleration of any then-unvested equity awards (with any performance based awards accelerating at the greater of actual achievement (if measurable) or target performance levels); and ●Medical Benefits: a lump sum payment equal to the premiums for continued medical benefits for 18 months. Under the CIC and Severance Agreement, in the event any payments or benefits constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code, such payments or benefits would be reduced to the maximum amount that does not result in the imposition of such excise tax, but only if such reduction results in the NEO receiving a higher net-after tax amount than the NEO would have received absent such reduction. Termination in the Event of Death or Disability Under the terms of the CIC and Severance Agreement, our other NEOs are eligible to receive severance payments and benefits in the event that the NEO’s employment with us is terminated in the event of death or disability (as defined in the CIC and Severance Agreement), as follows: ●Cash Severance: a lump sum payment equal to the executive officer’s then-current target bonus opportunity on a prorated basis; and ●Equity Acceleration: acceleration of any then-unvested equity awards that would otherwise have vested if service had continued through the end of the quarter in which separation took place (with performance-based awards only accelerating to the extent of the achievement of the applicable performance-based milestones (if measurable on the date of the NEO’s termination). 2021 Equity Incentive Plan Our 2021 Equity Incentive Plan (the “2021 EIP”) generally provides for the acceleration of vesting of equity awards granted under the plan upon a corporate transaction (as defined in the 2021 EIP) only if the acquiring entity does not agree to assume, convert, replace or substitute the awards. These provisions generally apply to all holders of awards
under the 2021 EIP, including the NEOs. The terms of the CIC and Severance Agreement generally provide for "double trigger" acceleration of vesting of equity awards as described above. Potential Payments Upon Termination or Change in Control The following table and narrative for each column set forth our payment obligations pursuant to the compensation arrangements for each of our NEOs, under the circumstances described in the table and narrative, assuming that their employment was terminated or a change in control occurred on December 31, 2022. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Voluntary Termination | | Involuntary Termination | | Involuntary Termination | | Termination – | | | | | No Change in Control | | No Change in Control | | Change in Control | | Death or Disability | | Name | | Benefits | | ($)(a) | | ($)(b) | | ($)(c) | | ($)(d) | | Robert Reffkin | | Cash Severance: | | | | 600,000 | | 1,000,000 | | 600,000* | | | RSU Acceleration(1): | | | | - | | 9,787,339 | | * | | | Medical Benefits***: | | | | 41,700 | | 55,600 | | 41,700* | | | Total: | | | | 641,700 | | 10,842,939 | | 641,700* | | Kalani Reelitz | | Cash Severance: | | | | 650,000 | | 1,000,753 | | 25,753** | | | RSU Acceleration(1): | | | | 932,000 | | 3,914,400 | | - | | | Medical Benefits***: | | | | 14,929 | | 22,393 | | - | | | Total: | | | | 1,596,929 | | 4,937,546 | | 25,753 | | Greg Hart | | Cash Severance: | | | | 650,000 | | 1,175,000 | | 200,000** | | | RSU Acceleration(1): | | | | - | | 1,416,335 | | - | | | Stock Option Acceleration(1): | | | | - | | 2,748,421 | | - | | | Medical Benefits***: | | | | 27,800 | | 41,700 | | - | | | Total: | | | | 677,800 | | 5,381,456 | | 200,000 | | Neda Navab | | Cash Severance: | | | | 600,000 | | 1,125,000 | | 225,000** | | | RSU Acceleration(1): | | | | - | | 611,823 | | - | | | Stock Option Acceleration(1): | | | | - | | 168,750 | | - | | | Medical Benefits***: | | | | 14,929 | | 22,393 | | - | | | Total: | | | | 614,929 | | 1,927,966 | | 225,000 | Danielle Wilkie(2) | | Cash Severance: | | | | 171,706 | | | | | | | RSU Acceleration: | | | | - | | | | | | | Stock Option Acceleration: | | | | (2) | | | | | | | Medical Benefits: | | | | 5,306 | | | | | | | Total: | | | | 177,012 | | | | | Kristen Ankerbrandt(3) | | Cash Severance: | | 1,004,000 | | | | | | | | | RSU Acceleration: | | (3) | | | | | | | | | Stock Option Acceleration: | | (3) | | | | | | | | | Medical Benefits: | | - | | | | | | | | | Total: | | 1,004,000 | | | | | | | Joseph Sirosh(4) | | Cash Severance: | | | | 1,359,452 | | | | | | | RSU Acceleration: | | | | (5) | | | | | | | Stock Option Acceleration: | | | | (5) | | | | | | | Medical Benefits: | | | | 3,927 | | | | | | | Total: | | | | 1.363.379 | | | | | Priyanka Singh(6) | | Cash Severance: | | 661,731 | | | | | | | | | RSU Acceleration: | | - | | | | | | | | | Stock Option Acceleration: | | - | | | | | | | | | Medical Benefits: | | - | | | | | | | | | Total: | | 661,731 | | | | | | | |
*Involuntary Termination is defined to include disability and death in Mr. Reffkin's Employment Agreement. If disability or death occurs without a change of control, Mr. Reffkin would receive the payments summarized in column (b), and if disability or death occurs in connection with a change in control, Mr. Reffkin would receive the payments summarized in column (c). **Upon termination for death or disability, our current NEOs, other than our CEO, will receive a pro-rated portion of the executive's then current target bonus opportunity for the portion of the year the executive served. ***Estimated based on current premiums and elections. 1.)Amounts are calculated using $2.33, the closing per share price of our Class A common stock as of December 30, 2022. 2.)Amount consists of a severance payment in the amount of $131,538 and a payout of $40,168 for accrued, unused vacation days. Ms. Wilkie also received a 24-month option exercise extension to exercise vested options to purchase shares of the Company's common stock, as well as three months payment of the employer portion of her health insurance premiums under COBRA. Ms. Wilkie's receipt of these payments was conditioned on signing a release of claims in favor of the Company. 3.)Amount consists of a $1,000,000 lump sum payment following Ms. Ankerbrandt's September 2, 2022 separation date and $4,000 in post-termination consulting fees. Ms. Ankerbrandt's Separation Agreement also extended the exercise period for her stock options for 48 months and provided that the vesting requirements for her stock options and RSUs would be satisfied as if she provided services through September 2, 2023. Ms. Ankerbrandt's receipt of these payments was conditioned on signing a release of claims in favor of the Company. 