23975 Park Sorrento, Suite 400

Calabasas, California 91302

(818) 212-2250

March 19, 202117, 2023

Dear Stockholder:

We are pleased to invite you to attend the 20212023 Annual Meeting of Stockholders of Marcus & Millichap, Inc., which will be held virtually.virtually on May 2, 2023.

We are furnishing our proxy materials to stockholders primarily over the Internet. This process expedites stockholders’ receipt of proxy materials, while significantly lowering the costs of our annual meeting and conserving natural resources. On March 19, 2021,17, 2023, we mailed to our stockholders, a notice containing instructions on how to access our Proxy Statement and 20202022 Annual Report to Stockholders and to vote online. The notice also included instructions on how you can receive a paper copy of your annual meeting materials. If you received your annual meeting materials by mail, the Proxy Statement, 20202022 Annual Report to Stockholders, and proxy card were enclosed.

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

Details regarding the annual meeting and the business to be conducted are more fully described in the accompanying Notice of 20212023 Annual Meeting of Stockholders and Proxy Statement.

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

Sincerely yours,

Hessam Nadji

President and Chief Executive Officer

23975 Park Sorrento, Suite 400

Calabasas, California 91302

(818) 212-2250

NOTICE OF 20212023 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

https://web.lumiagm.com/204691330 (password: Mm2021)Mm2023)

The 20212023 Annual Meeting of Stockholders (the “Annual Meeting”) of Marcus & Millichap, Inc. (the “Company”) will be held as a virtual-only meeting on Tuesday, May 4, 20212, 2023 at 2:00 p.m. Pacific Time., in response to current public health guidance regarding the COVID-19 pandemic and for the safety of participants. We expect to return to in-person annual meetings, when it becomes safe to do so.

The platform for the virtual Annual Meeting includes functionality that affords validated stockholders substantially the same meeting participation rights and opportunities they would have at an in-person meeting. Instructions to access and log into the virtual Annual Meeting are provided below, and once admitted, stockholders may view reference materials, submit questions and vote their shares by following the instructions that will be available on the Annual Meeting website.

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

You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on March 8, 2021,7, 2023, the record date, or hold a legal proxy for the Annual Meeting provided by your bank, broker, or other nominee.

Access and Log-in Instructions for Virtual Annual Meeting

To be admitted to the Annual Meeting, go to https://web.lumiagm.com/204691330 and enter the 11-digit control number included in the proxy materials that were previously distributed to you and the password “Mm2021”“Mm2023”. Online access to the Annual Meeting will open at 1:00 p.m. Pacific Time to allow time for you to log-in prior to the start of the live audio webcast of the Annual Meeting at 2:00 p.m. Pacific Time.

If you are unable to locate your proxy materials containing your 11-digit control number and cannot log-in as a validated stockholder, you may opt to participate in the Annual Meeting as a “guest,” in which case you will be able to hear the audio webcast but will not be able to utilize the question, voting, or other functions noted above.

How Beneficial Owners May Participate in the Virtual Annual Meeting

If your shares are registered in the name of your bank, broker, or other nominee, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner, to vote or ask questions at the virtual Annual Meeting, you must first obtain a valid legal proxy from your bank, broker, or other nominee and then register in advance to attend the Annual Meeting. Follow the instructions from your bank, broker, or other nominee included with the proxy materials that you are provided, or contact your bank, broker, or other nominee to request a legal proxy form.

After obtaining a valid legal proxy from your bank, broker, or other nominee, to register to vote or ask questions at the virtual Annual Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to American Stock Transfer & Trust Company, LLC. Requests for registration should be directed to proxy@astfinancial.com or to facsimile number 718-765-8730. Written requests can be mailed to:

American Stock Transfer & Trust Company LLC

Attn: Proxy Tabulation Department

6201 15th Avenue

Brooklyn, NY 11219

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 20, 2021.18, 2023. You will receive a confirmation of your registration by email after we receive your registration materials.

Voting Methods

BEFORE the Annual Meeting:

Vote by Internet: Go to www.voteproxy.com until 11:59 p.m. Eastern Time on May 3, 2021.1, 2023.

Vote by Phone: Call toll-free 1-800-PROXIES(1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries until 11:59 p.m. Eastern Time on May 3, 2021.1, 2023.

Vote by Mail: Complete, sign, and date the proxy card/voting instruction card and return it in the postage-paid envelope that is enclosed with your proxy materials.

DURING the Annual Meeting:

Vote by Internet: Go to https://web.lumiagm.com/204691330 and vote during the Annual Meeting by entering the 11-digit control number included in your proxy materials and the password “Mm2021”“Mm2023” and following the instructions on the Annual Meeting website.

