UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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

Check the appropriate box:

Newmark Group, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

August 14, 2018November 5, 2021

Dear Stockholder:

It is my pleasure to inform you that our 20182021 Annual Meeting of Stockholders (the “Annual Meeting”), will be conducted online on Tuesday, September 25, 2018,Friday, December 17, 2021, commencing at 10:11:00 a.m. (local time). The virtual natureOur Board of Directors will once again conduct the Annual Meeting as a virtual meeting in light of the COVID-19 pandemic and because it believes that a virtual meeting will enable increased shareholderstockholder accessibility, while improving meeting efficiency and reducing costs. Stockholders will be able to listen, vote, and submit questions from their home or any remote location with Internet connectivity. Information on how to participate in this year’sthe Annual Meeting can be found on page 23 of the Proxy Statement.

WeThis year, we are once again taking advantage of the Securities and Exchange Commission rule that allows companies to provide their stockholders with access to proxy materials overon the Internet. On or about August 14, 2018,November 5, 2021, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders informing them that our Proxy Statement, Annual Report for the fiscal year ended December 31, 20172020 and voting instructions are available online. As more fully described in that Notice, all stockholders may choose to access our proxy materials on the Internet or may request to receive paper copies of the proxy materials. This allows us to conserve natural resources and reduces the costs of printing and distributing the proxy materials, while providing our stockholders with access to the proxy materials in a fast and efficient manner.

During the Annual Meeting, you will be asked to consider and vote upon (i) the election of four directors; (ii) an advisorya vote on executive compensation;the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; (iii) an advisory vote on the frequency of future advisory votes on executive compensation; and (iv) such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Whether or not you are able to participate in the Annual Meeting, it is important that your shares be represented. Please vote your shares using the Internet or the designated toll-free telephone number, or by requesting a printed copy of the proxy materials and completing and returning by mail the proxy or voting instruction card you will receive in response to your request. Please refer to the section entitled “Voting viaVia the Internet, by Telephone, or by Mail” on page 12 of the Proxy Statement for a description of these voting methods.

Newmark Group, Inc.

125 Park Avenue

New York, New York 10017

Notice of 20182021 Annual Meeting of Stockholders

NOTICE IS HEREBY GIVEN that our 20182021 Annual Meeting of Stockholders will be held on Tuesday, September 25, 2018,Friday, December 17, 2021, commencing at 10:11:00 a.m. (local time), for the following purposes:

Only holders of record of our Class A common stock or our Class B common stock at the close of business on July 30, 2018October 18, 2021 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. If you plan to participate in the Annual Meeting, please see the instructions under “Participating in the Annual Meeting” beginning on page 23 of the accompanying Proxy Statement. Stockholders will be able to listen, vote, and submit questions from their home or from any remote location that has Internet connectivity. Please see the instructions for voting under “Voting Via the Internet, by Telephone, or by Mail” beginning on page 2 of the accompanying Proxy Statement. There will be no physical location for Stockholdersstockholders to attend. Stockholders may only participate online by logging in at www.virtualshareholdermeeting.com/nmrk.nmrk2021.

By Order of the Board of Directors,

STEPHEN M. MERKELCAROLINE A. KOSTER

Corporate Secretary

August 14, 2018November 5, 2021

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO PARTICIPATE IN

THE ANNUAL MEETING, PLEASE VOTE AS PROMPTLY AS POSSIBLE USING THE

INTERNET OR THE DESIGNATED TOLL-FREE TELEPHONE NUMBER

OR BY REQUESTING A PAPER ORE-MAIL COPY OF THE PROXY MATERIALS AND

COMPLETING AND RETURNING BY MAIL THE PROXY OR VOTING INSTRUCTION CARD

YOU WILL RECEIVE IN RESPONSE TO YOUR REQUEST.

Table of Contents

Newmark Group, Inc.

125 Park Avenue

New York, New York 10017

PROXY STATEMENT

This Proxy Statement is being furnished in connection with the solicitation of proxies by and on behalf of our Board of Directors for use at the 20182021 Annual Meeting of Stockholders (the “Annual Meeting”) of Newmark Group, Inc. (the “Company,” “Newmark,” “we,” “us,” or “our”) to be held on September 25, 2018,December 17, 2021, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of 20182021 Annual Meeting of Stockholders. There will be no physical location for stockholders to attend. Stockholders may only participate online by logging in at www.virtualshareholdermeeting.com/nmrk2021. Our Annual Report for the fiscal year ended December 31, 20172020 (the “2017“2020 Annual Report”), accompanies this Proxy Statement. The Notice of Internet Availability of Proxy Materials is expected to be mailed to stockholders on or about August 14, 2018.November 5, 2021.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 25, 2018:DECEMBER 17, 2021:

On or about August 14, 2018,November 5, 2021, we will begin mailing a notice, called the Notice of Internet Availability of Proxy Materials (the “Notice”), to our stockholders advising them that this Proxy Statement, the 20172020 Annual Report and voting instructions can be accessed over the Internet at www.proxyvote.com. You may then access these proxy materials over the Internet, or you may request that a printed copy of the proxy materials be sent to you. If you want to receive a paper ore-mail copy of these proxy materials, you must request one over the Internet at www.proxyvote.comwww.proxyv,ote.com, by calling toll free1-800-579-1639, or by sending ane-mail tosendmaterial@proxyvote.com. There is no charge to you for requesting a copy. Please make your request for a copy on or before September 11, 2018December 3, 2021 to facilitate timely delivery. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent viae-mail unless you change your election.

If you have not done so already, please help us protect the environment by signing up for electronic delivery for all future proxies and related materials. It takes just five easy steps:

INFORMATION ABOUT VOTING

Who Can Vote

The close of business on July 30, 2018October 18, 2021 has been fixed as the record date (the “Record Date”) for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Only holders of record as of that date of shares of our Class A common stock, $0.01 par value per share (the “Class A common stock”), or of our Class B common stock, $0.01 par value per share (the “Class B common stock”), are entitled to notice of and to vote at the Annual Meeting. Our Class A common stock and our Class B common stock will vote together as a single class on all matters to come before the Annual Meeting and are sometimes collectively referred to herein as our “Common Equity.”

Each share of our Class A common stock entitles the holder thereof to one vote per share on each matter presented to stockholders for approval at the Annual Meeting. Each share of our Class B common stock entitles

the holder thereof to 10 votes per share on each matter presented to stockholders for approval at the Annual Meeting. The collective voting power represented by the shares of our Class A common stock and our Class B common stock issued and outstanding on the Record Date is referred to as the “Total Voting Power.” On the Record Date, there were 138,921,532190,891,277 shares of our Class A common stock and 15,840,04921,285,533 shares of our Class B common stock, for a total of 154,761,581212,176,810 Class A and Class B shares of our Common Equity, outstanding and entitled to vote.vote, with a Total Voting Power of 403,746,607 votes.

Voting viaVia the Internet, by Telephone, or by Mail

Stockholders of Record

If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the “stockholder of record” of those shares, and the Notice

BrokerNon-Votes

If you are a beneficial owner whose shares are held by a broker, bank or other nominee, you must instruct the broker, bank or nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on proposals on which brokers do not have discretionary authority. This is called a “brokernon-vote.”

Required Vote

With respect to Proposal 1, directors are elected by a plurality of the votes cast. Withheld votes will have no effect on the vote on Proposal 1. With respect to Proposals 2 and 3, the affirmative vote of the holders of a majority of the Total Voting Power present online or represented by proxy at the Annual Meeting and entitled to vote on the proposals is required. Withheld votes will have no effect on the vote on Proposal 1, and abstentions will have the same effect on the votes as votes against on Proposals 2 and 3. Brokernon-votes will have no effect on the votes on anyProposals 1 and 3. Additionally, there will not be broker non-votes with regard to Proposal No. 2 as it is a routine matter pursuant to which brokers may exercise discretionary voting authority. Thus, your broker or nominee may vote on your behalf with regard to Proposal No. 2, whether or not you provide voting instructions. Shares not voted in the discretion of your broker or nominee will have the proposals.same effect as votes against this proposal.

registered public accounting firm for the fiscal year ending December 31, 2021, and FOR the approval, on an advisory basis, of every THREE YEARS as the frequency with which stockholders are provided an advisory voteresolution on executive compensation. In the discretion of the proxy holders, the proxies will also be voted for or against such other matters as may properly come before the Annual Meeting. Management is not aware of any other matters to be presented for action at the Annual Meeting.

Our principal executive offices are located at 125 Park Avenue New York, New York 10017, and our telephone number is (212)372-2000.

This Proxy Statement is accompanied by the 20172020 Annual Report, which includes the Company’sForm 10-K for the year ended December 31, 20172020 that we have previously filed with the Securities and Exchange Commission (the “SEC”) and that includes our audited financial statements. We file reports, proxy statements and other information with the SEC that can be accessed throughSEC. These filings are available to the SEC’s website(www.sec.gov) or can be reviewed and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call1-800-SEC-0330 for further informationpublic on the Public Reference Room.SEC website at www.sec.gov. In addition, our

PROPOSAL 1—ELECTION OF DIRECTORS

Our Board of Directors (the “Board”) is currently composed of fivefour members. John H. Dalton, a member of our Board since 2017, has determined not to stand forre-election at the Annual Meeting. Our Board, upon recommendation of our independent directors, has nominated four persons for election as directors at the Annual Meeting. All of the nominees are currently members of our Board. Information with respect to the four nominees for election as directors is set forth below. All of the nominees are to be elected at the Annual Meeting and to serve until their successors are duly elected and qualified. All of the nominees listed below are expected to serve as directors if they are elected. If any nominee should decline or be unable to accept such nomination or to serve as a director (an event which our Board does not now expect), our Board reserves the right to nominate another person or to vote to reduce the size of our Board. In the event another person is nominated, the proxy holders intend to vote the shares to which the proxy relates for the election of the person nominated by our Board. There is no cumulative voting for directors.

Information aboutAbout Our Directors

VOTE REQUIRED FOR APPROVAL

The four nominees receiving a plurality of the votes cast either onlinevia the internet, by telephone or by mail or represented by proxy at the Annual Meeting and entitled to vote on the election of directors will be elected as directors. Withheld votes and brokernon-votes will have no effect on the election of directors.

Independence of Directors

Our Board of Directors has determined that each of Ms. Bauer and Messrs. Cervinka, DaltonSnow and SnowMcIntyre qualifies as an “independent director” in accordance with the published listing requirements of the Nasdaq Stock Market, Inc. (“Nasdaq”). The Nasdaq independence definition consists of a series of objective tests, one of which isincluding that the director is not an officer or employee of ours and has not engaged in various types of business dealings with us. In addition, as further required by the published listing requirements of Nasdaq rules, our Board has made a subjective determination with respect to each independent director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment by each such director in carrying out the responsibilities of a director. In making these determinations, our Board has reviewed and discussed information provided by the individual directors and us with regard to each director’s business and personal activities as they may relate to us and our management, including participation on any boards of other organizations in which other members of our Board are members. In evaluating Ms. Bauer’s independence, the Board took into consideration her service on the Board of Directors of the National September 11 Memorial & Museum since 2008, an organization where Mr. Lutnick also is a member of the Board of Directors, as well as the fact that Ms. Bauer’s husband was employed by an affiliate of Cantor and subsequent to his death on September 11, 2001, her family received the payments and health care coverage distributed to all affected victims from the Cantor Fitzgerald Relief Fund. In evaluating Mr. McIntyre’s independence, the Board took into consideration his service as an independent director at a public company for which the Company provides an immaterial amount of ordinary course real estate services.

Meetings and Committees of Our Board of Directors

Our Board of Directors was formed in connection with our IPO. Neither our Board nor any Committee of our Board held any9 meetings fromduring the time of their formation throughyear ended December 31, 2017; however,2020. In addition to meetings, our Board and its Committeescommittees reviewed and acted upon matters by unanimous written consent from time to time by unanimous written consent.

time. Our Audit Committee currently consistsconsisted of Ms. Bauer and Messrs. Peter F. Cervinka, DaltonSnow, and Snow.McIntyre with Mr. Dalton currently servesCervinka serving as chairmanChair of the Committee. FollowingCommittee during the Annual Meeting,year ended December 31, 2020 and until April 29, 2021. Effective as of the close of business on April 29, 2021, Mr. Cervinka resigned from the Board and Mr. Snow became Chair of the Committee will consistas of Michael Snow, Peter F. Cervika and Virginia S. Bauer. Mr. Cervinka is expected to assume the role of chairman of the Committee.that date. Each member of the Committee qualifies as “independent” in accordance with the published listing requirements of Nasdaq and under special standards established by the SEC for members of audit committees, and the Committee includes at least one member who is determined by our Board to meet the qualifications of an “audit committee financial expert” in accordance with the SEC rules. In evaluating Ms. Bauer’s independence, the Board took into consideration her service on the Board of Directors of the National September 11 Memorial & Museum since 2008, an organization where Mr. Lutnick also is a member of the Board of Directors, as well as the fact that Ms. Bauer’s husband was employed by an affiliate of Cantor Fizgerald and subsequent to his death on September 11, 2001 her family received the payments and health care coverage distributed to all affected victims from the Cantor Fitzgerald Relief Fund following such events. Our Board has determined that each of Ms. Bauer and Messrs. Cervinka, DaltonSnow and SnowMcIntyre meets the qualifications of an “audit committee financial expert.” The Committee operates pursuant to an Audit Committee Charter, which is available at www.nmrk.com/esg/governance under the heading “Independent Audit Committee,” or upon written request from us free of charge.

Our Audit Committee selects our independent registered public accounting firm, consults with our auditors and with management with regard to the adequacy of our financial reporting, internal control over financial reporting and the audit process and considers any permittednon-audit services to be performed by our auditors. The Committee also provides oversight ofapproves all related party transactions, oversees the management of our enterprise risk management program, oversees compliance with our Code of Business Conduct and Ethics and administers our whistleblower policy, including the establishment of procedures with respect to the receipt, retention and treatment of complaints received by us regarding accounting, internal controls and auditing matters, and the anonymous submission by employees of complaints involving questionable accounting or auditing matters. The Committeepre-approves all audit services, internal control-relatedaudit-related services and permittednon-audit services (including the fees and other terms thereof) to be performed for us by our auditors, subject to certain minimum exceptions set forth in our Audit Committee Charter. The Committee operates pursuant to an Audit Committee Charter, which is available athttp://ir.ngkf.com/disclaimer-and-legal-information under the heading “CORPORATE GOVERNANCE—Audit Committee Charter,” or upon written request from us free of charge. The Committee did not hold anyheld 11 meetings during the year ended December 31, 2017.2020.

services, internal control-related services and permittednon-audit services (including the fees and other terms thereof) to be performed for us by Ernst & Young, as set forth in the Audit Committee Charter. We are submitting such engagement to our stockholders for ratification at the Annual Meeting in Proposal 2.

Our Board of Directors also has a Compensation Committee. The membersCommittee consisted of the Committee are currently Ms. Bauer and Messrs. Cervinka, DaltonSnow, and McIntyre with Mr. Snow allserving as Chair of whom are independent directors. Following the Annual Meeting the Committee, will consist of Michael Snow, Peter F. Cervikaduring the year ended December 31, 2020 and Virginia S. Bauer.until April 29, 2021. Mr. Snow currently serves,Cervinka resigned from the Board and following the Annual Meeting, will continue to serve, as chairmanMs. Bauer became Chair of the Committee.Committee as of that date. Each member of the Committee qualifies as “independent” in accordance with the published listing requirements of Nasdaq. The Committee is responsible for reviewing and approving all compensation arrangements for our executive officers and for administering the Newmark Holdings, L.P. Participation Plan, which we refer to as the “Participation Plan,” our Long-Term Incentive Plan, which we refer to as the “Equity Plan” and our Incentive Bonus Compensation Plan, which we refer to as our “Incentive Plan.” The Committee operates pursuant to a Compensation Committee Charter, which is available athttp://ir.ngkf.com/disclaimer-and-legal-informationwww.nmrk.com/esg/governanceunder the heading “CORPORATE GOVERNANCE –“Independent Compensation Committee, Charter,” or upon written request from us free of charge. The Committee did not hold anyheld 8 meetings during the year ended December 31, 2017.2020.