4.)Amounts consist of (i) a lump sum payment of $900,000 representing 24 months of his then current base salary, (ii) a lump sum payment of $400,000 representing 200% of his 2022 performance bonus target, (iii) subject to COBRA election, eligibility for monthly health insurance premiums for 18 months, or until eligible for health insurance coverage with a new employer, (iv) a lump sum payment of $45,000 for relocation; and (v) $14,452 for accrued, unused vacation days. Mr. Sirosh's receipt of these payments was conditioned on signing a release of claims in favor of the Company. 5.)Mr. Sirosh's Separation Agreement provided for (i) accelerated lapsing of the Company's right of repurchase with respect to 214,040 options to purchase shares of the Company's common stock, and (ii) accelerated vesting with respect to 37,950 RSUs. Acceleration was previously accounted for in the valuation of Mr. Sirosh's original grant. 6.)Amount consists of (i) a lump sum payment of $450,000 representing 12 months of her then current base salary, (ii) a lump sum payment of $200,000 representing 100% of her 2022 performance bonus target, (iii) $10,000 for attorneys fees; and (iv) a lump sum payment for accrued, unused vacation days. Ms. Singh's receipt of these payments was conditioned on signing a release of claims in favor of the Company.
CEO Pay Ratio We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Robert Reffkin, our Chief Executive Officer (“CEO”) for 2022, our last completed fiscal year: 1.The annual total compensation of our median employee was $86,280; and 2.The annual total compensation of our CEO, as reported in the Summary Compensation Table in this proxy statement, was $400,000. Based on this information for fiscal year 2022, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 4.6:1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. We used base salary as of December 31, 2022, annualized, as our consistently applied compensation measure to identify our median employee as of December 31, 2022. 3,191 members of our workforce (including full-time, part-time and temporary employees) were employed on December 31, 2022. Once we identified our median employee, we then determined that employee’s total compensation, including any perquisites and other benefits, in the same manner that we determine the total compensation of our named executive officers for purposes of the Summary Compensation Table disclosed above. The total compensation of our median employee, a Senior Transaction Coordinator, was determined to be $86,280. This total compensation amount for our median employee was then compared to the total compensation of our CEO disclosed above in the Summary Compensation Table, of $400,000. The elements included in the CEO’s total compensation are fully discussed above in the footnotes to the Summary Compensation Table.
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, see “Compensation Discussion and Analysis” above. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by NEOs, including with respect to RSUs.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(1)(2) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation Actually Paid to Non-CEO NEOs(2)(3) | Value of Initial Fixed $100 Investment Based On: | Net Loss
(in millions) | Company Selected Measure - Adjusted EBITDA(6) (in millions) | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | | 2022 | $ | 400,000 | | $ | (86,442,147) | | $ | 2,871,847 | | $ | (1,132,030) | | $ | 11.56 | | $ | 23.05 | | $ | (601.5) | | $ | (210.0) | | | 2021 | $ | 89,883,069 | | $ | 29,355,450 | | $ | 2,442,874 | | $ | 25,732 | | $ | 45.11 | | $ | 67.17 | | $ | (494.1) | | $ | 1.6 | |
(1) Robert Reffkin is the CEO for purposes of calculating the amounts in each applicable year. (2) None of our NEOs participate in a pension plan; therefore, we did not report a change in pension value for any of the years reflected in this table, and a deduction from the Summary Compensation Table total related to pension value is not needed. A reconciliation of Total Compensation from the Summary Compensation Table to compensation actually paid to our CEO and our other NEOs (as an average) is shown below:
| | | | | | | | | | | | | | | | 2022 | 2021 | | Adjustments: | CEO | Average of Non-CEO NEOs | CEO | Average of Non-CEO NEOs | | Total Compensation as reported in Summary Compensation Table (SCT) | $ | 400,000 | | $ | 2,871,847 | | $ | 89,883,069 | | $ | 2,442,874 | | Adjustments for stock and option awards (a): | | | | | | (Subtraction): Stock and option awards amounts as reported in SCT | — | | (1,840,102) | | (89,151,583) | | (1,139,476) | | | Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | — | | 698,361 | | 38,354,418 | | 589,016 | | | Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | (76,784,671) | | (1,049,169) | | (57,562,295) | | (2,462,169) | | | Addition: Vesting date fair value of awards granted and vesting during such year | — | | 312,886 | | — | | 153,634 | | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year | (10,057,476) | | (1,081,263) | | 47,831,841 | | 441,853 | | | (Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during such year | — | | (1,044,590) | | — | | — | | | Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year | — | | — | | — | | — | | | Compensation Actually Paid (as calculated) | $ | (86,442,147) | | $ | (1,132,030) | | $ | 29,355,450 | | $ | 25,732 | | (a) The fair values of the stock and option awards were calculated using valuation assumptions in accordance with ASC 718 including: (i) the fair value of RSU awards was calculated using the closing price of our common stock as of the last day of the applicable year or on the date of vesting, as applicable; (ii) the fair value of the CEO's performance based vesting RSU awards was estimated using a Monte Carlo Simulation method; and (iii) the fair value of options was estimated using the Black-Scholes option-pricing model. |
(3) The names of the non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Kristen Ankerbrandt, Kalani Reelitz, Greg Hart, Neda Navab, Priyanka Singh, Joseph Sirosh and Danielle Wilkie; and (ii) for 2021, Kristen Ankerbrandt, Greg Hart, Neda Navab and Priyanka Singh. (4) The amounts disclosed represent the value of an investment of $100 in Compass common stock at the end of each period presented assuming the investment was made at the beginning of each period presented. The total shareholder return used to determine these values was calculated by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. For the year ended December 31, 2021, the measurement period started on April 1, 2021, which is the date of the Company's IPO.