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

List of Stockholders

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

By Order of the Board of Directors,

Hessam Nadji

President and Chief Executive Officer

Calabasas, California

March 19, 202117, 2023

INTERNET AVAILABILITY OF PROXY MATERIALS

We are furnishing proxy materials to our stockholders primarily via the Internet. On March 19, 2021,17, 2023, we mailed most of our stockholders as of the record date, a Notice Regarding the Availability of Proxy Materials (“Notice of Internet Availability”) containing instructions on how to access and review all the important information contained in our proxy materials, including our Proxy Statement and our 20202022 Annual Report to Stockholders. The Notice of Internet Availability also instructs you on how to vote via the Internet. Other stockholders, in accordance with their prior requests, have been mailed paper copies of our proxy materials, and a proxy card or voting form.

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

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to be Held on May 4, 2021:2, 2023:

The Notice of the 20212023 Annual Meeting, the Proxy Statement, and

the 20202022 Annual Report to Stockholders are available at http://www.astproxyportal.com/ast/18576.

QUESTIONS

Marcus & Millichap, Inc.

23975 Park Sorrento, Suite 400

Calabasas, California 91302

(818) 212-2250

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PROPOSAL 1: ELECTION OF DIRECTORS

Our Board; Selection of Nominees

Our Board is divided into three classes serving staggered three-year terms. At the Annual Meeting, you and the other stockholders will elect two individuals to serve as directors for a three-year term that ends at the 20242026 Annual Meeting of Stockholders.

Our Nominating and Corporate Governance Committee is charged with identifying, evaluating, and recommending director nominees to the full Board. There are no minimum qualifications for director.directors. The Nominating and Corporate Governance Committee generally seeks individuals with broad experience at the policy-making level in business or with particular industry expertise. While we do not have a formal diversity policy for Board membership, we look for potential candidates that help ensure that the Board has the benefit of a wide range of attributes, and we understand the benefits of seeking qualified candidates reflecting the diversity in our community to include in the pool from which we select new Board members. We also look for financial oversight experience, financial community experience, and a good reputation with the financial community; business management experience; business contacts, business knowledge, and influence that may be useful to our business; and knowledge about our industry. We believe that all of our directors should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. We believe our directors should not serve on an excessive number of boards of other public companies to permit them, given their individual circumstances, to perform and carry out all director duties in a responsible manner. Each director must also represent the interests of all stockholders.

William A. Millichap, our Co-Chair, passed away in June 2020. Mr. Millichap was instrumental in the formation and growth of the Company and his presence as an advisor and mentor will be missed. The Company has not yet added a new member to the Board, and currently expects to do so in 2021.

When seeking new director candidates, the Nominating and Corporate Governance Committee will consider potential candidates for directors submitted by Board members, members of our management, and our stockholders,stockholders. The Nominating and theCorporate Governance Committee does not evaluate candidates differently based upon the source of the nominee. Lauralee E. Martin was recommended as a director candidate by our other Co-Chair, George M. Marcus, and Chief Executive Officer, Hessam Nadji.

The two nominees, Lauralee E. MartinHessam Nadji and Nicholas F. McClanahan,Norma J. Lawrence, are currently members of the Board whose terms will expire at the Annual Meeting.

The individuals named as proxyholders will vote your shares for the election of these two nominees unless you direct them to withhold your vote. If any nominee becomes unable to serve as a director before the Annual Meeting (or decides not to serve), the individuals named as proxyholders may vote for a substitute.substitute nominee.

Set forth below are the names and ages of these nominees and the other continuing directors, the years they became directors, their principal occupations or employment for at least the past five years, and the names of other public companies for which they serve as a director or have served as a director during the past five years. Also set forth below are the specific experiences, qualifications, or skills that led our Nominating and Corporate Governance Committee to conclude that each person should serve as a director. Unless the context requires otherwise, the words “Marcus & Millichap” “we,” the “Company,” “us,” and “our” refer to Marcus & Millichap, Inc. since June 2013 and Marcus & Millichap Real Estate Investment Services, Inc. before June 2013.

Nominees for Election for a Three-Year Term Ending with the 2026 Annual Meeting of Stockholders

Norma J. Lawrence, 68, became a director in October 2013. Ms. Lawrence served as a partner in the audit department of KPMG LLP where she specialized in real estate. Ms. Lawrence was with KPMG from 1979 through 2012 and she was a member of the National Association of Real Estate Investment Trusts, the Pension Real Estate Association, the National Council of Real Estate Investment Fiduciaries, the California Society of Certified Public Accountants, and the American Institute of Certified Public Accountants, and is currently a member of WomanCorporateDirectors. Ms. Lawrence currently serves on the board of Broadmark Realty Capital Inc. Ms. Lawrence received a B.A. in mathematics and an M.B.A. in finance and accounting from the University of California, Los Angeles. Ms. Lawrence possesses particular knowledge and expertise in accounting and financial matters in the real estate industry.