Our Board of Directors also has an Environmental, Social and Governance (“ESG”) Committee. The members of the Committee are currently Ms. Bauer and Mr. McIntyre, both of whom are independent directors. Mr. McIntyre is the Chair of the ESG Committee. Each member of the Committee qualifies as “independent” in accordance with the published listing requirements of Nasdaq. The Committee is responsible for working with management to review ESG initiatives and procedures appropriate to the Company, to provide periodic review of ESG practices and policies and to review management’s current ESG strategy to ensure the Company engages in appropriate practices and technologies and otherwise make recommendations on these matters to the full Board. The Committee operates pursuant to an Environmental, Social and Governance Committee Charter, which is available atwww.nmrk.com/esg/governance under the heading “Independent Environmental, Social and Governance Committee,” or upon written request from us free of charge. The Committee was formed in November 2020 and held no meetings during the year ended December 31, 2020. The Committee has met 4 times in 2021.

During 2020, all directors attended 100% of the total number of meetings of the Board of Directors and the committees of which he or she was a member.

Nominating Process

OurAll directors participate in the consideration of director nominees recommended for selection by a majority of the independent directors as defined by the published listing requirements of Nasdaq. Accordingly, our Board of Directors does not have a separate nominating committee or committee performing similar functions and does not have a nominating committee charter. As a result, all directors participate in the consideration of director nominees that are recommended for selection by a majority of the independent directors in accordance with the published listing requirements of Nasdaq. OurThe Board believes that such participation of all directors is appropriate given the size of our Board and the level of participation of all of our independent directors in the nomination process. OurThe Board will also consider qualified director candidates identified by a member of senior management or by a stockholder. However, it is our general policyto re-nominate qualified incumbent directors and, absent special circumstances, ourthe Board will not consider other candidates when a qualified incumbent consents to standfor re-election. A stockholder wishing to submit a recommendation for a director candidate should follow the instructions set forth in this AmendmentProxy Statement under the section below entitled “Communications with Our Board of Directors.”

Qualification Criteria and Diversity

Our Board of Directors considers the following minimum criteria when reviewing a director nominee: (1) director candidates must (1) have the highest character and integrity, (2) director candidates must be free of any conflict of interest which would violate applicable laws or regulations or interfere with the proper performance of the responsibilities of a director, (3) director candidates must possess substantial and significant experience which would be of particular importance in the

performance of the duties of a director, (4) director candidates must have sufficient time available to devote to our affairs in order to carry out the responsibilities of a director and (5) director candidates must have the capacity and desire to represent the best interests of our stockholders. In addition, ourthe Board considers as one factor among many the diversity of directorBoard candidates, which may include diversity of gender, age and ethnicity. See “Environmental, Social and Governance Policies and Practices (ESG/Sustainability) - Board Diversity.” The Board also considers diversity of skills and experience as well as geographic gender, age and ethnic diversity. Our Board does not, however, have a formal policy with regard to the consideration of diversity in identifying director candidates.background. Our Board screens candidates, does reference checks and conducts interviews, as appropriate. Our Board does not evaluate nominees for director any differently because the nominee is or is not recommended by a stockholder.

With respect to qualifications of the members of the Board, of Directors, the Board generally values the broad business experience and independent business judgment in the financial, servicesreal estate or in other fields of each member. Specifically, Mr. Snow is qualified based on his experience in the financial services industry and his general business experience. Ms. Bauer is qualified based on her depth of experience in both the technology and government sectors. Mr. CervinkaMcIntyre is qualified as a result of his extensive experience in the commercial real estate industry and general business financial and management experience, in particular in the real estate industry.

meet the independence qualifications in accordance with the published listing requirements of Nasdaq and the SEC and our Board’s standards for determining director independence. Mr. Lutnick is the only member of executive management who is also a director. Requiring that the Chairman of the Board be an independent director is not necessary to ensure that our Board provides independent and effective oversight of our business and affairs. Such oversight is maintained through the composition of our Board, the strong leadership of our independent directors and boardBoard committees and our highly effective corporate governance structures and processes.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that provide the framework for the governance of the Company. The Guidelines address, among other things, the composition and structure of the Board, including membership criteria, independence standards and limits on other directorships, duties and responsibilities of directors, meeting procedures, committees of the Board, executive officer leadership development and stockholder engagement, including with respect to ESG matters. The Board reviews these principles and other aspects of governance annually. The Guidelines are available at www.nmrk.com/esg/governance under the heading “Corporate Governance Guidelines” or upon written request from the Company free of charge.

Executive Sessions

In order to comply with the published listing standards of Nasdaq rules, the Board of Directors has resolved that it will continue to schedule and/or provide opportunities during at least two meetings per year in which the independent directors will meet without the presence of Mr. Lutnick.

Annual Meetings

The Corporate Governance Guidelines provide that each member of the Board of Directors has not adopted any specific policy with respectis expected to the participation of directors at theattend Annual Meetings of Stockholders of the Company. The September 25, 2018At the 2020 Annual Meeting will beof Stockholders, held on September 22, 2020, all of the Company’s first annual meeting since completing its IPOdirectors were in December of 2017.attendance.

Communications with Our Board of Directors

Stockholders may contact any member of our Board, of Directors, including to recommend a candidate for director, by addressing their correspondence to the director, c/o Newmark Group, Inc., 125 Park Avenue, New York, NY 10017, Attention: Corporate Secretary. Our Corporate Secretary will forward all such correspondence to the named director. If you wish to submit any proposal to be considered at aour 2022 annual meeting of stockholders, please follow the instructions set forth in the section below entitled “Stockholder Proposals.”

The Board’s Role in Risk Oversight

Risk oversight is an integral part of Board of Directors and Committee deliberations throughout the year. The Audit Committee oversees the management of our enterprise risk management program, and it annually reviews an assessment prepared by management of the critical risks facing us, their relative magnitude and management’s actions to monitor and mitigate these risks.

ManagementOur management implemented an enterprise risk management program to enhance our existing processes through an integrated effort to identify, evaluate and manage risks that may affect our ability to execute our

Our Board of Directors generally discusses cybersecurity and information security risks annually with the Chief Technology Officer and other relevant technology and security personnel.

Similarly, in designing and implementing our executive compensation program, the Compensation Committee takes into consideration our operating and financial objectives, including our risk profile, and considers executive compensation decisions based in part on incentivizing our executive officers to take appropriate business risk consistent with our overall goals and risk tolerance.

Non-executive brokers, managers and other professionals are generally compensated based upon production or commissions, which may involve committing to certain transactions.transactions in certain of our businesses. These transactions may expose the Company to risks by individual employees, who are motivated to increase production. While we have in place management oversight and risk management policies, there is an inevitable conflict of interest between our compensation structure and certain trading,brokerage, transactional, or similar risks on a portionvarious portions of our businesses.

Succession Planning

From time to time, the Board discusses succession planning, including our consideration of succession strategy, the impact of any potential absence due to illness or leave of any of our key employees, as well as competing demands on the time of certain of our executive officers who also provide services to Cantor, BGC, and various other ventures and investments sponsored by Cantor. Our Board also discusses from time to time, as part of its succession planning, engagement and encouragement of future business leaders and the process of introducing directors to leaders in the Company’s business lines.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE POLICIES AND PRACTICES (ESG / SUSTAINABILITY)

We believe that our environmental, social and governance (“ESG”) policies and practices will create sustainable long-term value for Newmark, our stockholders and other stakeholders, our clients and our employees while also helping us mitigate risks, reduce costs, protect brand value, and identify market opportunities.

In November 2020, we established a Board-level ESG Committee to provide oversight with respect to our ESG policies and practices. The ESG Committee charter may be found on our website at www.nmrk.com/esg/governance under the heading “Independent Environmental, Social and Governance Committee.” With the Board’s and the ESG Committee’s oversight, we are embedding social and human capital, employment, environmental, sustainability, charitable and corporate governance policies and practices into our corporate strategy, compensation, disclosure, and goals to maintain and advance long-term stockholder value.

Set forth below is a discussion of many of our ESG and sustainability policies and practices. These are our values in action.

For more information about these topics, new and evolving initiatives and specific examples of policies and practices, see our website at www.nmrk.com/esg and “Additional ESG/Sustainability Information” below. Unless the context indicates otherwise, references in this ESG section to our “employees” includes our professionals who are independent contractors.

Our Fundamental Values

Newmark is an organization built on strong values, employee engagement and ownership. We believe in hard work, innovation, superior client service, strong ethics and governance, and equal opportunities. Charity is woven into our corporate culture. We believe these values foster sustainable, profitable growth. We strive to be

exemplary corporate citizens and honor high ethical principles in our interactions with other businesses, our employees and the communities in which we live and work. We take corporate social responsibility and sustainability seriously: we want to contribute to the common good.

Social and Human Capital Policies and Practices

We are committed to our people, our stakeholders and the community as a whole. We have a variety of programs to incentivize and support our employees, from employee ownership to comprehensive benefits and training. We are also committed to equal opportunity, diversity and other policies and practices designed to fulfill our commitment to social and human capital development. And, we have a passionate commitment to charity. Further information can be found on our website at the following link www.nmrk.com/esg/social.

Attracting and Retaining the Best Talent

Our success depends on our ability to attract and retain talented, productive and skilled brokers, professionals, managers, other employees and independent contractors to transact with our clients in a challenging and regulated environment that is experiencing ever-increasing competition for talent. We are investing in creating a diverse, inclusive and incentivized work environment where our people can deliver their best work every day. In 2021, we were named by GlobeSt.com as one of commercial real estate’s “Best Places to Work.”

Employee Ownership and Equity-Based Incentives

At our core, we are committed to our employees by providing an opportunity to participate in our success by owning our Company. Our employees and independent contractors are incentivized through our commitment to employee equity ownership at every level throughout our Company. Unlike many companies, the vast majority of our employees have the opportunity to be granted equity-based awards in our Company. As of September 30, 2021, our employees and independent contractors, executive officers and directors owned approximately 21% of our equity on a fully diluted basis.

Because of this diverse and significant employee ownership, our entrepreneurial culture allows us to attract and retain key staff in all of our markets. Our people, then, are at the core of all that we do and set the tone for our businesses. This relationship with our people aligns our employees and management with stockholders and encourages a collaborative and entrepreneurial culture that informs every decision.

Compensation and Employee Benefits

We provide comprehensive and competitive compensation and benefits to protect our employees’ health, well-being and financial security. We are proud that our Company is owned by its employees: virtually all of our key executives and producers have equity or partnership stakes in Newmark and our subsidiaries. Generally, they receive deferred equity or limited partnership units or RSU’s as part of their compensation. We issue limited partnership units as well as other forms of equity-based compensation, such as grants of shares of restricted stock, to provide liquidity to our partners and employees over time to align the interests of our partners, employees and management with those of our stockholders, to help motivate and retain key partners and employees, and to encourage a collaborative culture that drives cross-selling and growth.

In addition, our generous total rewards package includes base salary, bonus and other incentive or production-based compensation. All eligible employees may receive healthcare and retirement benefits, paid time off, vacation and holiday benefits, life and disability insurance, flexible work schedules and other benefits available in our various offices. These benefits are offered to full-time employees, with independent contractors and part-time workers receiving many benefits as required by law and local jurisdictions.

Clawbacks and Incentives

The partnership units issued to our executive officers, certain of which, such as PSUs or NPSUs, may be redeemed for zero at any time by the Compensation Committee, as well as partnership obligations under the Newmark Holdings Partnership Agreement, are retentive and provide broad discretion and significant clawback power to the Compensation Committee. Accordingly, we do not have a separate general compensation recovery or “clawback” policy for our executive officers or others. See “Compensation, Discussion and Analysis - Clawback, Forfeiture and Recoupment.”

We also enter into various agreements with certain of our employees, independent contractors and partners. Many of these individuals receive loans which may be either wholly or in part repaid from the earnings distributions that the individual receives on some or all of their LPUs or may be forgiven over time. These loans provide incentives and promote entrepreneurship and long-term engagement.

Employee Diversity, Inclusion and Equal Opportunity

We believe that by cultivating a dynamic mix of people and ideas, we enrich the performance of our businesses, the experience of our increasingly diverse employee base, and the dynamism of our communities. We are committed to equal opportunity, diversity and other policies and practices that seek to further our development of a diverse and inclusive workplace. We consider all qualified applicants for job openings and promotions without regard to race, color, religion, gender, sexual orientation, gender identity, national origin or ancestry, age, disability, service in the armed forces, or any other characteristic that has no bearing on the ability of employees to do their jobs well. We continue to develop initiatives to support these values.

We are dedicated to our efforts to achieve pay equity. Our promotion and compensation processes are designed to enable us to treat employees fairly, and our compensation decisions are differentiated based on performance.

Talent remains at the core of who we are as a company, and we remain committed to having a culture built around inclusion, equality and developing a diverse workforce. In 2020, we launched IDEA (Inclusion, Diversity, Equality and Access), a program designed to enhance our ability to attract, develop and retain top talent with an emphasis on increasing representation of traditionally underrepresented groups at all levels of the organization. Our goal is to build an even more successful organization that more closely reflects the population at large.

Our employee resource groups (“ERGs”) support the recruitment, development and retention of diverse professionals across our organization to advance our businesses and reputation. Our ERGs strive to offer a variety of opportunities and tools to help our employees make new professional contacts, find mentors and develop their careers. These events and activities also allow our employees to support one another through a valuable exchange of experiences, advice, and best practices for career success. More information about our specific ERGs for women, minorities, LGBTQ employees and military veterans is available on our website.

We are helping to shape future leaders from a wide variety of backgrounds. Initiatives include membership and active participation in the Mortgage Bankers Association Path to Diversity Scholarship Program and sponsorship of the Summer Enrichment and Analyst Development Programs run by Artemis Real Estate Partners – a female-owned financial firm with a strong track record in fostering diversity. We are also a Platinum Level Sponsor of the virtual internship program, run by the Real Estate Board of New York (REBNY) in partnership with the City University of New York (CUNY) and Project Destined. We further participate in job fairs and job boards that are focused on reaching a diverse applicant pool. We are also an investor in a commercial real estate services firm that operates as E Smith Advisors, which is a certified minority-owned business enterprise offering a wide variety of real estate services in the U.S.

For information on specific policies and practices, please see our website at www.nmrk.com/esg/social.

Employee Engagement, Communication, Management and Leadership Training and Development

We are investing in our employees’ long-term development and engagement by delivering training and development programs and a culture where our people can thrive and maximize their potential. We require annual training in workplace respect and inclusion, anti-money laundering and anti-crime and cyber-security among other topics. We also provide or support periodic job-specific and other developmental training and support for our employees so they can maximize their potential, as well as tuition reimbursement program to eligible employees.

We provide leadership training to managers on topics including management effectiveness, writing and delivering effective performance evaluations, unconscious bias and various other topics. This training is supplemented by a comprehensive library of on-line training courses that managers and employees may access. Finally, our individual business lines offer ongoing learning and development opportunities tied to deepening the subject matter expertise of their professionals.