(5) The amounts disclosed represent the value of an investment of $100 in a peer group index at the end of each period presented assuming the investment was made at the beginning of each period presented. The total shareholder return applied to each investment period is calculated using a peer group index that represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose are the following companies: Zillow Group, Inc. (ZG), Redfin Corp (RDFN), Opendoor Technologies Inc. (OPEN), EXP World Holdings, Inc. (EXPI), and Anywhere Real Estate Inc. (HOUS), formerly Realogy Holdings Corp. (RLGY). For the year ended December 31, 2021, the measurement period started on April 1, 2021, which is the date of the Company's IPO. (6) Our Company-selected measure is Adjusted EBITDA, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link compensation actually paid to our NEOs for fiscal 2022 to our Company’s performance. Adjusted EBITDA is a non-GAAP financial measure that represents our net loss attributable to Compass, Inc. adjusted for depreciation and amortization, investment income, net interest expense, stock-based compensation expense, benefit from income taxes and other items.
Tabular List of Important Financial Performance Measures The most important financial measures used by the Company to link compensation actually paid (as defined by SEC rules) to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance are: | | | | Adjusted EBITDA | | Free cash flow | | Platform contribution margin |
Adjusted EBITDA is defined in footnote 6 to the Pay Versus Performance Table above. Free Cash Flow is a non-GAAP financial measure that represents net cash used in operating activities less capital expenditures. Platform contribution margin represents revenue less commissions and other related expense adjusted for stock-based compensation divided by revenue. Platform contribution margin is a non-GAAP metric that the Company does not report publicly in accordance with SEC regulations but which the Company finds useful for managing certain aspects of the business. Analysis of the Information Presented in the Pay Versus Performance Table While we utilize several performance measures to align executive compensation with performance, all of those measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay Versus Performance table. In particular, our CEO’s compensation actually paid, as reported in the Pay Versus Performance table, ranged from almost $29.4 million in 2021 to approximately negative $86.4 million in 2022, whereas compensation actually realized, meaning cash compensation and the value of equity as vested, was $76.7 million in 2021 and $11.5 million in 2022. The majority of the compensation realized in 2021 was the value of equity grants that vested upon our IPO. Compensation actually paid as reported in the Pay Versus Performance table is a large negative number due to stock price declines. Stock price declines decrease the value of outstanding RSUs and also decrease the probability of the performance awards vesting.
Compensation Actually Paid and Total Shareholder Return We present our CEO's and average non-CEO NEO's pay for 2021 and 2022 in comparison with the TSR on a hypothetical $100 investment in our stock made on April 1, 2021 and the hypothetical $100 investment in our peer group's stock as of the same date. We then show how our return and the peer group changed over time so that you can view the change in pay with the change in return.
Compensation Actually Paid and Net Loss We present our CEO's and non-CEO NEO’s pay for 2021 and 2022 in comparison with the Company’s net loss over the same periods.
Compensation Actually Paid and Adjusted EBITDA We present our CEO's and non-CEO NEO’s pay for 2021 and 2022 in comparison with the Company’s Adjusted EBITDA over the same periods.