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Hessam Nadji, 57, has served as President and Chief Executive Officer and as a director of the Company since March 2016. Mr. Nadji previously served as senior executive vice president and chief strategy officer. He joined the Company as vice president of research in 1996 and held various other senior management roles through the years, including chief marketing officer and head of the Company’s specialty brokerage divisions. Mr. Nadji received a B.S. in information management and computer science from City University in Seattle. He has extensive knowledge of the Company and over 35 years of experience working in the real estate industry.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE ABOVE NOMINEES.

Directors Continuing in Office until the 2024 Annual Meeting of Stockholders

Collete English Dixon, 65, became a director in November 2021. Since June 2017, Ms. English Dixon has served as executive director of the Marshall Bennett Institute of Real Estate, Roosevelt University in Chicago. Ms. English Dixon also currently serves as a managing principal of Libra Investment Group, LLC, a real estate consulting group, a position which she has held since September 2016. She previously held various key officer and management roles at PGIM Real Estate/Prudential Real Estate Investors (“PREI”), which is a business unit of Prudential Financial. In her role as executive director, vice president of transactions and as co-leader of PREI’s national investment dispositions program, she managed a number of real estate professionals and oversaw the sale of investment properties throughout the United States. Prior to her role in dispositions, Ms. English Dixon was responsible for sourcing wholly owned and joint venture real estate investment opportunities covering all property types, including office, rental and for-sale multi-family, hotel, industrial and retail properties. Her experience also includes property development and asset management. Ms. English Dixon received a B.B.A. in finance and international business economics from the University of Notre Dame and an M.B.A. from Mercer University. Ms. English Dixon has extensive experience with the commercial real estate services industry and in evaluating acquisition opportunities as well as significant experience serving on the boards of several private companies.

Lauralee E. Martin, 70,72, became a director in August 2019. Ms. Martin served as chief executive officer and president of Healthpeak Properties, Inc. (formerly HCP, Inc.), a real estate investment trust focusing on

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Group from 2003 to 2005. Mr. McClanahan received a B.B.A. in finance from Florida Atlantic University and is a graduate of the Securities Industry Institute executive education program at The Wharton School at the University of Pennsylvania. Mr. McClanahan possesses particular knowledge and experience in finance, capital structure, strategic planning, management, and investment.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE ABOVE NOMINEES.

Directors Continuing in Office until the 20222025 Annual Meeting of Stockholders

George M. Marcus, 79,81, is our founder and has served as our chair of the Board since 1971. Mr. Marcus is also the founder and chair of Marcus & Millichap Company, the parent company of a diversified group of real estate service investment and development firms, including, SummerHill Housing Group, Pacific Urban Residential,Investors and Meridian Property Company, and Hanover Real Estate Investors.Company. Mr. Marcus is also the founder and chair of the board of Essex Property Trust, a public multifamily real estate investment trust, and was one of the original directors of Plaza Commerce Bank and Greater Bay Bancorp, both of which were formerly publicly-heldpublicly held financial institutions. He has extensive knowledge of the Company, over 40 years of experience working in the real estate industry, and significant experience serving on boards of other public companies. Mr. Marcus’ professional memberships include Real Estate Roundtable, Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley, and Urban Land Institute, as well as numerous other professional and community organizations. Mr. Marcus graduated with a B.S. degree in Economics from San Francisco State University in 1965, was honored as Alumnus of the Millennium in 1999, and received his honorary doctorate in 2011. In June 2019, Mr. Marcus received an honorary doctorate from the American College of Greece. He is also a graduate of Harvard Business School’s Owner/President Management Program and Georgetown University’s Leadership Program. He has extensive knowledge of the Company, over 45 years of experience working in the real estate industry, and significant experience serving on boards of other public companies.

George T. Shaheen, 76,78, became a director in October 2013. Mr. Shaheen currently serves as a director of NetApp, Inc., [24]7.ai, and Green Dot Corporation, along with its wholly owned subsidiary, Green Dot Bank, and Korn/Ferry International,Bank. Mr. Shaheen currently serves as an advisor to Andersen Global, an international executive searchtax and consultinglegal advisory firm. Mr. Shaheen was the chief executive officer of Siebel Systems, Inc., a CRM software company, from April 2005 until the sale of the

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CORPORATE GOVERNANCE

The Board is committed to governance practices that promote long-term stockholder value and strengthen Board and management accountability to our stockholders, clients and other stakeholders. The following table highlights many of our key governance practices.