Communication and Employee Engagement

Our success depends on employees understanding how their work contributes to our strategy, culture, values and regulatory environment. We use various channels to facilitate open and direct communication, including internal calls and meetings with employees, training and policy updates, employee resource groups, such as our Network of Women and our Inclusion, Diversity, Equality and Access program and our social and family outings and events.

Health, Safety and Welfare

We provide access to a variety of innovative, flexible, and convenient employee health, safety and welfare programs, including on-line health assessments, gym benefits, back up child and elder care and other measures. Such measures also include procedures to respond to extraordinary events and manage the business under challenging health, environmental and financial circumstances, including the COVID-19 pandemic. The health, safety and welfare of our employees and their families, clients, and the broader communities in which we operate is our top priority. We took and continue to take extraordinary measures in connection with the COVID-19 pandemic. Please see the “Overview and Business Environment” section of Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent SEC filings on Form 10-K and Form 10-Q for a more detailed discussion of how COVID-19 has impacted and may continue to impact us and our employees.

Our Environmental Focus, Workplace Strategies and Sustainable Business Practices

We are focused on the environment and recognize the importance of treating our natural resources with the greatest respect, so that they are available to future generations. We also understand the impact commercial real estate can have on the health of the environment. That is why we encourage sustainable building practices, and in our Global Corporate Services business, recommend strategies to maximize energy efficiency, recycle materials and limit waste. These goals apply to Newmark’s offices as well as to the work we do for our clients, whether in selecting a location, building out space or managing an asset.

In our workplaces, we are studying how to make our own contribution to state, national and global environmental initiatives. As part of this, we are considering how to minimize our future carbon footprint when planning office renovations and will continue to focus our attention in the near term on methods of reducing our greenhouse gas emissions, increasing use of renewable energy, conserving water, and reducing waste generation.

Newmark’s Property, Facilities and Energy/Sustainability management teams work internally and with clients to reduce energy demand and carbon emissions. Newmark is increasingly collecting and measuring environmental data and this data is used to build client strategies around energy efficiency and renewable energy supply initiatives.

Newmark supports sustainable business practices and is focused on the steps necessary to establish a sustainability program both internally and for our clients. Building operations have a significant impact on the environment, and as technology continues to place greater demands on building systems for power and cooling, energy consumption is expected to continue to rise at an unsustainable rate. As one of the nation’s largest real estate service providers, we believe it is our responsibility to improve energy efficiency and reduce energy consumption to protect the environment through continuous improvement of building practices. We understand that sustainable buildings provide a better work environment, increase building efficiency and reduce the environmental impact of building operations. We continue to work on these initiatives.

Newmark has developed an Energy and Sustainability Services Reference Guide which is available on our website at www.nmrk.com/esg which assists clients and property teams in reducing the environmental impact of property operations, maintenance and construction associated with real estate assets.

For more information about these initiatives and services provided to clients and within our own facilities as they evolve, please refer to our website at www.nmrk.com/esg/environmental.

Business Continuity and Resiliency

We are implementing sustainability policies and practices to protect the continuity of our business and operations to maintain and advance long-term stockholder value. These policies and practices include disaster recovery and crisis management protocols to minimize the impact of the COVID pandemic and other health emergencies and natural or other disasters on our operations. We maintain concurrent data centers in the United States, providing backup of our computer systems and capacity for our employees to work remotely during crises. These policies and practices enable our employees to maintain a high level of performance while working in offices or remotely during the COVID-19 pandemic in compliance with national, state and local “shelter-in-place” orders and in preservation of the health, safety and welfare of our workforce.

Charitable Policies and Practices

Never has our commitment to our people and others been so evident as in our charity work. Newmark actively encourages our brokers, managers and other employees to support the communities in which we live and operate through volunteerism and philanthropy. In 2020, we supported hospitals, universities, food banks and community-based organizations focused on childhood development and education and programs for the disabled, families and the financially disadvantaged. Some of the charities include: United Jewish Appeal, March of Dimes, Big Brothers, Big Sisters, Navy Seal Foundation, Junior Achievement, Boston Medical Center, LA Food Bank, Greater Boston Food Bank, Pace University, Breaking Ground, Jack Martin Fund, Northern Virginia Family Services. We actively encourage volunteerism from our people and we proudly support our clients in their charitable efforts. To encourage our professionals to engage in civic and charitable efforts, we have a matching program for charities that fit within Newmark’s overall charitable mission. In addition, the Company will match 100% of individual employee donations to The Cantor Fitzgerald Relief Fund made by September 30 of each year, up to $5,000 per individual employee, and employees have the option of designating a bona-fide charity as the beneficiary of the donation and the match.

As part of these values in action, in addition to these activities, in late 2019 we launched a Volunteer Time Off program to support individual employee volunteerism in the communities in which they work and live. All full and part-time regular employees are eligible to utilize one paid workday (whole day or two half-days) each calendar year to volunteer with bona fide charitable organizations of their choice. Participation is growing and as office life normalizes and pandemic measures begin to recede, we will encourage broader use of this benefit and participation by employees in charitable and community service activities within all of our office communities.

We also support victims of disasters. In January 2019, a group of more than 200 volunteers drawn from The Cantor Fitzgerald Relief Fund, employee volunteers from Newmark and its affiliates and many friends from the New York community and clients from Banco Santander and Scotiabank, traveled to Puerto Rico to aid in its recovery from Hurricanes Irma and Maria. This operation distributed $4 million in $1,000 prepaid cards to thousands of families still suffering from the devastation.

Additional information about all of our charitable efforts is available at www.nmrk.com/esg/social.

Corporate Governance Policies and Practices

Our commitment to good corporate governance policies and practices is demonstrated by our Corporate Governance Guidelines, our rigorous Code of Business Conduct and Ethics (the “Code of Ethics”), the charters of the Audit, Compensation and ESG Committees of our Board, our Hedging Policy and our other corporate governance policies and practices. Some highlights of our corporate governance policies and practices include the following:

Board Diversity Matrix

The table below provides certain highlights of the composition of our Board members and nominees as of November 5, 2021. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

Whistleblower Complaint and Investigation Procedures for Accounting, Internal Controls, Auditing Matters and Employment and Labor Practices

We have a policy regarding reporting of complaints about accounting, internal controls, employment and labor practices, auditing matters, or questionable financial practices. The policy is designed to provide a channel of communication for employees and others who have concerns about our conduct or any of our directors or employees. Complaints are treated seriously and handled expeditiously. Any person may submit a complaint to our independent outside law firm to a dedicated hotline and email account available 24 hours a day, 7 days a week. Complaints that are accounting or financial in nature (“Accounting Complaints”) will be handled by the Chair of our Audit Committee and by our Chief Legal Officer, Corporate Secretary or designee.

Employees submitting an Accounting Complaint need not provide their names or other personal information and reasonable efforts will be used to conduct the investigation that follows from an Accounting Complaint from an employee in a manner that protects the confidentiality and anonymity of the employees submitting the Complaint.

Employees are reminded of the Whistleblower Policy at least annually and information is provided in local languages. We honor a culture of investigation, confidentiality and non-retaliation. Persons submitting complaints in good faith will not be subject to retaliation and the policy does not prohibit other actions protected under applicable law. Our whistleblower policy is publicly available on our website at www.nmrk.com/esg/governance under the heading “Whistleblower Complaint and Investigation Procedures for Accounting, Internal Controls, Auditing Matters and Employment and Labor Practices.”

Code of Business Conduct and Ethics and Professional Integrity

Our corporate values and strong policies and procedures regarding ethics, conflicts of interests, related party transactions and similar matters are contained in our Code of Ethics. This commitment applies to members of our Board, executive officers, other officers and our other covered employees globally. The Code of Ethics and its training modules are circulated in local languages and training and certifications are conducted annually for all employees. Annual written certifications are required. Potential violations and disclosures globally are reviewed annually by executive management and escalated to the Audit Committee. Director and executive officer disclosures are reviewed by the Audit Committee on an annual basis. The Code of Ethics is available on our website at www.nmrk.com/esg/governance under the heading “Code of Business Conduct & Ethics.” In 2021, we adopted a global anti-bribery and corruption policy. See –“Compliance and Anti-Financial Crime Policy and Bribery and Corruption below.

Compliance and Anti-Financial Crime Policy and Bribery and Corruption

We are committed globally to our policy regarding anti-money laundering and anti-financial crime, including anti-bribery and corruption, counter-terrorism financing and anti-fraud. We are committed to compliance and training regarding all relevant laws, rules, and regulations designed to combat bribery and corruption, including, but not limited to, the UK Bribery Act of 2010 and the U.S. Foreign Corrupt Practices Act of 1977. Further information on this policy can be found on our website at the following link: www.nmrk.com/esg/governanceunder the heading “Compliance & Anti-Financial Crime Program Policy.”

In addition, our Code of Ethics provides that we will not enter into a business relationship or engage in an activity if we know or have reasonable grounds to suspect that a business relationship or activity is connected with or facilitates bribery or corruption. It is the responsibility of each person covered under the Code of Ethics to comply with applicable anti-bribery and corruption laws. Persons covered under the Code of Ethics are required to report any suspicions of bribery or corruption to the Compliance Officer or, as appropriate, to the Committee or the Board, or in accordance with our Whistleblower Policy. For more information on our Code of Ethics and Whistleblower Policy, see the section entitled “Code of Ethics and Whistleblower Procedures” in this Proxy Statement.

2021 Global Anti-Bribery and Corruption Policy

In 2021, we implemented a global policy to combat bribery and corruption through a clear set of policies and procedures outlining anti-bribery and corruption standards, procedures and annual employee training. The policy specifically defines Bribery and Corruption and provides for management and Board oversight. Further information on this policy can be found on our website at the following link: www.nmrk.com/esg/governance under the heading “Global Anti-Bribery and Corruption Policy.”

Compliance & Anti-Financial Crime Policy

We are committed on a Company-wide basis to our policy regarding anti-money laundering and anti-financial crime, including anti-bribery and corruption, counter-terrorism financing and anti-fraud. Further information on this policy can be found on our website at the following link: www.nmrk.com/esg/governance under the heading “Compliance & Anti-Financial Crime Policy.”

Annual Risk Evaluation and Board-Level Risk Oversight

The Board of Directors meets at least annually with our senior risk officer to review and evaluate our enterprise risk framework, risk management policies and practices, credit and risk mitigation policies and practices, and other related issues.

Focus on our Internal Control Environment

As described more fully in its Charter, the primary function of the Audit Committee is to assist the Board of Directors in its general oversight of the Company’s financial reporting, internal control over financial reporting and audit process. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements; accounting and financial reporting principles; internal control over financial reporting; disclosure controls; and procedures designed to ensure compliance with accounting standards, applicable laws and regulations.

In particular, our overall control environment is a focal point for our management, the Audit Committee and the Board. With this focus and with the oversight of the Audit Committee and the Board, management has recently taken steps to further enhance our overall control environment.

Cyber-Security and Information Security Program

We are committed to combating the global threat of cyber-attacks and to securing our business through our information security programs to operate with confidence, through a deep understanding of cyber-security risks, vulnerabilities, mitigations, and threats. We have a global cyber-security program applicable to all subsidiaries and business lines. We conduct periodic internal and external vulnerability audits and assessments and penetration testing and provide periodic training to employees and independent contractors. Further information on this program can be found on our website at the following link: www.nmrk.com/esg/governance under the heading “Cyber-Security and Information Program.”

Data Privacy Program

We have a global data privacy program applicable to all subsidiaries and business lines. We are committed to conducting our business in line with the right to privacy set forth in the Universal Declaration of Human Rights (Article 12). As such, we are committed to handling personal data responsibly and recognize the privacy rights of persons involved in our business dealings. Our policy provides a mechanism for data subjects to raise concerns about personal data and privacy as well as a right of access to personal information, rights to correct or amend such information and the right to request deletion of such personal information. Further information on this program can be found on our website at the following link: www.nmrk.com/esg/governance under the heading “Data Privacy Program.”

Hedging Policy

We have a policy with respect to hedging of equity securities issued by Newmark (collectively, “Company Equity Securities”). In this regard, we prohibit our directors and employees, including our officers, from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of Company Equity Securities held by such persons, except with the explicit approval of our Audit Committee or its designees. For avoidance of doubt, Cantor and its affiliated entities or any securities issued by such entities other than Newmark are not covered under this Hedging Policy.

Environmental Policy

We have a policy with respect to the responsible environmental management of our operations. We are creating a baseline to understand and minimize the impact that our business has on the environment and have begun to actively search for ways to reduce our footprint. We are pursuing traditional, as well as new and innovative, methods to achieve our goals. We are seeking to create a culture where environmental focus is a way of being rather than a secondary consideration.

We believe that environmental focus and social responsibility are keys to successfully driving down resource consumption and climate change in the future. We have begun to review both within our own

workplaces and at client sites we manage, the policies that will enable us to protect the environment and operate more sustainably. Further information on our policy can be found on our website at the following link: www.nmrk.com/esg/governance under the heading “Environmental Policy.”

Additional ESG / Sustainability Information

To learn more about these policies and practices and our continuing efforts related to ESG and sustainability matters, please refer to the ESG / sustainability section of our website at www.nmrk.com/esg and to our periodic reports filed under the Exchange Act for further information. You may also find our Corporate Governance Guidelines, Code of Ethics, the charters of the committees of our Board of Directors, Hedging Policy, Environmental Policy, information about our charitable initiatives and other sustainability and ESG policies and practices on our website. The information contained on, or that may be accessed through, our website, is not part of, and not incorporated into, this Proxy Statement.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Our executive officers are appointed annually by and serve at the discretion of our Board of Directors.Board. In addition to Mr. Lutnick, who serves as a memberChairman of theour Board and our principal executive officer, our executive officers, their respective ages and positions, and certain other information with respect to each of them are as follows:

Barry M. Gosin, 67,71, has served as our Chief Executive Officer since 1979. Mr. Gosin guides our national and global expansion initiatives and oversees all facets of ourday-to-day operations. Mr. Gosin also provides services to our operating partnershipspartnership and subsidiaries. Mr. Gosin spearheaded our acquisition by BGC Partners in 2011 and has since led our acquisition and hiring efforts and quadrupled our annual revenues.revenue. An active industry and community leader, Mr. Gosin serves as a member of the Board of Directors of the Partnership for New York City, Trustee of the Citizens Budget Commission, and Trustee of Pace University.

James R. Ficarro, 58, has served as our Chief Operating Officer since March 2015. Mr. Ficarro is responsible for overseeing the growth and coordination of all our business lines. Mr. Ficarro also provides services to various other affiliates of Cantor and our operating partnerships and subsidiaries. Previously, Mr. Ficarro worked at Cantor and its affiliates for more than 22 years, overseeing all tax and financial planning functions. He served as executive managing director and global tax director of Cantor, as well as chief financial officer and chief administrative officer of BGC Real Estate. As head of financial planning and administration, he was integral in establishing processes and procedures, and creating efficiencies and productivity enhancements for Cantor’s and BGC Partners’ back office functions and departments. Prior to joining Cantor, Mr. Ficarro worked in public accounting at Coopers & Lybrand, Kenneth Leventhal & Company and Arthur Andersen. Mr. Ficarro is a New York State Certified Public Accountant (inactive).

Michael J. Rispoli, 46,49, has served as our Chief Financial Officer since 2012. As head of the finance and accounting departments, Mr. Rispoli steers theour financial activities, of Newmark, with a focus on managing risk and monitoring cash flow. Mr. Rispoli also provides services to our operating partnershipspartnership and subsidiaries. Prior to joining Newmark, Mr. Rispoli was the chief financial officerChief Financial Officer of Grubb & Ellis from August 2010 to April 2012 and had served in various capacities with such firm since May 2007. Mr. Rispoli served as executive director and corporate controller at Conexant Systems, Inc. from 2000 to 2007. Mr. Rispoli began his career at PricewaterhouseCoopers as manager of business assurance. Mr. Rispoli is a licensed CPA in the State of New Jersey (inactive).