Equity Compensation Plan Information The following table provides information regarding our equity compensation plans as of December 31, 2022.
| | | | | | | | | | | | | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights ($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | (a) | (b) | (c) | | Equity compensation plans approved by security holders | 82,981,583(1) | 5.44(2) | 45,388,610(3)(4) | Equity compensation plans not approved by security holders(5) | 930,890(5) | 5.16 | - | | Total | 83,912,473 | 5.44 | 45,388,610 | | (1) Includes:(a) 38,426,027 shares of our Class A common stock issuable pursuant to RSUs under our 2021 EIP and our 2012 Stock Incentive Plan ("2012 Plan"), (b) 44,170,536 shares of our Class A common stock underlying options granted under our 2021 EIP and our 2012 Plan, (c) 16,100 shares of our Class A common stock underlying stock appreciation rights (SARs) granted under our 2021 EIP, and (d) 368,920 shares of our Class A common stock subject to purchase rights under our 2021 Employee Stock Purchase Plan ("ESPP") as of December 31, 2022. Does not include 121,532 shares of our Class A common stock issued under restricted stock awards (RSAs) pursuant to our 2021 EIP. Outstanding RSA shares are subject to the company's right to repurchase until fully vested. | | (2) Does not include RSUs or shares subject to purchase under our ESPP. | | (3) Includes 34,632,904 shares available under our 2021 EIP and 10,755,706 shares available for grant under our ESPP. | | (4) Our 2021 EIP and ESPP contain evergreen provisions whereby the number of shares reserved for issuance under the 2021 EIP and ESPP automatically increase on January 1 of each of the calendar years 2022 through 2031 by 5% and 1% respectively of the Company's issued and outstanding common stock (and preferred stock, if applicable, for the ESPP) on December 31 immediately prior to the date of the automatic increase (subject to a cap of 150,000,000 shares issued over the term of the ESPP). | | (5) Non-qualified stock options granted to certain service providers (independent contractors) outside of our 2012 Plan in 2019 before we became a publicly traded company. |
Questions and Answers About the Annual Meeting Proxy Materials Why am I receiving these materials? We are distributing our proxy materials because our Board of Directors is soliciting your proxy to vote at the Annual Meeting. This proxy statement summarizes the information you need to vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. Pursuant to SEC rules, we are providing access to our proxy materials via the Internet under the “notice and access” approach. Accordingly, we are mailing a Notice of Internet Availability of Proxy Materials (“Notice”) to many of our stockholders instead of a paper copy of the proxy materials. All stockholders may access our proxy materials on the website referred to in the Notice. You may also request to receive a printed set of the proxy materials. You can find instructions regarding how to access our proxy materials via the Internet and how to request a printed copy in the Notice. Additionally, by following the instructions in the Notice, you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe that these rules allow us to provide our stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Why did I receive a Notice instead of a full set of proxy materials? Unless you have requested that we provide a copy of our proxy materials to you by mail or email, we are providing only the Notice to you by mail or email. The Notice will instruct you as to how you may access and review the proxy materials on the Internet. The Notice will also instruct you as to how you may access your proxy card to vote over the Internet. If you received the Notice by mail or email and would like to receive a paper copy of our proxy materials, free of charge, please follow the instructions included in the Notice. This proxy statement is dated April 12, 2023 and distribution of the Notice to stockholders is scheduled to begin on or about April 12, 2023. We have adopted this procedure pursuant to rules adopted by the SEC in order to conserve natural resources and reduce our costs of printing and distributing the proxy materials, while providing a convenient method for stockholders to access the materials and vote. What does it mean if I received more than one Notice or proxy card? If you receive more than one Notice or proxy card, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on each Notice or proxy card and provide voting instructions for each Notice or proxy card by telephone, through the Internet, or by mail. If you requested or received paper proxy materials and you intend to vote by mail, please complete, sign, and return each proxy card you received to ensure that all of your shares are voted. I share an address with another stockholder, and we received only one (or more than one) paper copy of the proxy materials. How may I obtain an additional (or single) copy of the proxy materials? Under the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings and reduced environmental impact. To take advantage of this opportunity, we have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders
prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the proxy statement or annual report, contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. In addition, if you currently are a stockholder who shares an address with another stockholder and would like to receive only one copy of future notices and proxy materials for your household, you may notify your broker if your shares are held in a brokerage account or you may notify us if you hold registered shares. Registered stockholders may notify us by contacting Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. Voting Information What proposals will be voted on at the Annual Meeting, how does the Board of Directors recommend that I vote and how many votes are needed for approval of each proposal? The table below sets forth information on the Board of Directors’ recommendation, the vote required and the effect of abstentions and broker non-votes. For each of the proposals below, the holders of our Class A common stock and Class C common stock vote together as a single class. | | | | | | | | | | | | | | | | | | | | Board of Directors Voting Recommendation | Vote Required | Effect of Abstentions | Broker Discretionary Voting Recommendation Vote Required Effect of Abstentions Voting Allowed | Proposal No. 1: Election of Three Nominees for Class II Director | | FOR each director nominee | Plurality of the votes cast | No effect | No Class I Directors | Proposal No. 2: Ratification FOR Majority of votes cast No effect Yes of the Appointment of PricewaterhouseCoopers LLP as Our Independent Public Accounting Firm for 2022 2023 | | FOR | Majority of votes cast | No effect | Yes | Proposal No. 3: Advisory Vote to FOR Majority of votes cast No effect No Approve 20212022 Named Executive Officer Compensation (“Say-on-Pay Vote”) Proposal No. 4: Advisory Vote to | | FOR ONE YEAR | Majority of votes cast | No effect | No Approve the Frequency of Future Say-on-Pay Votes Who is entitled to vote at the Annual Meeting? The record date for the Annual Meeting is the close of business on April 5, 2022. As of the record date, 409,295,983 shares of Class A common stock, par value $0.00001 per share, and 17,771,256 shares of Class C common stock, par 59 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ha | Sequence: 2 CHKSUM Content: 48460 Layout: 47736 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 |
Who is entitled to vote at the Annual Meeting? The record date for the Annual Meeting is the close of business on April 4, 2023. As of the record date, 440,406,879 shares of Class A common stock, par value $0.00001 per share, and 18,618,568 shares of Class C common stock, par value $0.00001 per share, were outstanding. Only holders of our common stock as of the record date will be entitled to vote. What is the difference between holding shares as a stockholder of record and as a beneficial owner? Stockholders of Record (shares registered in your name). If your shares are registered directly in your name with our transfer agent, Computershare Shareowner Services LLC, you are considered the "stockholder of record" with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to Compass or to a third party, or to vote your shares during the Annual Meeting. Beneficial Owners (shares registered in the name of your broker, bank or other nominee). If your shares are held in a brokerage account or by a bank or other holder of record (commonly referred to as holding shares in “street name”), you are considered the “beneficial owner” of those shares. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares during our Annual Meeting.