Board Responsibilities and Structure

Our Board oversees, counsels, and directs management in the long-term interests of the Company and our stockholders. Among other things, the Board’s responsibilities include:

The Board and its committees meet throughout the year on a set schedule, hold special meetings, and act by written consent from time to time as appropriate. The Board held five meetings in 2020.2022.

The Board is divided into three classes. The Class II directors are Lauralee E. Martin and Nicholas F. McClanahan, who are nominated to be elected at the Annual Meeting. If elected, the terms of the Class II directors will expire at the 2024 Annual Meeting of Stockholders. The Class I directors are Norma J. Lawrence and Hessam Nadji, who are nominated to be elected at the Annual Meeting. The Class II directors are Collete English Dixon, Lauralee E. Martin, and Nicholas F. McClanahan, whose terms will expire at the 20232024 Annual Meeting of Stockholders. The Class III directors are George M. Marcus, George T. Shaheen, and Don C. Watters, and George T. Shaheen, whose terms will expire at the 20222025 Annual Meeting of Stockholders.

Our Bylaws do not dictate a particular Board structure, and the Board is free to determine whether or not to have a Chair of the Board and, if so, to select that Chair and our Chief Executive Officer in the manner it considers in our best interest. Currently, the Board has selected George M. Marcus to hold the position of Chair of the Board. Mr. Marcus’ experience at the Company has afforded him intimate knowledge of the issues, challenges, and opportunities facing the Company’s business. Accordingly, he is well positionedwell-positioned to focus the Board’s attention on the most pressing issues facing the Company. The Board has appointed Don C. Watters as

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independent directors and serves as a liaison between the independent directors and the Chair of the Board. The Board believes its administration of its risk oversight function has not affected the Board’s leadership structure.

The duties of the Chair of the Board, Lead Independent Director, and Chief Executive Officer are set forth in more detail in the table below:

Director Independence

The Board is currently composed of seveneight directors. Under the rules of the New York Stock Exchange (the “NYSE”), independent directors must comprise a majority of a listed company’s board of directors.

The Board has undertaken a review of its composition, the composition of its committees, and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, the Board has determined that Collete English Dixon, Norma J. Lawrence, Lauralee E. Martin, Nicholas F. McClanahan, William A. Millichap, George T. Shaheen, and Don C. Watters, representing six of our eight directors who served during 2020,2022, do or did not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is or was “independent,” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE. In making this determination, the Board considered the current and prior relationships that each non-employee director has or had with our Company and all other facts and circumstances the Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Transactions Considered in Independence Determinations

In making its independence determinations, the Board considered any transactions that occurred since the beginning of 20202022 between the Company and entities associated with the independent directors or members of their immediate family. All identified transactions are described below in “Certain Relationships and Related Party Transactions.”

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Mr. Marcus, is or was independent, the Board considered the transactions in the context of the NYSE objective standards, the special standards established by the SEC for members of audit committees, and the SEC and NYSE standards for compensation committee members. Based on the foregoing, as required by the NYSE rules, the Board made a subjective determination that no relationships exist that, in the opinion of the Board, would impair these directors’ independence.

Board Committees and Charters

The Board delegates various responsibilities and authority to different Board committees. Committees regularly report on their activities and actions to the full Board. The Board currently has, and appoints the members of, a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Executive Committee. Each of the Board committees has a written charter approved by the Board, and we post the charters on our web sitewebsite at http:https://www.marcusmillichap.comir.marcusmillichap.com/.corporate-governance/governance-documents. Each committee can engage outside experts, advisors, and counsel to assist the committee in its work. The following table identifies the current committee members.

Audit Committee. Our Audit Committee currently consists of Norma J. Lawrence (Chair), Lauralee E. Martin, George T. Shaheen, and Don C. Watters. The Board has affirmatively determined that each of these directors meets the definition of “independent director” for purposes of the NYSE rules and the independence requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has also determined that Norma J. Lawrence and Lauralee E. Martin, each qualify as an “audit committee financial expert” under the applicable SEC rules and regulations and that they are “financially literate” as that term is defined by the NYSE corporate governance requirements. Our Audit Committee is responsible for:

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oversight role in part through the Board committee structure, with the Audit, Compensation, and Nominating and Corporate Governance Committees being responsible for monitoring and reporting on the material risks associated with their respective subject matter areas.

The Board’s role in our risk oversight process will include receiving regular reports from members of senior management, as well as external advisors, on areas of material risk to us, including operational, economic, financial, legal, regulatory, cybersecurity, and competitive risks. The full Board (or the appropriate committee in the case of risks that are reviewed by a particular committee) will receive these reports from those responsible for

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legal requirements, including those that address bribery and corruption. This also includes implementing policies, practices, and trainings that convey our expectations and values and meet stakeholder needs.