Stephen M. Merkel, 63, has been our Executive Vice President, Chief Legal Officer and Assistant Corporate Secretary since January 2019 and was our Corporate Secretary from December 2017 to January 2019. Mr. Merkel has been Executive Managing Director, General Counsel and Secretary of Cantor since December 2000 and was Senior Vice President, General Counsel and Secretary of Cantor from May 1993 to December 2000. Mr. Merkel has been Executive Vice President and General Counsel of BGC since September 2001 and was its Senior Vice President, General Counsel and Secretary from June 1999 to September 2001. Mr. Merkel was BGC’s Secretary from June 1999 to January 2019. Mr. Merkel also holds offices at and provides services to various other affiliates of Cantor and provides services to our and BGC’s operating partnerships and subsidiaries, including Newmark OpCo, BGC U.S. OpCo, and BGC Global OpCo. Mr. Merkel also served as the Executive Vice President, General Counsel and Secretary of CF Finance Acquisition Corp, from October 2015 until consummation of its business combination with GCM Grosvenor in November 2020. Prior to joining Cantor, Mr. Merkel was Vice President and Assistant General Counsel of Goldman Sachs & Co. from February 1990 to May 1993. From September 1985 to January 1990, Mr. Merkel was an associate with the law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Merkel is a founding member of the Board of Directors of the Wholesale Markets Brokers’ Association, Americas.

EXECUTIVE COMPENSATION INFORMATION

Introduction

RestructuringSeparation and Spin-Off of the Company

On December 19, 2017, the Company, which had previously been a wholly owned subsidiary of BGC Partners, completed its IPO.initial public offering (“IPO”). Through the following series of transactions prior to and following the completion of the separationSeparation (as defined below) and the IPO, Newmark became a separate publicly traded company. Prior to the closing of the IPO, on December 13, 2017, BGC Partners, BGC Holdings, BGC U.S. OpCo, the Company, Newmark Holdings, Newmark OpCo and, solely for the provisions listed therein, Cantor and BGC Global OpCo entered into the separation and distribution agreement (such agreement, as(as amended from time to time,on November 8, 2018 and amended and restated on November 23, 2018, the “separation“Separation and distribution agreement”Distribution Agreement”). Pursuant to the separationSeparation and distribution agreementDistribution Agreement, BGC, BGC Holdings and BGC U.S. OpCo and their respective subsidiaries (other than the Newmark group (defined below), the “BGC group”) transferred to the

Company, Newmark Holdings and Newmark OpCo and their respective subsidiaries (the “Newmark group”) the assets and liabilities of the BGC group relating to BGC’s Real Estate Services business (such series of transactions that resulted in the transfer are herein referred to as the “separation”“Separation”).

In connection with the Spin-Off, holders of BGC Partners restricted stock awards participated in the distribution as if such holders held unrestricted shares of BGC Partners common stock, and following the Spin-Off, any shares of Newmark common stock issued in respect of restricted BGC Partners common stock remained subject to any vesting, lapse or forfeiture restrictions applicable to the restricted BGC Partners shares prior to the Spin-Off. Restricted stock unit (“RSU”) awards outstanding under the Seventh Amended and Restated BGC Partners, Inc. Long Term Incentive Plan (the “BGC Equity Plan”) at the time of the Spin-Off were adjusted so that each holder of a BGC Partners RSU award continued to hold a BGC RSU award covering BGC Partners Class A common shares, but also received a Newmark RSU award covering Newmark Class A common shares on an “as distributed basis” in order to reflect the impact of the Spin-Off on the pre-Spin-Off BGC Partners RSU awards. Such RSUs generally have the same terms, including vesting terms, as the pre-Spin-Off BGC Partners RSU awards, subject to any adjustments made by the Compensation Committee of the BGC Partners Board of Directors.

COMPENSATION DISCUSSION AND ANALYSIS

Background

Our principal executive officer for 20172020 was our Chairman, Howard W. Lutnick. Our other three most highly compensated executive officers for 20172020 were Barry M. Gosin, James R. FicarroStephen M. Merkel and Michael J. Rispoli. Mr. Lutnick was also anFor 2018, 2019 and 2020, executive officer of our parent, BGC Partners, for 2017. As noted above, prior to our IPO, we did not have a Board of Directors or a Compensation Committee. As such, compensation decisions prior to December 2017, including decisions with respect to 2017 salaries, were made by the BGC board of directors and the BGC compensation committee, in the case of Mr. Lutnick, who is also an executive officer of BGC, and in the case of Messrs. Gosin, Ficarro and Rispoli, compensation decisions were made by Mr. Lutnick. However, 2017year-end compensation was determined and approved by our Compensation Committee for all executive officers. Mr. Merkel’s compensation is not included for 2018 because he became an executive officer in early 2018.January 2019.

In 2017, Messrs. LutnickFor 2018, 2019 and Ficarro received2020, after the Separation, the compensation for their services todetermined and approved by our business and to other businesses of BGC Partners and its affiliates. Typically, Mr. Lutnick spends approximately 50% of the time he dedicates to BGC on matters relating to the Company (referred to herein as “Newmark matters”), Messrs. Gosin and Rispoli spend 100% of their full business time on Newmark matters, and Mr. Ficarro spent approximately 90% of his full business time on Newmark matters in 2017. Given the proportion of time each of our executives dedicates toCompensation Committee for Newmark matters for purposes of this item, including the compensation discussionMessrs. Lutnick, Gosin, Rispoli, Ficarro (for 2018) and analysis, Mr. Lutnick’s compensation represents approximately 50% of the compensation he receives from BGCfor Messrs. Lutnick, Gosin, Rispoli, and Mr. Ficarro’s compensation represents approximately 90% of his total compensation. From time to time, certain compensation items for Mr. Lutnick that relate to BGC only are not allocated to Newmark. The compensation of Messrs. GosinMerkel (for 2019 and Rispoli2020) is reflected in full below, as each of them dedicates the majority of his time to Newmark matters. Our financial statements reflect each executive’s compensation in a manner consistent with the allocation historically made by BGC Partners, which has resulted in generally the reflection of: (i) for Mr. Lutnick, 50% of his compensation paid by BGC Partners; (ii) for Messrs. Gosin and Rispoli, 100% of their compensation; and (iii) for Mr. Ficarro, 90% of his compensation.below. In each case compensation includes salary, other cash compensation andnon-cash compensation. We expect to continue to pay an appropriate portion of Messrs. Lutnick’s and Ficarro’s cash and equity-based compensation in respect of their approximate time spent on Newmark matters, which as of January 1, 2018, remained the same for Mr. Lutnick, but was raised to 95% for Mr. Ficarro, and expect to pay 100% of Messrs. Gosin’s and Rispoli’s compensation in respect of their time spent on Newmark matters.

Please refer to BGC Partners’ most recent annual report, proxy statement and other reports on file with the SEC for additional information regarding Mr. Lutnick’s total compensation payable by BGC Partners, which includes the amounts paid in respect of Mr. Lutnick’s approximate time spent on Newmark matters as described herein.

The following compensation discussion and analysis describes the material elements of our executive compensation program for 2017,2020, including aspects of our executive compensation program which were designed and implemented by the Compensation Committee of our Board of Directors in March 2018,2021, at which time 20172020 year-end compensation decisions with respect to each of our executive officers were reviewed and approved. References below to Compensation Committee decisions in 2017 made prior to our IPO refer to decisions made by the BGC Compensation Committee, whereas references below to Compensation Committee decisions made after the completion of our IPO, refer to decisions made by our Compensation Committee. For 2018, executive compensation is determined by our Compensation Committee for all executives.

Compensation Philosophy

Our executive compensation program, which is under the direction and control of our Compensation Committee, is designed to integrate compensation with the achievement of our short- and long-term business objectives and to assist it in attracting, motivating and retaining the highest quality executive officers and rewarding them for superior performance. Different components of our executive compensation program are geared to short- and longer-term performance, with the goal of increasing stockholder value over the long term.long-term.

Our Compensation Committee is aware that certain of our executive officers, including Mr.Messrs. Lutnick and Merkel, also receive compensation from our affiliates, including Cantor and BGC Partners, and Cantor,for services rendered to each of them, but it generally does not specifically review the nature or amount of such compensation. As Mr. Lutnick is also an executive officer of BGC Partners, hisMessrs. Lutnick’s and Merkel’s overall compensation from BGC Partners which, as discussed above, is inclusive of his Newmark compensation, is also reviewed and approved by the compensation committee of the BGC Partners board of directors.directors and not by our Compensation Committee.

None of our executive officers has received any compensation for serving on our Board of Directors or on the board of directors of BGC Partners.

Overview of Compensation and Processes

For 2017,2020, executive compensation was composed of the following principal components: (i) a base salary, which is designed to retain talented executive officers and contribute to motivating, retaining and rewarding individual performance; (ii) an incentive bonus award that is intended to tie financial rewards to the achievement of the Company’s short- or longer-term performance objectives; and (iii) an incentive program that is designed to promote the achievement of short- and long-term performance goals and to align the long-term interests of executive officers with those of stockholders through the grant of awards. In all cases, performance objectives and goals relate to the performance of our executives at the Company and in the provision of services to our operating partnerships and subsidiaries.

From time to time, we or BGC Partners may also restructure the existing partnership, equity and compensation arrangements of our executive officers as described below. We may also adopt various policies related to or in addition to such restructurings, including with respect to the grant of exchange rights, other monetization of awards, and the acceleration of the lapse of restrictions on restricted stock. We may also issue potential extraordinary grants to executive officers which may or may not be based on prior results or other performance measures, including stock price increase or other measures to be specified.

From time to time, we and BGC Partners have also used employment agreements, change of control agreements, and other arrangements, including some with specified target or guaranteed bonus components, and discretionary bonuses to attract, motivate and retain talented executives. These specific arrangements with the executive officers are summarized below.

Our policy for allocating between currently paid short- and long-term compensation is designed to ensure adequate base compensation to attract and retain talented executive officers, while providing incentives to maximize long-term value for our Company and our stockholders. Cash compensation is provided in the form of base salary to meet competitive salary norms and reward superior performance on an annual basis, and in the form of bonuses and awards for achievement of specific short-term goals or in the discretion of the Compensation Committee. Equity and partnership awards reward superior performance against specific objectives and long-term strategic goals and assist in retaining executive officers and aligning their interests with those of our Company and our stockholders. From time to time, we may provide additional equity or partnership awards on a periodic basis to reward superior performance, which awards may provide further long-term retention opportunities.

Base salaries for the following year are generally set for our executive officers at theyear-end meetings of the Compensation Committee or in the early part of the applicable year beginning with the salaries for 2018.year. At these meetings, the Committee also approves incentive bonuses under the Incentive Plan and any discretionary bonuses and grants of equity and partnership awards under our Equity Plan and the Participation Plan to our executive officers.

At or around theyear-end Compensation Committee meetings, our Chairman, Mr. Lutnick, makes compensation recommendations to the Committee with respect to the other executive officers. Such executive officers are not present at the time of these deliberations. Mr. Lutnick also makes recommendations withWith respect to his ownits determination of the Chairman’s compensation, the Committee shall consider such information received from the Chairman as Chairman.it deems necessary or appropriate. The Committee deliberates separately in executive sessions with the Advisor as to all executive officers other than Mr. Lutnick in the presence of Mr. Lutnick, and separately in executive sessions with the Adviser as to all executive officers, including Mr. Lutnick. The Committee may accept or adjust Mr. Lutnick’s recommendations and makes the sole determination of the compensation of all of our executive officers. TheIn accordance with our Corporate Governance Guidelines, the Committee reviewsshall review and evaluates,evaluate, at least annually, the performance and leadership of Mr. Lutnick as Chairman.Chairman and Mr. Gosin as CEO. Based upon the results of this evaluation, and input from the Advisor, the Committee reviews and approves Mr. Lutnick’s and Mr. Gosin’s compensation.

compensation program serves to achieve its operating, financial and other strategic objectives while at the same time mitigating any incentives for executive officers to engage in excessive risk-taking to achieve short-term results that may not be sustainable in the long term.long-term. Our Committee may also consider specific performance measures or grants based on specific events or particular strategic efforts or transactions.

In attempting to strike this balance, our Compensation Committee seeks to provide executive officers with an appropriately diversified mix of fixed and variable cash andnon-cash compensation opportunities, time-based and performance-based awards, and short- and long-term incentives. In particular, our performance-based bonuses under our Incentive Plan focus on a mix of company-wideCompany-wide and product-specific operating and financial metrics, in some cases based upon our absolute performance and in other cases based upon our performance relative to our peer group or other companies. In addition, the Incentive Plan award opportunities provide for the exercise of considerable negative discretion by the Committee to reduce, but not increase, amounts granted to executive officers under the Incentive Plan, and to take individual as well as corporate performance into account in exercising that discretion. Further, the Committee retains the discretion to pay out any amounts finally awarded under the Incentive Plan in equity or partnership awards, rather than cash, and to include restrictions on vesting, resale and forfeiture in any such equity or partnership awards. Finally, the Committee applies these same principles with respect to quarterly performance-based award opportunities for the grant of restricted stock, exchange rights or cash settlement awards under the Equity Plan relating to outstandingnon-exchangeable partnership units awarded under the Participation Plan.

Discretionary and Retentive Partnership Opportunities

To incentivize executive officers and hold them accountable to stockholders, our Compensation Committee uses a variety of highly retentive partnership units under the Participation Plan. These partnership awards are granted as atax-efficient, strongly retentive, and risk-appropriate means to align the interests of the executive officers with those of our long-term stockholders. For executive officers, these grants may include NPSUs, along with PSUs and PPSUs, and the Committee believes that the features of the units, coupled with the discretion of the Committee to grant the right of partnership distributions, exchangeability into shares of Class A common stock of Newmark, and various liquidity opportunities, create abest-in-class form of incentive award for our

exchangeable into shares of Class A common stock until such exchange rights are granted by the Committee. HDUs have a stated capital account and are valued based upon such capital account which is initially based on the closing trading price of Class A common stock at the time the HDU is issued. HDUs participate in quarterly partnership distributions and are not exchangeable into shares of Class A common stock untilunless such exchange rights are granted by the Committee.

Executive officers may also receive PPSUs. These units are preferred limited partnership units that may be awarded to holders of, or contemporaneously with, the grant of PSUs. PPSUs are entitled to a preferred distribution of net profits of Newmark Holdings and/or BGC Holdings, as applicable, but otherwise are not entitled to participate in quarterly distributions. PPSUs cannot be made exchangeable into shares of Class A common stock, can only be exchanged for cash, at the determination price on the date of grant, in connection with an exchange of the related PSUs or HDUs, and therefore are not included in our fully diluted share count. PPSUs are expected to provide a mechanism for issuing fewer aggregate share equivalents than traditionally issued in connection with our compensation and to have a lesser overall impact on our fully diluted share count. The ratio of the grant of PPSUs to traditional units (i.e.(e.g., PSUs) is expected to approximate the compensatory tax rate applicable in the relevant country jurisdiction of the partner recipient. The determination price used to exchange PPSUs for cash is determined by the Compensation Committee on the date the grant of such unit and is based on a closing trading price of Class A common stock identified by the Committee on such date.

Over time, as compensation goals are met and other incentives are reached by the executives, the Compensation Committee may choose, in its sole discretion, to grant an exchange right with respect to a PSU, thereby creating a potential liquidity event for the executive and creating a value for accounting purposes. The life cycle of these units, as they may evolve from NPSUs to shares of Class A common stock, provides the Committee and the Board of Directors with superior opportunities to retain and incentivize executives and employees in atax-efficient and discretionary manner.