| value $0.00001 per share, were outstanding. Only holders of record of our common stock as of the record date will be entitled to notice to vote. What is the difference between holding shares as a stockholder of record and as a beneficial owner? Stockholders of Record (shares registered in your name). If your shares are registered directly in your name with our transfer agent, Computershare Shareowner Services LLC, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to Compass or to a third party, or to vote your shares during the Annual Meeting. Beneficial Owners (shares registered in the name of your broker, bank or other nominee). If your shares are held in a brokerage account or by a bank or other holder of record (commonly referred to as holding shares in “street name”), you are considered the “beneficial owner” of those shares. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares during our Annual Meeting. How do I vote before the Annual Meeting and what is the voting deadline? You may vote before the Annual Meeting through any of the following methods: www.viewproxy.com/COMPASS/2022
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How do I vote before the Annual Meeting and what is the voting deadline? You may vote before the Annual Meeting through any of the following methods: | | | | | | | | | | |
www.proxyvote.com | | VIA THE INTERNET | |
| | | | | | | | | | | Call 1 (866) 804-9616(800) 690-6903 (if you are a registered record holder) | | BY TELEPHONE | |
| | | | | | | | | | | Complete, date, and sign your proxy card (if you are a record holder)stockholder of record) or voting instruction form (if you are a beneficial holder)owner) and return it in the postage-paid envelope | | BY MAIL | |
| | | | | | | | | | | Internet and telephone voting are available 24 hours a day until 11:59 p.m. Eastern Time on Wednesday, June 1, 2022. May 31, 2023. | DEADLINE 60 2022 PROXY STATEMENT Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ha | Sequence: 3 CHKSUM Content: 60511 Layout: 11824 Graphics: 52635 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: ~note-color 2, Black, PANTONE 318 U GRAPHICS: Deadline_icon_k.eps, mail_icon_k.eps, phone_icon_k.eps, Internet_icon_k.eps V1.5 | |
How do I vote at the Annual Meeting? The Annual Meeting will be held virtually. To vote online during the Annual Meeting, join the virtual Annual Meeting at www.virtualshareholdermeeting.com/COMP2023 using your 16-digit control number (included in the Notice sent to you) and follow the instructions in the Annual Meeting portal. Whether you are a stockholder of record or a beneficial stockholder, you may vote your shares electronically during the Annual Meeting. Even if you plan to participate in the Annual Meeting, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to participate in the Annual Meeting. A list of registered stockholders entitled to vote at the Annual Meeting will be available for inspection by stockholders during the Annual Meeting for any legally valid purpose related to the Annual Meeting. Can I change my vote or revoke my proxy? Stockholders of Record (shares registered in your name). If you are a stockholder of record, you may change your vote before the Annual Meeting by submitting a later-dated proxy through any of the methods described under question “How do I vote before the Annual Meeting and what is the voting deadline?” above, which will automatically revoke the earlier proxy. You do not need to deliver the later-dated proxy using the same method as the original proxy. You may also revoke your proxy by delivering a written notice to our Corporate Secretary at 90 5th Ave, New York, New York 10011 or by email to corporatesecretary@compass.com stating that you are revoking your proxy. This revocation is valid only if we receive your notice before the Annual Meeting. Beneficial Owners (shares registered in the name of your broker, bank or other nominee). If you are a beneficial holder, please contact your broker or nominee for the procedures on revoking your proxy or changing your vote before the Annual Meeting. Both stockholders of record and beneficial owners may change their vote by attending the Annual Meeting and voting at the meeting. However, your attendance at the Annual Meeting, alone, will not revoke your proxy. What is the effect of giving a proxy? All proxies will be voted in accordance with the instructions specified on the signed proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our Board of Directors.