As part of this effort, we adopted Corporate Governance Guidelines and a Code of Ethics that apply to all of our employees, officers, and directors, including those officers responsible for financial reporting. These standards are designed to deter wrongdoing and to promote honest and ethical conduct.Ethics. The Corporate Governance Guidelines and Code of Ethics does not attempt to identify every possible category of ethical and legal behavior, but instead sets forth our clear expectations for ethical and honest behavior. We are availablecommitted to legal compliance, fair dealing, and addressing internal and external ethical concerns, which we do in part through our Ethics Hotline, which allows for anonymous reporting and direct communication with the Company’s Compliance Officer. Our expectations for ethics are further embedded into our practices through cross-discipline education and trainings, which are provided at our websitethe individual, office, and company-wide levels.

Our Code of Ethics can be found at http:https://www.marcusmillichap.com/.ir.marcusmillichap.com/corporate-governance/governance-documents. Any amendments to the Corporate Governance Guidelines and Code of Ethics, or any waivers of their requirements required to be disclosed pursuant to SEC or NYSE requirements, will be disclosed on the website.

Human Capital

We consider our relationship with our employees and independent contractors to be good, and we endeavor to offer reasonable and equitable opportunities to create a workplace that is welcoming, diverse, inclusive, equitable, safe, engaged, and respectful of all people. We take recruiting, development, training, and the retention of talent very seriously to help drive long-term value. Key highlights for 2022 included the following:

For more information about our human capital efforts, please refer to the section entitled “Human Capital” in our Annual Report on Form 10-K for 2022.

Environmental and Sustainability Policy

Marcus & Millichap recognizesWe recognize that it is our shared responsibility to protect the environment. We understand thatoperating our business of commercial real estate brokerage and commercial loan origination may havein an adverse impact onenvironmentally sustainable manner is important to our planet. Although we do not own real estate, we believe that even as tenants and brokers, there are certain actions we can take to promote the efficient use of resources. In 2019, we adopted an environmental and sustainability policy, which describes the steps thatsuccess. For this reason, we are taking to:

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Supportpartnered with e-waste recycling vendors to recycle our clientsphysical technology equipment or dispose of it in an environmentally sound manner.

We are committed to leasing office space in LEED Certified, Energy Star Rated, and BOMA Best Gold buildings where appropriate and are working with our current landlords to make environmentally sustainable improvements. Thirty-two of our current offices are located in such buildings and we expect this number to increase as they address their ownleases expire and new space is acquired. Additionally, we facilitate remote work where appropriate and have invested in best-of-class tools to allow our team to work at the highest levels outside the office, thereby reducing the carbon footprint associated with unnecessary office energy consumption and a regular commute. We also request data regarding our energy consumption and our utilization of other natural resources from each of our landlords.

We plan to regularly evaluate our environmental concernssustainability policies and initiatives;practices to identify potential opportunities for further improvements and

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 20212023

Ernst & Young LLP has served as our independent registered public accounting firm since 2013. The Audit Committee has once again selected Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021.2023. As a matter of good corporate governance, the Audit Committee is submitting its appointment to our stockholders for ratification. If the appointment of Ernst & Young LLP is not ratified by thea majority of the shares of our common stock present or represented at the Annual Meeting and entitled to vote on the proposal, the Audit Committee will review its future appointment of an independent registered public accounting firm in light of that vote result.

The Audit Committee pre-approves and reviews audit and non-audit services performed by our independent registered public accounting firm, as well as the fees charged for such services. In its pre-approval and review of non-audit service fees, the Audit Committee considers, among other factors, the possible effect of the performance of such services on the auditor’s independence. For additional information concerning the Audit Committee and its activities with the independent registered public accounting firm, see “Corporate Governance” and “Audit Committee Report” in this Proxy Statement.

We expect that a representative of Ernst & Young LLP will attend the Annual Meeting, and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from stockholders.

Fees Billed by Independent Registered Public Accounting Firm

The following table shows the fees and related expenses for audit and other services provided by Ernst & Young LLP in 20192021 and 2020.2022. The services described in the following fee table were approved in conformity with the Audit Committee’s pre-approval process.

Audit Fees. This category includes fees for (i) the audit of our annual consolidated financial statements, (ii) reviews of our quarterly condensed consolidated financial statements, and (iii) services that are normally provided by our independent auditors in connection with statutory and regulatory filings or engagements.

Audit-Related Fees. This category includes fees for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include, but are not limited to, consultations concerning financial accounting and reporting standards, and audits in connection with acquisitions.