Until non-exchangeable units are made exchangeable into a share of Class A common stock or exchanged for cash at the discretion of the Committee, they are generally forfeitable for any reason, subject to certain exceptions. We believe this incentivizes performance.

Our executive officers have much of their personal net worth in a combination of our equity-based awards andnon-exchangeable and exchangeable limited partnership units. Messrs. Lutnick, Gosin, FicarroMerkel and Rispoli hold limited partnership units in Newmark Holdings and BGC Holdings. Mr. Lutnick holds additional partnership interests in Cantor, which, through its and CFGM’s ownership of shares of both our Class A and Class B common stock, and exchangeable limited partnership interests in BGC Holdings, owns a 31.2% direct and indirect economic interestcontrols approximately 54.2% of the total voting power of the outstanding Newmark common stock as of December 31, 2017 in Newmark’s operations.June 30, 2021. Mr. FicarroMerkel also holds otheradditional partnership interests in Cantor.

While we do not have a general compensation recovery or “clawback” policy, and do not require our executive officers to meet general share ownership or hold-through-retirement requirements, our Compensation

Our Compensation Committee may grant equity and partnership awards to executive officers in a variety of ways under the Equity Plan and the Participation Plan, including restricted stock, RSUs, exchange rights, cash settlement awards and other equity grants under the Equity Plan andnon-exchangeablenon- exchangeable limited partnership unit awards under the Participation Plan. Grants of such awards may have different accounting treatment and may be reported differently in the compensation tables and related narratives depending upon the type of award granted and how and when it is granted.

For U.S. GAAP purposes, a compensation charge is recorded on PSUs and similar limited partnership units if and when an exchange right is granted to such units to acquire shares of Class A common stock, and the charge is based on the market price of Class A common stock on the date on which the exchange right is granted, regardless of when such exchange occurs. Additionally, when the exchange actually occurs, a U.S. federal income tax deduction is generally allowed equal to the fair market value of a share of Class A common stock on the date of exchange.

For U.S. GAAP purposes, a compensation charge is recorded on PSUs and similar limited partnership units if and when an exchange right is granted relating to the right to exchange such units into HDUs or similar limited partnership units, and the charge is based on the market price of Class A common stock on the date on which the exchange right is granted.granted, regardless of whether such exchange occurs. Additionally, when the exchange actually occurs, a U.S. federal income tax deduction is generally allowed equal to the fair market value of a share of Class A common stock on the date of exchange.

For U.S. GAAP purposes, if shares of restricted stock granted are not subject to continued employment or service with us or any of our affiliates or subsidiaries, even if they are subject to compliance with our customarynon-compete obligations, the grant-date fair value of the restricted stock will be expensed on the date of grant.

BGC and Newmark Equity Plans and Participation Plans

In connection with our IPO in December 2017, we established the Equity Plan and the Incentive Plan, under which the Compensation Committee of our Board of Directors may pay compensation in the form of cash, shares of our common stock or other equity-based awards, to our directors, executive officers or other officers or employees. We also maintain the Participation Plan, under which the Committee may award Newmark Holdings interests to our directors, executive officers or other officers or employees. Prior to the IPO, our executive officers received awards under the BGC Compensation Plans.

Base Salary

Our executive officers receive base salaries or similar cash payments intended to reflect their skills, expertise and responsibilities. Subject to any applicable employment or other agreements, such payments and subsequent adjustments, if any, are reviewed and approved by the Compensation Committee annually, based on a variety of factors, which may include, from time to time, a review of relevant salaries of executives at our peer group of companies and others, and each executive officer’s individual performance for the prior year, including such executive officer’s experience and responsibilities.

We generally establish base pay at levels comparable to our peer group and other companies which employ similarly skilled personnel, including CBRE Group, Inc., Colliers International Group, Inc., HFF, Inc.,Cushman & Wakefield plc, FirstService Corporation, Jones Lang LaSalle Incorporated,Inc., Marcus & Millichap Inc., Redfin Corp., RE/MAX Holdings, Inc., Savills plc and Realogy Holdings Corp.Zillow Group, Inc. While we determine these levels by reviewing publicly available information with respect to our peer group of companies and others, we generally do not expect to engage in benchmarking.

As discussed in more detail above,Currently, Mr. Lutnick spends significant amountsexpects to spend approximately 33% of his time on our matters and Mr. Merkel expects to spend approximately 25% of his time on our matters. These percentages may vary depending on business developments at Newmark matters,or Cantor, BGC Partners or any of our or their respective affiliates. As a result, these key employees (and others in key executive or management roles who we may hire from time to time) dedicate only a portion of their professional efforts to our business and operations, and there is no contractual obligation for them to spend a specific amount of their time with us and/or BGC Partners or Cantor. Messrs. Gosin and Rispoli spend all of their full business time on Newmarkour matters, and, prior to January 1, 2018, Mr. Ficarro spent approximately 90% of his full business timeincluding on Newmark matters and as of January 1, 2018, he is expected to spend approximately 95% of his full business time on Newmark matters. These percentages have varied based upon business developments at the Company. Accordingly, the base salary and similar payment amounts described below represent the following: for Mr. Lutnick, 50% of the base salary paid by BGC Partners to Mr. Lutnick for his time spent on Newmark matters; for Mr. Ficarro, 90% of the total base salary paid to Mr. Ficarro; and for Messrs. Gosin and Rispoli, the total base salary and similar payments made to them. In each case the portion of each executive’s salary reflected below corresponds to the amount of time such executive spends on Newmark matters.investments or ventures.

Base Salaries/PaymentsSalaries for 20172020 and Voluntary Executive Base Salary Reductions

Base salary and similar cash payment rates for 2017 were established in January 2017 by the BGC compensation committee with respect to Mr. Lutnick, and by Mr. Lutnick with respect to Messrs. Gosin, Ficarro and Rispoli. In setting the base rates for 2017, the qualifications, experience and responsibilities of Messrs. Lutnick, Gosin, Ficarro and Rispoli were considered. The base rate for Mr. Lutnick for 2017 was continued at $500,000. Mr. Lutnick’s base salary in 2017 represents 50% of his base salary as reported by BGC Partners. The base rate for 2017 for Mr. Gosin was continued at $475,000, payable 50% in cash and 50% in partnership units but was raised to $1,000,000 for the portion of 2017 beginning with the execution of his new employment agreement in connection with the IPO, payable in cash. The 50% portion of Mr. Gosin’spre-IPO salary paid in partnership units was calculated on a monthly basis by dividing 50% of his monthly base salary by the closing price of our Class A common stock on the last day of the month in which the cash portion of his salary is paid. The base rate for Mr. Ficarro for 2017 was continued at $540,000. As discussed above, Mr. Ficarro spent approximately 90% of his full business time in 2017 on Newmark matters. The base rate for Mr. Rispoli for 2017 was increased to $415,000 for 2017.

With respect to each performance period, theour Compensation Committee specifies the applicable performance criteria and targets to be used under the Incentive Plan for that performance period. These performance criteria, which may vary from participant to participant, will be determined by the Committee and may be based upon one or more of the following financial performance measures set forth in the Incentive Plan.measures:

The actual Incentive Plan bonus paid to any given participant at the end of a performance period is based upon the extent to which the applicable performance goals for such performance period are achieved, subject to the exercise of negative discretion by the Compensation Committee, and may be paid in cash or in equity or partnership awards. These awards also serve as incentives for future performance and retention.

In addition, from time to time, our Compensation Committee may provide for target or guaranteed bonuses in employment or other agreements in order to attract and retain talented executives, or may grant ad hoc discretionary bonuses when an executive officer is not eligible to participate in the Incentive Plan award opportunities for that performance period or when it otherwise considers such bonuses to be appropriate. Such bonuses may also be paid in cash or in equity or partnership awards.

BGC Incentive Plan Bonus Goals for 2017

Prior to our IPO in December of 2017, we did not have an incentive plan. As such, during 2017 Mr. Lutnick was a participating executive in the BGC Incentive Plan, and salaries for 2017 for Messrs. Gosin, Ficarro and Rispoli were approved by Mr. Lutnick. Due to the IPO closing on December 19, 2017, the Newmark Compensation Committee did not set any incentive bonus targets for 2017.2020

In the first quarter of 2017, the BGC compensation committee2020, our Compensation Committee determined that Mr.Messrs. Lutnick, Gosin, Rispoli and Merkel, our executive officers for 2020, would be a participating executiveexecutives for 20172020 in the BGCour Incentive Plan.

For 2017, the BGC compensation committee2020, our Compensation Committee used the same performance criteria for all BGCthe executive officers (including Mr. Lutnick) and set individual bonus opportunities for 20172020 equal to the maximum value allowed for each individual pursuant to the terms of the BGC Incentive Plan (i.e., $25 million), provided that (i) BGC Partnersthe Company achieved any operating profits or distributableadjusted earnings annually for 2017,2020, as calculated on substantially

The BGC compensation committeeCompensation Committee determined that the payment of any such amount may be in the form of cash, shares of Class A common stock, limited partnership units, or other equity or partnership awards permitted under the BGC Equity Plan, the BGC Participation Plan or otherwise. The BGC compensation committee,Compensation Committee, in its sole and absolute discretion, retained the right to reduce the amount of any BGC Incentive Plan bonus payment based upon any factors it determines, including whether and the extent to which the Performance Goals or any other corporate, as well as individual, performance objectives have been achieved.

BGC Incentive Plan Bonuses and Other Bonuses Awarded for 20172020

On March 12, 2018,16, 2021, having been adviseddetermined that the Performance Goals established in the first quarter of 2017 by the BGC compensation committee2020 had been met for 2017,2020, our Compensation Committee approved the following award to Mr. Lutnick under the BGC Incentive Plan for 2017 and approved the followingmade awards, to our other executive officers, in each case, effective as of JanuaryApril 1, 2018:2021, to the participating executive officers for 2020 under our Incentive Plan. The awards were granted using a stock price of $11.09 on March 16, 2021, and adjusted by the 0.9365 exchange ratio in effect as of such date, and provided a combination of short- and long-term incentives that align the Company’s financial performance with its executive compensation. In addition to short- term cash compensation awarded to certain executives, the Committee awarded significant portions of its 2020 compensation to all executives in the form of long-term partnership units. These units are eligible for partnership distributions, if any, in the current period, which are tied to the Company’s current and future earnings and may rise and fall with the Company’s results and market conditions in a given period. The units awards, however, are issued as non-exchangeable and the non- preferred unit awards may be made exchangeable into the Company’s Class A common stock at a future time at the Committee’s discretion, thus incentivizing future performance by aligning it with the Company’s stock price. The Committee considered the impact of the Company’s earnings and stock performance when making these awards for 2020 as well as the impact of the COVID-19 pandemic on various businesses and the Company’s results as a whole. The impact of any of these measures during 2021 or beyond may materially impact the value of current and previous partnership awards, thus aligning the interests of the executives with those of our stockholders. This alignment is more important than ever in the face of volatile markets and the unprecedented business climate in light of the ongoing impact of the COVID-19 pandemic. Further, all of such 2020 partnership awards are forfeitable in the event that an executive were to leave the Company and compete or otherwise violate applicable partnership obligations. These components are more important than ever in unpredictable times.

Total compensation for all executive officers was reduced by approximately 25% due to the impact of the COVID-19 pandemic on the Company’s business as a whole. This amount included the voluntary base salary reductions, which occurred in April 2020 and continued until year end 2020, as well as incentive bonus reductions as a component of year-end compensation. The Committee considered specific business factors, including relative reductions in leasing revenues, and the disproportionate impact in the East and West Coast markets, as well as the improved volumes and market share in GSE originations, DUS lending and property management. Base salaries were returned at year end to pre-pandemic levels.

Mr. Gosin receivedone-time grants during both 2014 and 2015 which were intended to provide him with significant incentives with respect to future performance and were given as an advance against future incentive pool allocation payments and in consideration for Mr. Gosin’s leadership inMerkel represented a $296,000, or approximate 33.8%, decrease from the substantial expansionprior year as a result of Newmark Knight Frank since being acquired by BGC. As such, Mr. Gosin did not receivethe impact of the COVID-19 pandemic on the Company’s business as a BGC Incentive Plan Bonus for 2017.whole.

Equity Plan and Participation Plan Awards

It is the Compensation Committee’s general policy to award restricted stock, exchange rights, awards that are repurchased for cash, (whichwhich we refer to as “cash settlement awards”)awards,” and other equity or partnership awards to executive officers in order to align their interests with those of our long-termlong- term investors and to help attract and retain qualified individuals. Our Equity Plan permits the Committee to grant restricted stock, stock options, stock appreciation rights, deferred stock such as RSUs, bonus stock, performance awards, dividend equivalents and

NPSU Grants and Related Replacement and Exchange Right Grants Attributablein Respect of 2020

From time to Newmarktime, the Compensation Committee generally approves monetization of previously issued and outstanding units and shares in order to provide liquidity to the executives in accordance with applicable tax and accounting rules, taking into consideration the retentive impact of the remaining units held by the executives. The 2020 monetizations are described below were approved by the Compensation Committee in order to provide liquidity to the executives in accordance with applicable tax and accounting rules, taking into consideration the retentive impact of the remaining units held by the executives.

Previous BGC Partners GrantsMr. Lutnick

During each of 2015, 2016 and 2017, the BGC compensation committee made additional discretionary awards of BGC Holdings NPSUsMr. Lutnick received no standalone monetization with respect to 2020. See below under “Standing Policy for Mr. Lutnick. The equity compensation discussed below reflects only those amounts BGC attributed to Mr. Lutnick’s services performedLutnick” for Newmark and excludes the amounts attributable to his services performed on matters for BGC Partners and its affiliates (other than us), and represents a percentage (i.e., 50%)description of the total amount awardedexchange rights and/or other monetizations rights granted to him with respect to 2020 and waived one time by BGC in connectionhim with the performance of his duties during those times.such future opportunities to be cumulative.

The BGC compensation committee granted the following BGC Holdings NPSUs to Mr. Lutnick and replaced such BGC Holdings NPSUs with other partnership units in 2017:Gosin

On January 1, 2016, 1,000,000March 16, 2021, the Compensation Committee granted Mr. Gosin exchange rights into shares of Mr. Lutnick’s BGC Holdings NPSUs were replaced by 550,000Class A common stock with respect to 526,828 previously awarded non-exchangeable BGCNewmark Holdings PSUs and 450,000 BGC Holdings PPSUs (with a determination price of $9.81 per BGC Holdings PPSU), which represented 25% of his May 2014 and January 2015 BGC Holdings NPSU awards.

2015Year-End Compensation. On February 24, 2016, in connection with the 2015year-end compensation process, the BGC compensation committee granted 750,000 BGC Holdings NPSUs to Mr. Lutnick. Replacement of BGC Holdings NPSUs with30,871 non-exchangeable BGCNewmark Holdings PSUs/PPSUs for Mr. Lutnick was determined to be (i) 25% per year with respect to BGC Holdings NPSUs granted in 2016; and (ii) 25% of the previously awarded to BGC Holdings NPSUs currentlyAPSUs held by Mr. Lutnick based upon the original issuance date (the first 25% having already been replaced); provided that, with respect to all of the foregoing, such future replacements were subject to the approval of the BGC compensation committee (with such approval process amended in 2017 as described below). The grant of exchange rights with respect to such BGC Holdings PSUs/PPSUs will be determined in accordance with BGC Partners’ practices when determining discretionary bonuses or awards, and any grants of exchangeability shall be subject to the approval of the BGC compensation committee.