| How do I vote at the Annual Meeting? The Annual Meeting will be held virtually. To participate in the Annual Meeting, you will first need to register at www.viewproxy.com/COMPASS/2022.Your registration must be received by 11:59 p.m. Eastern Time on May 30, 2022. At the time of the registration you will be provided a unique join link and password that you will need to use to access the Annual Meeting at the time of the meeting. Whether you are a stockholder of record or a beneficial stockholder, you may vote your shares electronically during the Annual Meeting. Even if you plan to participate in the Annual Meeting, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to participate in the Annual Meeting. A list of registered stockholders entitled to vote at the Annual Meeting will be available for inspection by stockholders during the Annual Meeting for any legally valid purpose related to the Annual Meeting. Can I change my vote or revoke my proxy? Stockholders of Record (shares registered in your name). If you are the stockholder of record, you may change your vote before the Annual Meeting by submitting a later-dated proxy through any of the methods described under question “How do I vote before the Annual Meeting and what is the voting deadline?” above, which will automatically revoke the earlier proxy. You do not need to deliver the later-dated proxy using the same method as the original proxy. You can also revoke your proxy by delivering a written notice to our Corporate Secretary stating that you are revoking your proxy. This revocation is valid only if we receive your notice before the Annual Meeting. Beneficial Owners (shares registered in the name of your broker, bank or other nominee). If you are a beneficial holder, please contact your broker or nominee for the procedures on revoking your proxy or changing your vote before the meeting. Both stockholders of record and beneficial holders may change their vote by attending the Annual Meeting and voting at the meeting. However, your attendance at the Annual Meeting, alone, will not revoke your proxy. What is the effect of giving a proxy? All proxies will be voted in accordance with the instructions specified on the signed proxy card. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our Board of Directors. What if I do not specify how my shares are to be voted? If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described below) and will not be counted in determining the number of shares necessary for approval of the proposals. However, broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting. What are the effects of abstentions and broker non-votes? A broker non-vote occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will only have discretion to vote your shares on “routine” matters. Where a proposal is not “routine,” a broker who has not received instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. At our Annual Meeting, only the ratification of the appointment of our independent registered public accounting firm 61 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ha | Sequence: 4 CHKSUM Content: 18770 Layout: 5728 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5
| | | | | | | | | Compass, Inc. | 63 |
What if I do not specify how my shares are to be voted? If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described below) and will not be counted in determining the number of shares necessary for approval of the proposals. However, broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting. What are the effects of abstentions and broker non-votes? A broker non-vote occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If your broker holds your shares in its name and you do not instruct your broker how to vote, your broker will only have discretion to vote your shares on “routine” matters. Where a proposal is not “routine,” a broker who has not received instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that proposal. At our Annual Meeting, only the ratification of the appointment of our independent public accounting firm (Proposal 2) is considered a routine matter. All other proposals are considered “non-routine,” and your broker will not have discretion to vote on these proposals. Broker non-votes and abstentions by stockholders from voting (including brokers holding their clients' shares of record who cause abstentions to be recorded) will be counted towards determining whether or not a quorum is present. However, because broker non-votes and abstentions are not voted affirmatively or negatively, they will have no effect on the approval of any of the proposals. What is a quorum? The holders of a majority of the voting power of the shares of our common stock entitled to vote at the Annual Meeting as of the record date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote electronically at the Annual Meeting or if you have properly submitted a proxy. How are proxies solicited for the Annual Meeting and who is paying for such solicitation? The accompanying proxy is solicited by and on behalf of our Board of Directors, whose Notice of the Annual Meeting is attached to this proxy statement, and the entire cost of such solicitation will be borne by us. In addition to the use of the mails, proxies may be solicited by telephone and email by directors, officers and our other employees, who will not be specially compensated for these services. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held of record by such brokers, nominees, custodians and other fiduciaries. We will reimburse such persons for their reasonable expenses in connection therewith. Certain information contained in this proxy statement relating to the background and security holdings of our directors and officers is based upon information received from the individual directors and officers. Is my vote confidential? Yes. Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within the Company or to third parties, except as necessary (i) to meet applicable legal requirements, (ii) to allow for tabulation and certification of the vote, and (iii) to facilitate successful proxy solicitation by the Board of Directors. How can I find out the results of the voting at the Annual Meeting? We will announce preliminary voting results at the Annual Meeting and publish final results on a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting.