Tax Fees. This category includes fees for professional services for tax compliance, tax advice, and tax planning. These services include assistance regarding federal, state, and international tax compliance, assistance with tax reporting requirements and audit compliance, tax planning, consulting, and assistance on business restructuring.

All Other Fees. This category includes fees for products and services other than the services reported above. These services included cyber security consultation and impact analysis and environmental social governance framework development and materiality assessment.

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The Audit Committee determined that Ernst & Young LLP’s provision of these services, and the fees that we paid for these services, are compatible with maintaining the independence of the independent registered public accounting firm. The Audit Committee pre-approved all services that Ernst & Young LLP provided for 20192021 and 20202022 in accordance with the pre-approval policy discussed above.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021.2023.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board consists of the four directors whose names appear below. The Audit Committee is composed exclusively of directors, who are independent under the NYSE listing standards and the SEC rules.

The Audit Committee’s general role is to assist the Board in monitoring the Company’s financial reporting process and related matters. Its specific responsibilities are set forth in its charter.

The Audit Committee has reviewed the Company’s audited financial statements for the year ended December 31, 20202022 and met with management, as well as with representatives of Ernst & Young LLP, the Company’s independent registered public accounting firm, to discuss the financial statements. The Audit Committee also discussed with members of Ernst & Young LLP, the matters required to be discussed by the applicable Public Company Accounting Oversight Board and SEC requirements.

In addition, the Audit Committee received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with members of Ernst & Young LLP, its independence.

Based on these discussions, the financial statement review, and other matters it deemed relevant, the Audit Committee recommended to the Board that the Company’s audited financial statements for the year ended December 31, 20202022 be included in the Company’s Annual Report on Form 10-K for 2020.2022.

Norma J. Lawrence (Chair)

Lauralee E. Martin

George T. Shaheen

Don C. Watters

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PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders have the opportunityare being asked to cast an advisory vote to approve the compensation of our named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables (a “say-on-pay” vote).

Our executive compensation program is designed to reward performance in a simple and effective way. We believe the compensation paid to our named executive officers for 20202022 appropriately reflects and rewards their contributions to our performance and is aligned with the long-term interests of our stockholders.

We encourage stockholders to read the Compensation Discussion and Analysis, beginning on page 1516 of this Proxy Statement, which describes the details of our executive compensation program and the decisions made by the Compensation Committee in 2020.2022.

Stockholders are being asked to approve the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the named executive officers, as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables), is hereby approved.”

As an advisory vote, this proposal is not binding on the Company, the Board, or the Compensation Committee. However, the Board and the Compensation Committee value the opinions expressed by stockholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions regarding named executive officers.

We currently conduct annual advisory votes on executive compensation, and we expect to conduct the next advisory vote on executive compensation at our 20222024 Annual Meeting of Stockholders.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE NON-BINDING RESOLUTION TO APPROVE EXECUTIVE COMPENSATIONCOMPENSATION.

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COMPENSATION DISCUSSION AND ANALYSIS

In this Compensation Discussion and Analysis, we discuss our compensation philosophy and executive compensation program, as well as describe and analyze theour compensation actions and decisions for our named executive officers for 2020 (each, an “NEO”). For the fiscal year ended December 31, 2020,2022 (each, an “NEO”). For 2022, our NEOs and their designated titles are as follows:

Mr. DeGennaro was appointed as the Company’s Executive Vice President and Chief Financial Officer (“CFO”), effective August 17, 2020. Mr. DeGennaro succeeded Mr. Louie as CFO, who was appointed to serve as the Company’s Senior Vice President and Director of Corporate Initiatives effective August 17, 2020.

20202022 Business Overview

2020 wasIn 2022, the industry and our business experienced a tumultuous year fordramatic shift in market conditions between the Company. The first quarter started strong, but progress was suddenly halted withhalf of 2022 and the onsetlatter part of the COVID-19 pandemicyear, largely stemming from the Federal Reserve’s financial tightening that increased interest rates and related economic shutdowndrove down real estate values. This market disruption caused escalation of deal cancellations, further widening of the bid/ask spread, and lack of investor urgency in March 2020. Althoughthe market in the fourth quarter of 2022 that negatively impacted our fourth quarter financial results. Despite this significant market disruption, we were successfulstill delivered record revenue of $1.3 billion, closed over 12,000 total transactions with an aggregate volume of approximately $86 billion, and outperformed the commercial real estate transactions market.