2016Year-End Compensation.On January 31, 2017, in connection with the 2016year-end compensation process, certain previous awards of BGC Holdings NPSUs vesting on January 1, 2017 were replaced withnon-exchangeable BGC Holdings PSUs/PPSUs for Mr. Lutnick, effective January 1, 2017, with the determination price of each BGC Holdings PPSUGosin (which, based on the closing price of the Class A common stock of $11.09 per share on December 30, 2016, which was $10.23. Assuch date and using the exchange ratio of 0.9365, had a value of $5,792,139 in the aggregate). In addition, on March 16, 2021, the Compensation Committee approved removing the sale restrictions on Mr. Gosin’s remaining 178,232 restricted shares of Class A common stock in BGC (which were originally issued in 2013) and associated 82,680 remaining restricted shares of Newmark Class A common stock (issued as a result effective as of January 1, 2017, 593,750 BGCthe Company spin-off in November 2018).

Mr. Rispoli

On March 16, 2021, the Compensation Committee granted Mr. Rispoli (i) exchange rights into shares of Class A common stock with respect to 6,043 previously awarded non-exchangeable Newmark Holdings PSUs held by Mr. Rispoli (which, based on the closing price of the Class A common stock of $11.09 per share on such date and using the exchange ratio of 0.9365, had a value of $62,758); and (ii) exchange rights into cash with respect to 4,907 previously awarded non-exchangeable Newmark Holdings PPSUs held by Mr. Rispoli (which had an average determination price of $15.57 per unit, for a total of $76,407 in the aggregate to be paid for taxes when (i) is exchanged).

Mr. Merkel

On March 16, 2021, the Company redeemed 30,926 non-exchangeable Newmark Holdings PSUs held by Mr. Merkel for zero and in connection therewith issued 28,962 shares of our Class A common stock. On the same day, the Company repurchased these shares from Mr. Merkel at the closing price of our Class A common stock of $11.09 per share under our stock buyback program. The total payment delivered to Mr. Merkel was $321,189, less applicable taxes and withholdings. The Compensation Committee approved these transactions.

2019 Newmark NPSU Awards

On February 22, 2019, the Compensation Committee granted 500,000 Newmark Holdings NPSUs ofand 500,000 Newmark Holdings NNPSUs effective April 1, 2019 to Mr. Lutnick were cancelled and replaced with 427,500Lutnick. These units will become non-exchangeable BGCNewmark Holdings PSUs and 166,250PPSUs (based on the determination price of $10.05 per unit) ratably over 4 years (on each anniversary) as follows:

Mr. Lutnick

On June 28, 2021, the Newmark Compensation Committee approved the following for Mr. Lutnick: (i) the exchange of 279,725 exchangeable Newmark Holdings PSUs into 263,025 shares of Newmark Class A common stock based on the then current exchange ratio of 0.9403; (ii) the redemption of 193,530 exchangeable Newmark Holdings PPSUs for a cash payment of $1,465,874, to be remitted to the applicable tax authorities to the extent necessary for payment in connection with the delivery of the Newmark Class A common stock in (i) above; (iii) the redemption of 2,909,819 non-exchangeable Newmark Holdings PSUs, pursuant to Mr. Lutnick’s rights under his existing standing policy and issuance of 2,736,103 shares of Newmark Class A common stock to him based upon the then-current exchange ratio of 0.9403; (iv) the redemption of 793,398 non-exchangeable Newmark Holdings PPSUs pursuant to Mr. Lutnick’s rights under his existing standing policy for a cash payment of $8,798,546, to be remitted to the applicable tax authorities to the extent necessary for payment in connection with the delivery of the above Newmark Class A common stock in (iii) above; (v) the conversion of 552,482.62 non-exchangeable Newmark Holdings PSUs with H-Rights into 552,482.62 non-exchangeable HDUs and redemption of such HDUs for their capital account, paid in the form of Nasdaq Shares; (vi) the redemption of 602,462.94 non-exchangeable PPSUs for a cash payment of $7,983,000, to be remitted to the applicable tax authorities to the extent necessary for payment in connection with the delivery of above Newmark Holdings HDU cash payment; (vii) the exchange of 520,380 exchangeable BGC Holdings PSUs into 520,380 shares of BGC Class A common stock; (viii) the redemption of 425,766 exchangeable BGC Holdings PPSUs for a cash payment of $1,525,705, to be remitted to the applicable tax authorities to the extent necessary for payment in connection with the delivery of the above BGC shares in (viii); (ix) the redemption of 88,636 non-exchangeable BGC Holdings PSUs pursuant to Mr. Lutnick’s rights under his existing standing policy, and the issuance of 88,636 shares of BGC Class A common stock; (x) the conversion of 1,131,774 non-exchangeable BGC Holdings PSUs with H-Rights into 1,131,774 non-exchangeable BGC Holdings HDUs; (xi) the redemption of 1,018,390 non-exchangeable BGC Holdings PPSUs with rights to redeem for cash in connection with the exercise of above BGC Holdings HDUs for a cash payment of $7,983,000, to be remitted to the applicable tax authorities to the extent necessary for payment in connection with the delivery of above BGC Holdings HDU cash payment; and (xii) the issuance of 29,059 shares of Newmark Class A common stock.

In connection with the above, the Company’s fully diluted share count was reduced by an aggregate of 1,212,000 shares of Newmark Class A common stock for tax withholding purposes.

Mr. Gosin

In DecemberOn June 28, 2021, the Compensation Committee approved the following for Mr. Gosin: (i) the exchange of 2017,1,531,061.84 exchangeable Newmark Holdings units (comprised of 1,438,597.37 exchangeable Newmark Holdings PSUs and 92,464.47 exchangeable Newmark Holdings APSUs) into 1,439,658 shares of Newmark Class A common stock based upon the then-current exchange ratio of 0.9403; (ii) the redemption of 60,753.97 exchangeable Newmark Holdings PPSUs for a cash payment of $834,508, to be remitted to the applicable tax authorities to the extent necessary for payment in connection with the executiondelivery of the Gosin Employment Agreement, certainNewmark shares in (i) above; (iii) the conversion of Mr. Gosin’s awards were replaced by an equivalent number443,871.60 non-exchangeable Newmark Holdings PSUs with H-Rights into 443,871.60 non-exchangeable Newmark Holdings HDUs, less any taxes and withholdings in excess of $5,362,452, and redemption of such HDUs for their capital account, paid in the form of Nasdaq Shares; (iv) the redemption of 539,080.23 non-exchangeable Newmark Holdings PPSUs for cash in connection with the delivery of the Newmark Holdings HDU cash payment in (iii) above; (v) the exchange of 3,348,706 exchangeable awards as follows: (i) 52,293 BGC Holdings APSUs, (ii) 1,146,696units (comprised of 3,147,085 exchangeable BGC Holdings PSUs and (iii) 51,011201,621 Exchangeable BGC Holdings APSUs) into 3,348,706 shares of BGC Class A common stock; (vi) the redemption of 80,891 exchangeable BGC Holdings PPSUs (which havefor a preferred valuecash payment of $426,342), in each case held by Mr. Gosin as of December 31, 2017. Mr. Gosin has not elected$298,273, to exchange such exchangeable units. As described herein, any exchange of such units shall also applybe remitted to the ratable portion of Newmark Holdings units that Mr. Gosin held in association with such BGC Holdings units.

Dueapplicable tax authorities to theone-time grants Mr. Gosin previously received, noted above, Mr. Gosin was not granted additional exchangeability on previously awarded units extent necessary for payment in connection with the 2017delivery of the BGC shares in (v) above; (vii) the conversion of 1,592,016 year-endnon-exchangeable compensation process.BGC Holdings PSUs with H-Rights to into 1,592,016 non-exchangeable BGC Holdings HDUs, less applicable taxes and withholdings in excess of the BGC Holdings PPSU value in (viii) below; (viii) the redemption of 264,985 non-exchangeable BGC Holdings PPSUs with rights

to redeem for cash in connection with exercise of above BGC Holdings HDUs for a cash payment of $1,129,499, to be remitted to the applicable tax authorities in connection with the delivery of the BGC Holdings HDU cash payment in (vii) above; and (ix) the issuance of 12,500 shares of Newmark Class A common stock.

In connection with the above, the Company’s fully diluted share count was reduced by an aggregate of 670,933 shares of Newmark Class A common stock for tax withholding purposes.

Mr. Rispoli

On March 12, 2018,June 28, 2021, the Compensation Committee authorizedapproved the Companyfollowing for Mr. Rispoli: (i) the exchange of 23,124 exchangeable Newmark Holdings PSUs into 21,744 shares of Newmark Class A common stock based on the then-current exchange ratio of 0.9403; (ii) the redemption of 18,668.77 exchangeable Newmark Holdings PPSUs for a cash payment of $208,407, to redeem and cancel 642,261be remitted to the applicable tax authorities to the extent necessary for payment in connection with the delivery of the Newmark shares in (i) above; (iii) the redemption of 6,000 non-exchangeable Newmark Holdings PSUs and to issue to Mr. Gosin in exchange $10.0 millionthe issuance of Newmark’s5,642 Restricted Shares of Newmark Class A common stock lessbased upon the then-current exchange ratio of 0.9403; (iv) the conversion of 5,846 non-exchangeable Newmark Holdings PSUs with H-Rights into 5,846 non-exchangeable Newmark Holdings HDUs and the redemption of such HDUs for their capital account, paid in the form of Nasdaq Shares; (v) the redemption of 4,917 non-exchangeable Newmark Holdings PPSUs with rights to redeem for cash in connection with the exercise of above Newmark Holdings HDUs for a cash payment of $60,750, to be remitted to the applicable taxestax authorities to the extent necessary for payment in connection with the delivery of the HDU cash payment in (iv) above; (vi) the exchange of 36,985 exchangeable BGC Holdings PSUs into 36,985 shares of BGC Class A common stock; (vii) the redemption of 29,791 exchangeable BGC Holdings PPSUs for a cash payment of $134,573 to the applicable tax authorities to the extent necessary for payment in connection with the delivery of the BGC shares in (vi) above; and withholdings, based on(viii) the priceissuance of $15.57383 shares of Newmark Class A common stock.

In connection with the above, the Company’s fully diluted share count was reduced by an aggregate of 3,805 shares of Newmark Class A common stock for tax withholding purposes.

2021 Monetization for Mr. Merkel

On April 27, 2021, the Compensation Committee approved an additional monetization opportunity for Mr. Merkel: (i) 73,387 of Mr. Merkel’s 145,384 non-exchangeable Newmark Holdings PSUs were redeemed for zero, (ii) 19,426 of Mr. Merkel’s 86,649 non-exchangeable Newmark Holdings PPSUs were redeemed for a cash payment of $173,863, and (iii) 68,727 shares of our Class A common stock were issued to Mr. Merkel. On the same day, the 68,727 shares of our Class A common stock were repurchased from Mr. Merkel at $10.67 per share, which was the closing price of our Class A common stock on that date. This resulted in the issuancedate, under our stock buyback program. The total payment delivered to Mr. GosinMerkel was $815,878, less applicable taxes and withholdings.

On June 28, 2021 the Compensation Committee approved the following for Mr. Merkel: (i) the redemption of 327,74651,124 non-exchangeable Newmark Holdings PSUs and issuance of 48,072 shares of ourNewmark Class A common stock.stock based upon the then current exchange ratio of 0.9403; and (ii) the redemption of 46,349 non-exchangeable Newmark Holdings PPSUs for a cash payment of $329,155, to be remitted to the applicable tax authorities to the extent necessary in connection with the issuance of the shares above. In connection with this transaction, the Company’s fully diluted share count was reduced by an aggregate of 13,066 shares of Newmark Class A common stock for tax withholding purposes.

2021 Monetization for Mr. RispoliGosin

On April 2, 2018, certainSeptember 20, 2021, the Compensation Committee approved an additional monetization opportunity for Mr. Gosin. All of Mr. Rispoli’s awards were replaced by an equivalent number of exchangeable awards as follows: (i) 17,211non-exchangeable BGC Holdings PSUs, and (ii) 14,082non-exchangeable BGC Holdings PPSUs, of which 9,381 BGC Holdings PPSUs have a determination price of $9.07 per unit and 4,701 BGC Holdings PPSUs have a determination price of $11.40 per unit. Mr. Rispoli has not elected to exchange such exchangeable units. As described herein, any exchange of such units shall also apply to the ratable portion of Newmark units that Mr. Rispoli held in association with such BGC Holdings units.

Mr. Ficarro

On April 1, 2016 and April 1, 2017, an additional 20,454 of Mr. Ficarro’s BGC Holdings NPSUs and 16,736 of his BGC Holdings NPPSUs awarded in 2014 were replaced by an equivalent number ofnon-exchangeable BGC Holdings PSUs and BGC Holdings PPSUs, respectively. The distributions from suchnon-exchangeable BGC Holdings PSUs and BGC Holdings PPSUs will be payable to Mr. Ficarro and will not be used to repay his outstanding loan (as described below). On May 2, 2016, an additional 7,177 of hisnon-exchangeable BGC Holdings PSUs and 4,765 of his BGC Holdings PPSUs were replaced by an equivalent number of exchangeable BGC Holdings PSUs and BGC Holdings PPSUs. On March 21, 2017, an additional 15,586 of hisnon-exchangeable BGC Holdings PSUs and 12,752 of his BGC Holdings PPSUs were replaced by an equivalent number of exchangeable BGC Holdings PSUs and BGC Holdings PPSUs. On July 30, 2017, an additional 12,373 of hisnon-exchangeable BGC Holdings PSUs and 10,123 of his BGC Holdings PPSUs were replaced by an equivalent number of exchangeable BGC Holdings PSUs and BGC Holdings PPSUs.

On April 2, 2018, certain of Mr. Ficarro’s awards were replaced by an equivalent number of exchangeable awards as follows: (i) 35,384non-exchangeable BGC Holdings PSUs, of which 90%, or 31,846

Gosin Commissions

Compensation for an aggregate paymentMr. Gosin is generally determined in accordance with the employment agreement, as amended from time to time, which he entered into in connection with our IPO, effective as of $1,041,042,December 1, 2017 (the “Gosin Employment Agreement”). Mr. Gosin received commissions in 2018 in the amount of $104,893 payable in connection with brokerage transactions. This amount was paid in the form of $10,486 in cash and (ii) 53,0906,482 non- exchangeable BGCNewmark Holdings PPSUs held byPSUs. Mr. Ficarro atGosin received commissions in 2020 in the averageamount of $16,109 payable in connection with brokerage transactions. This amount was paid in the applicable determination pricesform of the BGC$1,611 in cash and 1,519 non-exchangeable Newmark Holdings PPSUs on the dates on which such BGC Holdings PPSUs were made exchangeable, for an aggregate payment of $381,492.

2017 Newmark Awards

Our Compensation Committee did not make any awards of NPSUs to our executive officers in 2017.

2018 Newmark Awards

As of the date hereof, our Compensation Committee has not made any awards of NPSUs to our executive officers in 2018.NPSUs.

Standing Policy for Mr. Lutnick

Newmark

In March 2018, our Compensation Committee and Audit Committee approved a standing policy that gives Mr. Lutnick the same right, subject to certain conditions, to accept or waive opportunities that have previously been offered, or that may be offered in the future, to other executive officers to (i) participate in any opportunity to monetize or otherwise provide liquidity with respect to some or all of theirnon-exchangeable limited partnership units; (ii) to accelerate the lapse of or eliminate any restrictions on transferability with respect to shares of restricted stock; or (iii) to participate in transactions that monetize and/or provide liquidity of equity or partnership awards granted to other executive officers, including the right to exchangenon-distribution earning units such as NPSUs into distribution-earning units such as PSUs, or convert preferred units such as PPSUs into regular,non-preferrednon- preferred units, such as PSUs, based upon the highest percentage of distribution earning awards and in the same proportion of regular to preferred units held by another executive.