| 62 2022
| | | | | | | | | | | | 64 | 2023 PROXY STATEMENT (Proposal 2) is considered a routine matter. All other proposals are considered “non-routine,” and your broker will not have discretion to vote on these proposals. Broker non-votes and abstentions by stockholders from voting (including brokers holding their clients’ shares of record who cause abstentions to be recorded) will be counted towards determining whether or not a quorum is present. However, because broker non-votes and abstentions are not voted affirmatively or negatively, they will have no effect on the approval of any of the proposals. What is a quorum? The holders of a majority of the voting power of the shares of our common stock entitled to vote at the Annual Meeting as of the record date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote electronically at the Annual Meeting or if you have properly submitted a proxy. How are proxies solicited for the Annual Meeting and who is paying for such solicitation? The accompanying proxy is solicited by and on behalf of our Board of Directors, whose Notice of the Annual Meeting is attached to this proxy statement, and the entire cost of such solicitation will be borne by us. In addition to the use of the mails, proxies may be solicited by telephone and email by directors, officers and our other employees, who will not be specially compensated for these services. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held of record by such brokers, nominees, custodians and other fiduciaries. We will reimburse such persons for their reasonable expenses in connection therewith. Certain information contained in this proxy statement relating to the occupations and security holdings of our directors and officers is based upon information received from the individual directors and officers. Is my vote confidential? Yes. Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within the Company or to third parties, except as necessary (i) to meet applicable legal requirements, (ii) to allow for tabulation and certification of the vote, and (iii) to facilitate successful proxy solicitation by the Board of Directors. How can I find out the results of the voting at the Annual Meeting? We will announce preliminary voting results at the Annual Meeting and publish final results on a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting. Other Information What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors? You may present proposals for action at a future meeting or submit nominations for election of directors only if you comply with the requirements of the rules established by the SEC and our amended and restated bylaws, as applicable. In order for a Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ha | Sequence: 5 CHKSUM Content: 35829 Layout: 29981 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 | | |
Other Information What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors? You may present proposals for action at a future meeting or submit nominations for election of directors only if you comply with the requirements of the rules established by the SEC and our amended and restated bylaws, as applicable. In order for a stockholder proposal to be considered for inclusion in our proxy statement and form of proxy relating to our 2024 annual meeting of stockholders, the proposal must be received by us at our principal executive offices no later than December 14, 2023. Stockholders wishing to bring a proposal or nominate a director at the 2024 annual meeting (but not include it in our proxy materials) under our amended and restated bylaws must provide written notice of such proposal to our Corporate Secretary at our principal executive offices between close of business February 2, 2024 and close of business March 3, 2024 and comply with the other provisions of our amended and restated bylaws. In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the nominees of the Board of Directors must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than April 2, 2024. Where can I find more information about the Company’s SEC filings, governance documents and communicating with the Company and the Board? SEC Filings and Reports. Our SEC filings, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, are available free of charge on our Investor Relations website at https://investors.compass.com/financials/sec-filings/default.aspx. We will mail, without charge, upon written request, a copy of our Annual Report on Form 10-K for the year ended December 31, 2022, including the financial statements and list of exhibits, and any exhibit specifically requested. Requests should be sent to: Compass, Inc. 90 5th Ave New York, New York 10011 Attn: Corporate Secretary Corporate Governance Documents. The Corporate Governance Guidelines, charters of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, Employee and Director Code of Ethics and Vendor Code of Ethics are available in the governance section of our Investor Relations website at https://investors.compass.com/overview/default.aspx under the “Governance” tab. Communicating with Management and Investor Relations. Stockholders may contact management or Investor Relations through our Investor Relations department by writing to Investor Relations at our principal executive offices at Compass, Inc., 90 5th Ave, New York, New York 10011 or by email at investorrelations@compass.com. Communicating with the Board of Directors. Our Board of Directors has adopted a process by which stockholders or other interested persons may communicate with the Board of Directors or any of its members. Stockholders and other interested parties may send communications in writing to any or all directors in care of our Corporate Secretary, Compass, Inc., 90 5th Ave, New York, New York 10011 or by email to corporatesecretary@compass.com. Each communication should specify the applicable addressee or addressees to be contacted, the general topic of the communication, and information about your share ownership. The Company will initially receive and process communications before forwarding them to the addressee. Certain items that are unrelated to the duties and responsibilities of the Board of Directors will not be forwarded. Such items include, but are not limited to: spam, junk mail and mass mailings, new product suggestions, resumes and other forms of job inquiries, surveys, and business solicitations or advertisements. In addition, material that is trivial, obscene, unduly hostile, threatening, or illegal or similarly unsuitable items will not be forwarded.
| stockholder proposal to be considered for inclusion in our proxy statement and form of proxy relating to our 2023 annual meeting of stockholders, the proposal must be received by us at our principal executive offices no later than December 16, 2022. Stockholders wishing to bring a proposal or nominate a director at the 2023 annual meeting (but not include it in our proxy materials) under our amended and restated bylaws must provide written notice of such proposal to our Corporate Secretary at our principal executive offices between close of business February 2, 2023 and close of business March 4, 2023 and comply with the other provisions of our amended and restated bylaws. Where can I find more information about the Company’s SEC filings, governance documents and communicating with the Company and the Board? SEC Filings and Reports. Our SEC filings, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, are available free of charge on our Investor Relations website at https://investors.compass.com/ financials/ sec-filings/default.aspx. We will mail, without charge, upon written request, a copy of our annual report on Form 10-K for the year ended December 31, 2021, including the financial statements and list of exhibits, and any exhibit specifically requested. Requests should be sent to:
| | | | | | | | | Compass, Inc. 90 5th Ave 3rd floor, New York, New York 10011 Attn: Corporate Secretary Corporate Governance Documents. The Corporate Governance Guidelines, charters of our our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, Code of Ethics and Vendor Code of Ethics are available in the governance section of our Investor Relations website at https://investors.compass.com/overview/default.aspx under the “Governance” tab. Communicating with Management and Investor Relations. Stockholders may contact management or Investor Relations through our Investor Relations department by writing to Investor Relations at our principal executive offices at Compass, Inc., 90 5th Ave 3rd floor, New York, New York 10011 or by email at investorrelations@compass.com. Communicating with the Board of Directors. Our Board has adopted a process by which stockholders or other interested persons may communicate with the Board of Directors or any of its members. Stockholders and other interested parties may send communications in writing to any or all directors in care of our Corporate Secretary, Compass, Inc., 90 5th Ave 3rd floor, New York, New York 10011 or by email at corporatesecretary@compass.com. Each communication should specify the applicable addressee or addressees to be contacted, the general topic of the communication, and information about your share ownership. The Company will initially receive and process communications before forwarding them to the addressee. Certain items that are unrelated to the duties and responsibilities of the Board will not be forwarded. Such items include, but are not limited to: spam; junk mail and mass mailings; new product suggestions; resumes and other forms of job inquiries; surveys; and business solicitations or advertisements. In addition, material that is trivial, obscene, unduly hostile, threatening, or illegal or similarly unsuitable items will not be forwarded. 63 COMPASS, INC. Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ha | Sequence: 6 CHKSUM Content: 17383 Layout: 48419 Graphics: 0 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: Black, ~note-color 2 GRAPHICS: none V1.5 | 65 |
| 64 2022 PROXY STATEMENT Other Matters The Board of Directors is not aware of any other matters that will be presented for consideration at the Annual Meeting. However, if any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy intend to vote on those matters in accordance with their best judgment. By Order of the Board of Directors, Bradley K . Serwin General Counsel and Corporate Secretary Toppan Merrill - Compass_ Inc DEF 14A ED | 111292 | 15-Apr-22 00:50 | 22-10332-1.ha | Sequence: 7 CHKSUM Content: 33077 Layout: 35808 Graphics: 48448 CLEAN JOB: 22-10332-1 CYCLE#;BL#: 9; 0 TRIM: 8.25" x 10.75" AS: New York: 212-620-5600 COLORS: ~note-color 2, Black GRAPHICS: Bradley_K_Serwin_K_sig.eps V1.5
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The Board of Directors is not aware of any other matters that will be presented for consideration at the Annual Meeting. However, if any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy intend to vote on those matters in accordance with their best judgment.By Order of the Board of Directors, Bradley K. Serwin Bradley K. Serwin
General Counsel and Corporate Secretary
| | | | | | | | | | | | | 66 | 2023PROXY Compass, Inc. PROXY FOR VIRTUAL ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 2, 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED The undersigned hereby appoints Bradley Serwin and Scott Wahlers or either of them, each with power of substitution, as proxies for the undersigned to vote all shares of common stock of Compass, Inc. which the undersigned is entitled to vote at the virtual Annual Meeting of Stockholders (the "Annual Meeting") to be held on June 2, 2022 at 1:30 PM Eastern Time, and any adjournment or postponement thereof, as hereinafter specified and, in their judgment, upon such other matters as may properly come before the meeting. The undersigned hereby revokes all proxies previously given. THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED “FOR” EACH OF THE NOMINEES NAMED IN PROPOSAL 1, AND “FOR” PROPOSALS 2 AND 3 AND “ONE YEAR” FOR PROPOSAL 4. THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR JUDGMENT UPON SUCH OTHER BUSINESS NOT KNOWN AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF. (Continued and to be marked, dated and signed on other side) PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. If you plan to attend the Annual Meeting, you must be a holder of shares of common stock of Compass, Inc. as of the record date of April 5, 2022 and you must register at www.viewproxy.com/Compass/2022 by 11:59 p.m. Eastern Time on May 30, 2022. You will need to enter your name, phone number and email address, and provide a copy of the legal proxy which may be uploaded to the registration website or sent via email to VirtualMeeting@ viewproxy.com as part of the registration following which, you will receive an email confirming your registration and including your virtual control number as well as the password to attend the Annual Meeting. Please note, if you do not provide a copy of the legal proxy, you may still attend the Annual Meeting, but you will be unable to vote your shares electronically at the Annual Meeting. Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Meeting of Stockholders to be held June 2, 2022 The Proxy Statement and our 2021 Annual Report to Stockholders are available at: http://www.viewproxy.com/Compass/2022STATEMENT | | |
| Please mark your votes like this in blue or black ink The Board of Directors recommends you vote FOR each of the nominees named in Proposal 1, FOR Proposals 2 and 3, and ONE YEAR for Proposal 4. Proposal 1 – Election of Class I Directors Proposal 3 – Advisory Vote to Approve 2021 Named Executive Officer Nominees: 1a. Robert Reffkin 1b. Frank Martell FOR AGAINST ABSTAIN Compensation ("Say-On-Pay Vote"). FOR AGAINST ABSTAIN Proposal 4 – Advisory Vote to Approve the Frequency of Future Say- Proposal 2 – Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Public Accounting Firm for 2022. FOR AGAINST ABSTAIN On-Pay Votes. ONE YEAR TWO YEARS THREE YEARS ABSTAIN To transact other business as may properly come before the meeting or any adjournment or postponement thereof. Date Signature Address Change/Comments: (If you noted any Address Changes and/or Comments above, please mark box.) Please indicate if you plan to attend this meeting Signature (Joint Owners) Note: Please sign exactly as your name or names appear on this card. Joint owners should each sign personally. If signing as a fiduciary or attorney, please give your exact title. CONTROL NUMBER PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. As a stockholder of
| | | | | | | | | Compass, Inc. you have the option of voting your shares electronically through the Internet or by telephone, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m., Eastern Standard Time, on June 1, 2022. CONTROL NUMBER PROXY VOTING INSTRUCTIONS Please have your 11 digit control number ready when voting by Internet or Telephone INTERNET Vote Your Proxy on the Internet: Go to www.AALVote.com/COMP Have your proxy card available when you access the above website. Follow the prompts to vote your shares. TELEPHONE Vote Your Proxy by Phone: Call 1 866-804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. MAIL Vote Your Proxy by Mail: Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided. | 67 |
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