Our executive team displayed incredible leadership and work ethic to navigate the difficulties posed by market conditions in switchingthe latter part of the year and continued to fully remote operations, transaction volume significantly declinedadvance our platform in 2022. These advancements included new technology, such as a large percentage of buyers, sellers, and lenders moved toour client application called MyMMI, the sidelines, resulting in a reduction in sales volume and revenues. Expense reductions, which included reductions to the compensationlaunch of our executive team, helped us to meetauction division, and ongoing expansion of financing capabilities, especially in the agency lending arena. The ongoing elevation of our goal of preservingbrand was on pace once again with marquee client webcasts, industry-leading research content, and commanding presence in the Company’s strong balance sheet and financial position, while allowing us to continue to make investments in key tools and initiatives to support our sales force. In addition, we undertook multiple measures to support our investment sales and financing professionals’ ability to generate and execute business remotely. Such measures included technological solutions, intensified internal training and education,media as well as at industry conferences.

While we continue to navigate near-term challenges, we remain committed to sustaining our long-term mindset. This includes building competitive advantages, continuing to prioritize delivering best-in-class services for our clients, and strategically deploying capital to further strengthen our internal resources and enhancing growth opportunities externally in the coming years.

Below are certain of our key business results for 2022:

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Alignment of CEO Compensation and Company Performance

We gained momentumdesigned our 2022 executive compensation program to motivate and reward executive performance. Highlighting the alignment between Company performance and our executive pay, the following charts show the Company’s revenue, net income, and pre-tax net income for the past three years and Summary Compensation Table (“SCT”) total compensation for and Compensation Actually Paid (“CAP”), as calculated pursuant to Item 402(v) of Regulation S-K, to our Chief Executive Officer as compared to the Company’s total shareholder return (“TSR”) over the coursesame time period.

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While we believe that our 2022 executive compensation program was aligned with Company performance, in light of our overall 2022 performance, we have reduced the second half of 2020, thanks2023 target short-term cash incentive award opportunities for each NEO by 15% and have made corresponding reductions in part to intensified client out-reach and our team’s ability to resurrect athe number of transactions that had been canceled or postponed coupled with low interest rates, and improved investor confidence. Our time-tested problem-solving and opportunity-driven client services and wide network of buyer relationships enabled usequity awards to increase brokerage transactions by 42% from the second quarter to the third quarter of 2020 and achieve a record fourth quarter. For the year, the Company successfully preserved its strong balance sheet, added to its roster of investment sales professionals, completed four strategic acquisitions, implemented a number of technology enhancements, and with respect to brokered transactions, outpaced the market by a healthy margin. While our overall annual revenues and profit for 2020 were below 2019 levels and our internal targets, we are proud of our improvement throughout the year.

We continue to prioritize supporting our team’s efforts to increase client contact, providing expanded content and advisory services to investors and clients, and preserving our financial position. Notwithstanding the impact of the COVID-19 pandemic on the current business environment, given our significant liquidity, we expect the Company to be well-positioned to benefit from and contribute to the real estate transaction recovery when it emerges.certain NEOs.

Compensation Philosophy

Our executive compensation program is intended to achieve the following objectives:

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Compensation Policies and Practices

Our executive compensation program and corporate governance policies are designed to link pay with operational performance and increase in long-term stockholder value while striking a responsible balance between risk and reward. To accomplish these objectives, we have adopted the following policies and practices over time:

Process for Determining Executive Compensation

Role of Compensation Committee and Management

The Compensation Committee has responsibility for administering and approving annually all elements of compensation for the Company’s NEOs, with input from our management team and advice from the Compensation Committee’s independent consultant, FW Cook.

At the start of the year, with the assistance of FW Cook and our management team, the Compensation Committee approves target pay opportunities for each current executive officer, including base salary, target annual incentive opportunity, and long-term equity awards. Our CEO develops recommendations for target pay opportunities for executives other than himself, informed by competitive market dynamics, the responsibilities and capabilities of each executive officer, internal fairness, past performance, and future potential. The CEO does not provide recommendations to the Compensation Committee for his own compensation. Our corporate performance and our CEO’s individual performance is reviewed annually by the Chair of the Board, who then presents his recommendation regarding the CEO’s target pay opportunities to our Compensation Committee for discussion. The Compensation Committee then makes the final determination on the target pay opportunities for our CEO.

At the start of the year, the Compensation Committee also determines the design of the incentive program, including performance measures, weightings, and goals, to ensure these programs support the Company’s

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earned amounts, the Compensation Committee considers: (i) the CEO’s evaluation of each executive officer other than himself, (ii) the Compensation Committee’s qualitative evaluation of each executive officer’s overall and corporate performance, (iii) the Chair of the Board’s qualitative evaluation of our corporate performance and our CEO’s individual performance, and (iv) the objective assessment of each executive officer’s actual performance against pre-established goals and financial targets.