The policy provides generally that Mr. Lutnick shall be treated no less favorably than, and in proportion to, any other executive officer with respect to the change, right or modification of equity or partnership awards, which include, but are not limited, to opportunities (i) to havenon-exchangeablenon- exchangeable units redeemed or replaced by othernon-exchangeable units; (ii) to havenon-exchangeable units received upon such replacement redeemed by Newmark Holdings for cash, or, with the concurrence of Cantor, granted exchange rights for shares of Newmark’s Class A common stock; (iii) to accelerate the lapse of or eliminate any restrictions on transferability with respect to restricted shares of Class A common stock; and (iv) to replacenon-distributing units with distributing units and replace preferred units withnon-preferred units. The policy may also include exchange of units into HDUs or other units with a capital account and the cancellation or redemption of non-exchangeable units and the issuance of new shares or units.

On April 27, 2021 and June 28, 2021, Mr. Lutnick received monetization rights under the standing policy in connection the Compensation Committee’s approval of certain monetization rights for Mr. Merkel. The cumulative number of Mr. Lutnick’s units for which he waived exchangeability, is 3,171,257with such future opportunities to be cumulative, was 4,658,804 non-exchangeable BGCNewmark Holdings PSUsPSUs/PSU-Hs and 542,5791,608,328 non-exchangeable BGCNewmark Holdings PPSUs and 1,500,322PPSUs/PPSU-Hs with an aggregate determination amount of $20,009,722.

In connection with the 2021 Equity Event discussed above, the following transactions occurred on or about June 28, 2021, which reduced the cumulative balances of the Newmark Holdings units for which Mr. Lutnick previously waived monetization rights under the Newmark standing policy: (i) 2,909,819 non-exchangeable Newmark Holdings PSUs and 256,694were redeemed for zero in connection with the issuance of net Newmark shares to Mr. Lutnick; (ii) 689,183 non-exchangeable Newmark Holdings PPSUs.

BGC

In December 2010, as amended in 2013,PPSUs were redeemed for a cash payment of $8,798,546; (iii) 552,482 Newmark Holdings PSU-Hs were converted into 552,482 Newmark Holdings HDUs; and as further amended in 2017, the BGC audit committee and the BGC compensation committee approved a standing policy, substantially on the same terms as the standing policy approved by our Compensation Committee described above, that gives Mr. Lutnick the same right, subject to certain conditions, to accept or waive opportunities that have previously been offered, or that may be offered in the future, to other BGC executive officers to participate in any opportunity to monetize or otherwise provide liquidity with respect to some or all of their(iv) 602,462 non-exchangeable limited partnership units or to accelerate the lapseNewmark Holdings PPSU-Hs were redeemed for a cash payment of or eliminate any restrictions on transferability with respect to shares$7,983,000. As of restricted stock.

On January 31, 2017, under the BGC standing policy, the BGC compensation committee granted exchange rights with respect to rights available to Mr. Lutnick with respect to some of hisnon-exchangeable BGC Holdings PSUs/PPSUs. Mr. Lutnick elected to waive such rights as aone-time waiver that is not cumulative. Also pursuant to the policy, the BGC compensation committee further approved a grant to Mr. Lutnick of 325,000non-exchangeable BGC Holdings PSUs, of which 162,500non-exchangeable BGC Holdings PSUs, or 50%, were attributable to his approximate time spent on Newmark matters, in replacement of 325,000 of his BGC Holdings NPSUs, of which 162,500 BGC Holdings NPSUs, or 50%, were attributable to his approximate time spent on Newmark matters, and a grant of 1,661,600non-exchangeable BGC Holdings PSUs, of which 830,800non-exchangeable BGC Holdings PSUs, or 50%, were attributable to his approximate time spent on Newmark matters, in replacement of his 1,661,600non-exchangeable BGC Holdings PPSUs, of which 830,800 BGC Holdings PPSUs, or 50%, were attributable to his approximate time spent on Newmark matters, for an aggregate total of 1,986,600non-exchangeable BGC Holdings PSUs, of which 993,300 BGC Holdings PSUs, or 50%, were attributable to his approximate time spent on Newmark matters. Such transactions were effective as of January 1, 2017 and represented all of the rights available to Mr. Lutnick at such time.

In addition, on February 16, 2018, under the BGC standing policy, the BGC compensation committee granted exchange rights with respect to rights available to Mr. Lutnick with respect to all of hisnon-exchangeable BGC Holdings PSUs/PPSUs (other than those issued in connection with 2017year-end compensation). Mr. Lutnick elected to waive such rights as aone-time waiver with future opportunities to exchange to be cumulative. In addition, under the BGC standing policy, all of Mr. Lutnick’s remaining BGC Holdings NPSUs were cancelled and replaced with BGC Holdings PSUs/PPSUs, effective as of January 1, 2018 due to Mr. Lutnick having had the right to make all of his partnership units exchangeable under the BGC standing policy. Following this transaction,September 30, 2021, the number of Mr. Lutnick’s remaining Newmark Holdings units for which he waived exchangeability was 8,400,683non-exchangeable BGC Holdings PSUs and 1,437,292non-exchangeable BGC

Retirement Benefits

Our executive officers are generally eligible to participate in a 401(k) contributory defined contribution plan, which we refer to as the “Deferral Plan.” Pursuant to the Deferral Plan, all U.S. eligible employees, including our executive officers, are provided with a means of saving for their retirement. We currently do not match any of our employees’ contributions to our Deferral Plan.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis, which we refer to as the “CD&A,” set forth in this Proxy Statement with management of the Company and, based on such review and discussions, the Compensation Committee recommended to the Company’s Board of Directors that the CD&A be included in this Proxy Statement.

Dated: August 14, 2018November 5, 2021

EXECUTIVE COMPENSATION

Summary Compensation Table

The amount in column (c) for 2019 for Mr. Rispoli reflects a salary rate of $500,000 for the months of January and February 2019, and a salary rate of $650,000 for the months March through December 2019.

Mr. Ficarro’s bonus for 2016 was paid as follows: $321,744 in the form of 28,224non-exchangeable BGC Holdings PSUs and $263,249 in the form of 23,092non-exchangeable BGC Holdings PPSUs. Mr. Rispoli’s bonus for 2016 was paid as follows: $400,000 in the form of 19,298non-exchangeable BGC Holdings PSUs and 15,790non-exchangeable BGC Holdings PPSUs. Mr. Gosin did not receive a bonus for 2016. See footnote (10) below for further information.

Mr. Gosin’s, Mr. Ficarro’s and Mr. Rispoli’s bonuses for 2015 were paid as follows: (1) Mr. Gosin: $2,436,600 in the form of 153,861non-exchangeable BGC Holdings PSUs and 125,887non-exchangeable BGC Holdings PPSUs; (2) Mr. Ficarro: $258,750 in the form of 15,691non-exchangeable BGC Holdings PSUs and 12,838non-exchangeable BGC Holdings PPSUs; and (3) Mr. Rispoli: $192,500 in the form of 11,673non-exchangeable BGC Holdings PSUs and 9,551non-exchangeable BGC Holdings PPSUs. Mr. Gosin’s bonus for 2015 represents the amount earned in excess of the advance allocated to his 2015 bonus, which is described further in footnote (10) below.

Represents 2018 right to monetize certain units granted to Mr. Lutnick in 2014, 2015 and 2016. The $7,529,510 amount in column (e) for Mr. Lutnick for 2018 represents the fair value of (i) the right to exchange 175,243 nonexchangeable BGC Holdings PSUs held by Mr. Lutnick into 175,243 non-exchangeable BGC Holdings partnership units with a capital account (HDUs) (which, based on the closing price of the BGC Class A common stock of $6.20 per share on the date such right was given, had a value of $1,086,507); and (ii) the right to exchange for cash 817,640 BGC Holdings nonexchangeable PPSUs held by Mr. Lutnick (which had an average determination price of $7.88 per unit) for a payment of $6,443,003 in cash for taxes when the foregoing PPSUs are exchanged. These PSUs and PPSUs were granted to Mr. Lutnick in exchange for certain NPSUs received by Mr. Lutnick in 2014, 2015 and 2016.

In addition, Mr. Lutnick was granted the right to exchange 956,531 nonexchangeable BGC Holdings PSUs into 956,531 non-exchangeable partnership units with a capital account (HDUs) (which, based on the closing price of the BGC Class A common stock of $6.20 per share on the date such right was granted, had a value of $5,930,492) and the right to exchange for cash 221,583 BGC Holdings nonexchangeable PPSUs held by Mr. Lutnick (which had an average determination price of $6.95 per unit) for a payment of $1,540,002 for taxes when the foregoing PPSUs are exchanged. These PSUs and PPSUs were issued to Mr. Lutnick at full notional value in connection with prior year-end compensation grants under the BGC Incentive Plan. To date, Mr. Lutnick has not exercised this right to exchange and has not sold any shares in connection with these rights. PPSUs are not included in our fully-diluted share count.

In addition, for Mr. Lutnick, column (e) does not include the BGC Holdings500,000 Newmark NPSUs granted to him in 2015 and 2016, 2,000,000 and 750,000, respectively,2019 because NPSUs do not represent a right to acquire shares of Newmark Class A common stock and they had no grant date fair value for accounting purposes.

Of the 2,000,000 BGC Holdings NPSUs granted to Mr. Lutnick in 2014, (i) 1,000,000 were in 2015 replaced by a total of 550,000non-exchangeable BGC Holdings PSUs and 450,000non-exchangeable BGC Holdings PPSUs; and (ii) 500,000 were in 2016 replaced by 360,000non-exchangeable BGC Holdings PSUs and 140,000non-exchangeable BGC Holdings PPSUs.

Of the 2,000,000 BGC Holdings NPSUs granted to Mr. Lutnick in 2015, (i) in 2016, 500,000 were replaced by 275,000non-exchangeable BGC Holdings PSUs and 225,000non-exchangeable BGC Holdings PPSUs, and (ii) in 2017, 500,000 were replaced by 360,000non-exchangeable BGC Holdings PSUs and 140,000non-exchangeable BGC Holdings PPSUs.

Of the 750,000 BGC Holdings NPSUs granted to Mr. Lutnick in 2016, in 2017, 187,500 were replaced by 135,000non-exchangeable BGC Holdings PSUs and 52,500non-exchangeable BGC Holdings PPSUs.

On February 16, 2018, pursuant to the BGC’s standing policy for Mr. Lutnick, all of Mr. Lutnick’s remaining BGC Holdings NPSUs were cancelled and replaced with BGC Holdings PSUs and BGC Holdings PPSUs as follows: 568,813non-exchangeable BGC Holdings PSUs and 237,248non-exchangeable BGC Holdings PPSUs, in replacement of 806,061 BGC Holdings NPSUs, effective as of January 1, 2018. With respect to the replacement of BGC Holdings NPSUs in 2018, such replacement also applied to the ratable portion of the Newmark Holdings interests or units held in association with such replaced BGC Holdings NPSUs.

In addition, on December 19, 2019, the Compensation Committee granted Mr. Lutnick (i) exchange rights into HDUs with respect to 552,483 non-exchangeable Newmark Holdings PSUs held by Mr. Lutnick (which, based on the closing price of Newmark Class A common stock of $13.61 per share on such date and using the exchange ratio of 0.9332, had a value of $7,017,000); and (ii) exchange rights into cash with respect to 602,463 Newmark Holdings non-exchangeable PPSUs held by Mr. Lutnick (which had an average determination price of $13.25 per unit) for payment of $7,983,000 for taxes when (i) is exchanged. To date, Mr. Lutnick has not exercised this right to exchange, no cash has been given to Mr. Lutnick and he has not sold any shares in connection with these rights. PPSUs are not included in our fully-diluted share count. Column (e) also does not include any of the fair value of grants of exchange rights to Mr. Lutnick in February 2016 with respect to 520,380 BGC Holdings PSUs and 425,765 BGC Holdings PPSUs, pursuant to the standing policyforegoing units because each of those PSUs and PPSUs was originallythey had been previously granted to Mr. Lutnick in partial payment of prior years’ bonuses awardedat full notional value.

On March 16, 2021, pursuant to him under the BGC Incentive PlanNewmark standing policy for prior years and reflected in column (g)Mr. Lutnick, the Compensation Committee granted exchange rights and/or monetization rights with respect to rights available to Mr. Lutnick. Mr. Lutnick elected to waive such rights one-time with such future opportunities to be cumulative. The aggregate number of Mr. Lutnick’s units for which he waived exchange rights or other monetization rights is 4,423,457 non-exchangeable Newmark Holdings PSUs/NPSUs, inclusive of the table for eachPSUs receiving an HDU conversion right, and 1,443,850 non-exchangeable Newmark Holdings PPSUs with an aggregate determination amount of those prior years$16,369,030 at their full notional dollar values. See “Compensation Discussion and Analysis—NPSU Grants and Related Replacement and Exchange Right Grants.”that time, inclusive of the PPSUs receiving an HDU conversion right.

For Mr. Gosin, column (e) also does not include the fair value of the 642,261non-exchangeable Newmark Holdings PSUs which on March 12, 2018 were redeemed and cancelled in exchange for issuing to Mr. Gosin $10.0 million of Newmark’s Class A common stock, less applicable taxes and withholdings, based on the price of $15.57 per share, which was the closing price of our Class A common stock on that date, resulting in the issuance to Mr. Gosin of 327,746 shares of our Class A common stock because the value of such Newmark Holdings PSUsthat were reportedawarded at full notional value in connection with such prior year-end compensation grants.

On December 31, 2018, the Compensation Committee approved the monetization of 1,909,188 BGC Holdings PSUs held by Mr. Gosin and 264,985 BGC Holdings PPSUs (which had an average determination price of $4.2625 per unit), which transactions had an aggregate fair value of $11,000,000. On February 6, 2019, the Compensation Committee approved a modification which consisted of the following: (i) the right to exchange 1,592,016 non-exchangeable HDUs (which, based on the closing price of the BGC Class A common stock of $6.20 per share on such date, had a fair value of $9,870,501); and (ii) the right to exchange for 2015.cash 264,985 BGC Holdings non-exchangeable PPSUs held by Mr. Gosin, (which had an average determination price of $4.2625 per unit), for a payment of $1,129,499 in cash for taxes when such PSUs are exchanged for HDUs. To date, Mr. Gosin has not exercised this right to exchange. Column (e) also does not include the fair value of grants of exchange rights mentioned above that were awarded at full notional value of $2,305,100 in connection with prior year-end compensation grants.

On December 19, 2019, the Compensation Committee granted Mr. Gosin (i) exchange rights into HDUs with respect to 443,872 non-exchangeable Newmark Holdings PSUs held by Mr. Gosin (which, based on the closing price of the Class A common stock of

$13.61 per share on such date and using the exchange ratio of 0.9332, had a value of $5,637,548); and (ii) exchange rights into cash with respect to 539,080 Newmark Holdings non-exchangeable PPSUs held by Mr. Gosin (which had an average determination price of $9.947 per unit) for a payment upon such exchange of $5,362,452 for taxes when (i) is exchanged. Column (e) does not include any of the foregoing units because they had been previously granted in partial payment of prior years’ bonuses at full notional value.