The Compensation Committee also approves compensation packages for new executive officers, which generally include an initial base salary, target annual incentive opportunity, and long-term equity award, and may include severance benefits. Such compensation packages are typically approved after consulting with FW Cook and our management team, including our CEO, and are informed by competitive market dynamics, the responsibilities associated with the position, and internal fairness.

Role of Consultants

The Compensation Committee has engaged FW Cook as its independent executive compensation advisor. FW Cook reports directly to the Compensation Committee and does no work for management that is not under the Compensation Committee’s purview. FW Cook provides independent advice to the Compensation Committee on the reasonableness of executive compensation levels in comparison with typical market practices, and on the appropriateness of the compensation program structure in supporting the Company’s business objectives. A representative of FW Cook attends meetings of the Compensation Committee, as requested, and communicates with the Compensation Committee Chair between meetings. The Compensation Committee assessed the independence of FW Cook pursuant to SEC rules and stock exchange listing standards and concluded that no conflicts of interest exist.

Role of Competitive Data

Because there are no publicly-tradednot many publicly traded commercial real estate services firms similar in size and complexitybusiness model to us, development of an appropriate “peer group” of companies against which to compare pay levels and practices proves challenging. However, in April 2022, the Compensation Committee, with the assistance of FW Cook, selected a peer group to help guide 2022 compensation decisions consisting of 13 business services companies, based on the following criteria:

Based on the above criteria, the Compensation Committee selected the following companies as our peer group for 2022.

The Compensation Committee regularly considersalso considered CBRE Group, Colliers International, Cushman & Wakefield, and Jones Lang LaSalle, which we consider to be our direct competitors for inclusion in the incentive program design practices of competitor real estate servicespeer group, but it was ultimately determined that these companies when determiningwere too large to include in the most appropriate design for our Company. However,peer group.

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The market data considered by the Compensation Committee does not benchmark individual executive payas part of the pay-setting process for 2022 generally reflected compensation levels to competitor real estate services companies because they are either much larger than us or they have significantly different organizational structures and business operations.practices for executives holding comparable positions at peer group companies.

Elements of 20202022 Compensation

This section describes the elements of our executive officers, including NEOs, for 2020NEOs’ 2022 compensation, which consist of the following:

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The table below sets forth our NEOs’ initial 20202022 base salary levels asand our NEOs’ base salary increases compared to 2019, as well as their2021 base salary levels following the reductions.levels.

Annual Cash Incentives

In 2020,2022, all of our executive officers other than Mr. DeGennaro, participated in the 20202022 Executive Short-Term Incentive Plan (the “Plan”). The Compensation Committee established certain financial and non-financial goals prior to the onset of the COVID-19 pandemic, in May 2022, which are discussed in more detail below. In addition, the Compensation Committee approved an additional performance goal of $71.8 million in pre-tax income for 2020, which, if achieved, would allow the Compensation Committee in its sole discretion to pay annual cash incentives in excess of each NEO’s target cash incentive amount up to $5 million, after considering all relevant factors.

Annual cash incentives are designed to reward annual accomplishments against pre-established financial and strategic goals. The Compensation Committee approved 20202022 target short-term cash incentive award opportunities in the amounts set forth below for achievement against the pre-established goals at target. Each of our NEOs received target annual incentive opportunity increases in May 2021. In increasing each NEO’s target annual incentive opportunity, the Compensation Committee considered each NEO’s individual performance and responsibilities, which werehad grown substantially in recent years and historical target amounts as well as a market data analysis of the same as 2019, except that Mr. Louie’s incentive target was reduced to $350,000, effective upon the appointment of Mr. DeGennaro as CFO and Mr. Louie assuming his new role, with his aggregate incentive target amount prorated based on the amount of time he served during 2020 in each position.Company’s peer group.

Financial and Individual Objectives for 2020. Annual incentives for 2020 were based on a combination of financial and individual strategic performance goals. For 2020, the MMI financial performance target was pre-tax net income of $119.4 million. Actual 2020 results were 50.3% of the pre-established target level due to the unanticipated impact of the COVID-19 pandemic on all aspects of our business. Actual annual incentive awards could range from 0 to 200% of each NEO’s target based on performance against the performance goals. In addition, the Compensation Committee retained the flexibility to adjust awards based on the Company and each NEO’s performance and any other factors as they deem appropriate.

Financial and Individual Objectives for 2022. Annual incentives for 2022 were based on a combination of financial and individual strategic performance goals.

The weightings between each performance componentcategory for each NEO waswere as follows:

For 2022, the MMI financial performance target was pre-tax net income of $203 million, which was considered to be an aggressive goal at the time the goal was approved, given the prior year’s results and internal projections. Pre-tax net income was chosen as the financial performance goal for the Company’s annual incentive

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