On March 16, 2021, the Compensation Committee granted Mr. Gosin exchange rights into shares of our Class A common stock with respect to 526,828 previously awarded non-exchangeable Newmark Holdings PSUs and 30,871 non-exchangeable Newmark Holdings APSUs held by Mr. Gosin (which, based on the closing price of the Class A common stock of $11.09 per share on such date and using the exchange ratio of0.9365, had a value of $5,792,139 in the aggregate). In addition, on March 16, 2021, the Compensation Committee approved removing the sale restrictions on Mr. Gosin’s remaining 178,232 restricted shares of Class A common stock in BGC (which were originally issued in 2013) and associated 82,680 remaining restricted shares of Newmark Class A common stock (issued as a result of the Company spin-off in November 2018). Column (e) does not include any of the foregoing units because they had been previously granted in partial payment of prior years’ bonuses at full notional value.

For Mr. Rispoli, column (e) also does not include the fair value of the cancellation of 13,552 non-exchangeable PSUs in BGC Holdings held by Mr. Rispoli and the cancelation of 11,089 BGC Holdings PPSUs (which had an average determination price of $5.814 per unit) on December 31, 2018 that were awarded at full notional value of $131,574 in connection with such year-end compensation grants. In connection with the transaction, BGC issued $134,535 in shares of Class A common stock, less applicable taxes and withholdings, resulting in 13,552 net shares of BGC Class A common stock at a price of $5.17 per share and the payment of $64,471 in cash for taxes. On February 22, 2019, the Compensation Committee removed the sale restrictions on 4,229 shares of BGC Class A common stock and 1,961 shares of Newmark Class A common stock held by Mr. Rispoli.

On December 19, 2019, the Compensation Committee granted Mr. Rispoli (i) exchange rights into HDUs with respect to 5,846 non-exchangeable Newmark Holdings PSUs held by Mr. Rispoli (which, based on the closing price of the Class A common stock of $13.61 per share on such date and using the exchange ratio of 0.9332, had a value of $74,250); and (ii) exchange rights into cash with respect to 4,917 Newmark Holdings non- exchangeable PPSUs held by Mr. Rispoli (which had an average determination price of $12.355 per unit) for a payment of $60,750 for taxes when (i) is exchanged. Column (e) does not include any of the foregoing units because they had been previously granted in partial payment of prior years’ bonuses at full notional value.

On March 16, 2021, the Compensation Committee granted Mr. Rispoli (i) exchange rights into shares of Class A common stock with respect to 6,043 previously awarded non-exchangeable Newmark Holdings PSUs held by Mr. Rispoli (which, based on the closing price of the Class A common stock of $11.09 per share on such date and using the exchange ratio of 0.9365, had a value of $62,758); and (ii) exchange rights into cash with respect to 4,907 previously awarded non-exchangeable Newmark Holdings PPSUs held by Mr. Rispoli (which had an average determination price of $15.57 per unit, for a total of $76,407 in the aggregate to be paid for taxes when (i) is exchanged). Column (e) does not include any of the foregoing units because they had been previously granted in partial payment of prior years’ bonuses at full notional value.

For Mr. Ficarro, of the 81,818 BGC Holdings NPSUs granted to him in 2014, in 2015, 20,454 BGC Holdings NPSUs were made exchangeable.

Mr. Ficarro also has 20,455 BGC Holdings NPSUs and 16,736 BGC Holdings NPPSUs (which have a preferred value of $101,250) that were awarded in 2015 and vested into BGC Holdings PSUs and BGC Holdings PPSUs as of April 1, 2018. The vesting of such BGC Holdings NPSUs and BGC Holdings NPPSUs also applied to the ratable portion of the Newmark Holdings interests or units held in association with suchnon-exchangeablenon- exchangeable BGC Holdings NPSUs and BGC Holdings NPPSUs, as applicable.

On March 16, 2021, the Compensation Committee approved the right of Mr. Merkel to convert 30,926 non-exchangeable Newmark Holdings PSUs held by Mr. Merkel into 28,962 shares of Class A common stock (which, based on the closing price of the Class A common stock of $11.09 per share on such date and using the exchange ratio of 0.9365, had a value of $321,189). On March 16, 2021, Mr. Merkel converted these 30,926 non-exchangeable Newmark Holdings PSUs into 28,962 shares of Newmark Class A common stock which the Company repurchased on the same day for $321,189 in total consideration, less applicable taxes and withholding, under its then-current buyback program. Column (e) does not include any of the foregoing units because they had been previously granted in partial payment of prior years’ bonuses at full notional value.

For 2016,2019, Mr. Lutnick’s BGC Incentive Plan bonus was paid $1,500,000$2,000,000 in cash and $4,875,000$2,500,000 in the form of 317,073130,685 non-exchangeable BGCNewmark Holdings PSUs and 123,306130,685 non-exchangeable BGCNewmark Holdings PPSUs; Mr. Ficarro’sGosin’s Incentive Plan bonus was paid $321,744$1,000,000 in cash and $9,500,000 in the form of 28,224496,602 non-exchangeable BGCNewmark Holdings PSUs and $263,249496,602 non-exchangeable BGCNewmark Holdings PPSUs; Mr. Rispoli’s bonus was paid $227,500 in cash and $472,500 the form of 24,699 non-exchangeable Newmark Holdings PSUs and 24,699 non- exchangeable Newmark Holdings PPSUs and Mr. Merkel’s bonus was paid $875,000 in the form of 45,740 non-exchangeable Newmark Holdings PSUs and 45,740 non-exchangeable Newmark Holdings PPSUs.

For 2018, Mr. Lutnick’s Incentive Plan bonus was paid $2,000,000 in cash and $2,500,000 in the form of 124,408 non-exchangeable Newmark Holdings PSUs and 124,408 non-exchangeable Newmark Holdings PPSUs; Mr. Gosin’s Incentive Plan bonus was paid $1,000,000 in cash and $8,896,107 in the form of 442,618 non-exchangeable Newmark Holdings PSUs and 442,618 non-exchangeable Newmark Holdings PPSUs; and Mr. Rispoli’s bonus was paid $400,000$190,000 in cash and $410,000 the form of 19,29820,403 non-exchangeable BGC Newmark Holdings PSUs and 15,79020,403 non-exchangeablenon- BGCexchangeable Newmark Holdings PPSUs. Mr. GosinFicarro resigned from the Company effective November 2018 and did not receive a bonus for 2016. See footnote (10) below.

For 2015, Mr. Lutnick’s BGC Incentive Plan bonus was paid $1,500,000 in cash and $4,375,000 in the form of 375,000non-exchangeable BGC Holdings PSUs and 145,834non-exchangeable BGC Holdings PPSUs.

For 2015 and 2016, Mr. Gosin’s base salary was $475,000, payable 50% in cash and 50% innon-exchangeable BGC Holdings APSUs. The 50% portion paid innon-exchangeable BGC Holdings APSUs was calculated on a monthly basis by dividing $19,792 by the closing price of Class A common stock on the last day of the month in which the cash portion of his salary was paid, and resulted in Mr. Gosin receiving 26,575non-exchangeable BGC Holdings PSUs in 2015 and 26,548non-exchangeable BGC Holdings PSUs in 2016.2018.

For 2016,2018, Mr. Gosin received commissions in the amount of $346,617$104,893 payable in connection with brokerage transactions. This amount was paid in the form of 34,888non-exchangeable BGC Holdings PSUs$10,486 in cash and 4,347non-exchangeable BGC Holdings APSUs. Suchnon-exchangeable BGC Holdings APSUs were not distribution eligible for 2016 or 2017 but are distribution eligible for 2018.

For 2015, Mr. Gosin received commissions in the amount of $2,592,183 payable in connection with brokerage transactions. This amount was paid$94,407 in the form of 254,2506,482 non-exchangeable BGCNewmark Holdings PSUs and 31,784non-exchangeable BGC Holdings APSUs. Suchnon-exchangeable BGC Holdings APSUs were not distribution eligible for 2015, 2016 or 2017 but are distribution eligible for 2018.

PSUs. In connection with his execution of a new employment agreement, on March 12, 2018, the Compensation Committee approved a grant of exchangeability with respect to 52,293 BGC Holdings APSUs, 1,146,696 BGC Holdings PSUs and 51,011 BGC Holdings PPSUs held by Mr. Gosin together with the ratable portion of the Newmark Holdings interests or units held in association with such BGC Holdings APSUs, PSUs and PPSUs.

In connection with an amendment to his existing employment agreement, on September 30, 2015, Mr. Gosin received aone-time grant of $24,000,164. This amount was paid in the form of 2,919,728non-exchangeable BGC Holdings PSUs. Such grant was given as an advance against future incentive pool allocation payments which reduced his incentive pool allocation in respect of each of fiscal years 2014, 2015 and 2016 pursuant to a fixed formula. The amount of theone-time grant was based on Mr. Gosin’s estimated target bonus in future years. On March 12, 2018, the Compensation Committee authorized the Company to issue Mr. Gosin a net 327,746 shares of our Class A common stock, based on the price of $15.57 per share, which was the closing price of our Class A common stock on that date, following the redemption and cancellation of an aggregate of 642,261non-exchangeable Newmark Holdings PSUs. For further information regarding Mr. Gosin’s bonus, please see “Compensation Discussion and Analysis—BGC Incentive Plan Bonuses and Other Bonuses Awarded for 2017” above.

Grants of Plan-Based Awards

The following table shows all grants of plan-based awards to the named executive officers in 2017:2020:

Of the 750,000 BGC Holdings NPSUs granted to Mr. Lutnick in 2016, which represents the portion of such BGC Holdings NPSUs attributable to his approximate time spent on Newmark matters, in 2017, 187,500 of such BGC Holdings NPSUs were replaced by 135,000non-exchangeable BGC Holdings PSUs and 52,500non-exchangeable BGC Holdings PPSUs.

On February 16, 2018, pursuant to the BGC’s standing policy for Mr. Lutnick, effective as of January 1, 2018, all of Mr. Lutnick’s remaining BGC Holdings NPSUs were cancelled and replaced with BGC Holdings PSUs and BGC Holdings PPSUs as follows: 568,813non-exchangeable BGC Holdings PSUs and 237,248non-exchangeable BGC Holdings PPSUs, in replacement of 806,061 BGC Holdings NPSUs. With respect to the replacement of BGC Holdings NPSUs in 2018, such replacement also applied to the ratable portion of the Newmark Holdings interests or units held in association with such replaced BGC Holdings NPSUs.

Columns (i) and (l) also do not include the fair value of grants of exchange rights to Mr. Lutnick in February 2016 with respect to 520,380 BGC Holdings PSUs and 425,765 BGC Holdings PPSUs pursuant to the standing policy, which represent the portion of such awards allocated to his approximate time spent on Newmark matters, because each of those BGC Holdings PSUs and PPSUs was originally granted to Mr. Lutnick in partial payment of bonuses awarded to him under the BGC Incentive Plan for prior years and reflected in column (g) of the Summary Compensation Table for each of those prior years at their full notional dollar values.

For each of the foregoing exchangeability transactions that occurred in 2018, such transaction also applied to the ratable portion of the Newmark Holdings interests or units held in association with such exchanged or redeemednon-exchangeable BGC Holdings PSUs andnon-exchangeable BGC Holdings PPSUs, as applicable.

shares of Newmark’s Class A common stock, subject to adjustment and the terms of the separationSeparation and distribution agreement.Distribution Agreement. As of December 29, 2017,31, 2020, the closing market price of a share of Class A common stock was $15.90.

The table above does not reflect the following exchangeable BGC Holdings PSUs or BGC Holdings APSUs held by the named executive officers as of December 31, 2017: Mr. Lutnick, 520,381 exchangeable BGC Holdings PSUs; Mr. Gosin, 149,328 exchangeable BGC Holdings APSUs and 1,978,728 exchangeable BGC Holdings PSUs; Mr. Ficarro, zero exchangeable BGC Holdings PSUs; and Mr. Rispoli, 19,775 exchangeable BGC Holdings PSUs.

These exchangeable BGC Holdings PSUs and exchangeable BGC Holdings APSUs were outstanding immediately prior to the separation and may be exchanged at any time on a 1:1 basis for shares of BGC’s Class A common stock so long as they exchanged together with the ratable portion of a number of the associated Newmark Holdings units, based on the exchange ratio in effect at the time (for more information on the exchange ratio, see “Certain Relationships and Related Transactions—Separation and Distribution Agreement”). As of December 31, 2017, the closing market price of a share of BGC Class A common stock was $15.11.$7.29.

Non-exchangeable Newmark Holdings PSUs, NPSUs or Newmark Holdings APSUs held as of December 31, 20172020 that are eligible to be granted exchange rights into Newmark Class A common stock were as follows: Mr. Lutnick, 1,664,7704,174,669 units; Mr. Gosin, 2,239,6401,539,304 units; Mr. Ficarro, 38,895Rispoli, 62,280 units; and Mr. Rispoli, 13,983Merkel, 176,310 units. Thesenon-exchangeable Newmark Holdings PSUs/NPSUs/APSUs were issued in connection with the separationSeparation and distribution agreement.Distribution Agreement.

Non-exchangeable BGC Holdings PSUs or BGC Holdings APSUs held asAs of December 31, 2017 that are eligible to be granted exchange rights into BGC Class A common stock were as follows: Mr. Lutnick, 3,662,498 units; Mr.2020, Messrs. Gosin, 4,927,213 units; Mr. Ficarro, 85,569 units;Rispoli and Mr. Rispoli, 30,763 units. Each of such units was issued 0.454545 related Newmark Holdings units in connection with the separation and distribution agreement, as described in “Certain Relationships and Related Transactions—Separation and Distribution Agreement.”

Merkel did not hold any Non-exchangeablenon-exchangeable Newmark Holdings NPSUs held as of December 31, 2017 that are eligible to be replaced bynon-exchangeable Newmark Holdings PSUs/PPSUs, which in turn would be eligible to be granted exchange rights for shares of Newmark Class A common stock or cash were as follows: Mr. Lutnick, 863,363 units; Mr. Gosin, 0 units; Mr. Ficarro, 9,297 units; and Mr. Rispoli, 0 units. Thesenon-exchangeable Newmark Holdings NPSUs were issued in connection with the separation and distribution agreement.

At December 31, 2017,2020, Mr. Lutnick held 3,320,5404,727,152 of suchnon-exchangeable, non-preferred Newmark Holdings limited partnership units.units including PSUs, PSU-Hs and NPSUs. Based on the closing price of the Newmark’sNewmark Class A common stock of $15.90$7.29 on December 29, 2017,31, 2020 and the exchange ratio of 0.9365 as of December 31, 2020, the aggregate fair value of the shares and cash underlying such grants would have been $52,939,686.$32,272,668.

As of December 31, 2017,2020, Mr. Lutnick held 482,4801,564,604 non-exchangeable Newmark Holdings PPSUs.PPSUs, PPSU-Hs and PNPSUs. Based upon the applicable determination price of each grant of the foregoing Newmark Holdings PPSUs,units, the cash value underlying such exchange rights would have been $4,899,734.$19,523,790.

With regard to the above Newmark Holdings PSU-Hs, Mr. Lutnick has the right from Newmark to exchange 552,483 non-exchangeable Newmark Holdings PSU-Hs into 515,577 non-exchangeable Newmark Holdings HDU partnership units (which, based on the closing price of the Newmark Class A common stock of $13.61 per share on the grant date and the exchange ratio of 0.9332 as of December 19, 2019, had a value of $7,017,000, and exchange for cash 602,463 Newmark non-exchangeable PPSU-Hs (which had an average determination price of $13.2506 per unit), for a payment of $7,983,000 for taxes when such PSU-Hs are exchanged into HDUs.

As of December 31, 2017,2020, Mr. Lutnick did not hold any shares of our restricted stock.

In each case, the units exclude any units subject to redemption for zero or for cash in accordance with applicable agreements. See “—Change in Control Agreements” below..