Proxy Statement (Form DEF 14A)
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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| ☐ |
Soliciting Material Pursuant to
§240.14a-12
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and 0-11
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Notice of 2025 Annual Meeting of Stockholders and Proxy Statement
A Different Kind of Brokerage
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23975
(818) 212-2250
Dear Stockholder:
We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of
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
At this year's annual meeting, the agenda includes the following items:
| Agenda Item |
Board Recommendation |
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1. Election of directors |
FOR | |
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2. Ratification of the appointment of |
FOR | |
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3. Advisory vote to approve executive compensation |
FOR | |
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4. Advisory vote on the frequency of the advisory vote to approve executive compensation |
ONE YEAR | |
Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2025 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
Sincerely yours,
President and Chief Executive Officer
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Notice of 2025 Annual Meeting of Stockholders
TO BE HELD ON
| Date and Time | Virtual Meeting | Record Date | ||
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Via the Internet https://web.lumiconnect.com/204691330 (password: Mm2025) |
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The 2025 Virtual Annual Meeting of Stockholders ("Annual Meeting") of
Agenda
At the Annual Meeting, stockholders will be asked to vote on the following proposals:
| PROPOSAL | BOARD VOTING RECOMMENDATION |
PAGE REFERENCE (FOR MORE DETAIL) |
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Management Proposals |
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Elect three Class III Directors nominated by our Board of Directors, each to serve for a three-year term |
FOR each nominated
Director |
7 | ||||||
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Ratify the appointment of independent registered public accounting firm for 2025 |
FOR | 30 | ||||||
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Advisory vote to approve executive compensation |
FOR | 33 | ||||||
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Advisory vote on the frequency of the advisory vote to approve executive compensation |
ONE YEAR | 34 | ||||||
Other Important Information
Stockholders will also transact such other business as may properly come before the annual meeting (including adjournments and postponements).
You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on
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It remains very important that your shares are represented and voted at the Annual Meeting. We therefore strongly encourage you to vote in advance of the Annual Meeting. See "Voting Methods" on the next page for instructions for various voting methods.
By Order of the Board of Directors,
President and Chief Executive Officer
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May1, 2025: The Notice of 2025 Annual Meeting of Stockholders, the Proxy Statement and the 2024 Annual Report to Stockholders are available at http://www.astproxyportal.com/ast/18576. |
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Voting Methods
| Before the Annual Meeting | During the Annual Meeting | |||||
| Vote by Internet | Vote by Phone | Vote by Mail | Vote by Internet | |||
| Go to www.voteproxy.com until |
Call toll-free 1 (888) 776-9962 in the 1 (201) 299-6210 fromforeign countries until |
Complete, sign, and date the proxy card/voting instruction card and retuit in the postage-paid envelope that is enclosed with your proxy materials. |
Go to 204691330 and vote during the Annual Meeting by entering the 11-digit controlnumber included in your proxy materials and the password "Mm2025" and following the instructions on the Annual Meeting website. |
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As noted above, we strongly encourage you to vote in advance of the Annual Meeting by using one of the methods set forth above under "Before the Annual Meeting", whether or not you plan to attend the Annual Meeting. You have the right to revoke your proxy before it is exercised at the Annual Meeting at any time before the polls close by submitting a later-dated proxy card/voting instruction card, by attending the Annual Meeting virtually and voting by Internet, by delivering instructions to our Corporate Secretary before the Annual Meeting, or by voting again using the Internet or by telephone before the cut-off time.Your latest Internet or telephone proxy is the one that will be counted. If you hold shares through a broker, bank, or other nominee, you may revoke any prior voting instructions by contacting that firm.
List of Stockholders
The names of stockholders of record entitled to vote will be available for inspection by stockholders of record for ten (10) days prior to the Annual Meeting and during the virtual Annual Meeting. If you are a stockholder of record and want to inspect the stockholder list, please send a written request to our Corporate Secretary at 23975 Park Sorrento, Suite 400,
Internet Availability of Proxy Materials
We are furnishing proxy materials to our stockholders primarily via the Internet. On
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.
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Letter from the CEO & Chair of the Board
To our Shareholders:
Although late-year market conditions benefited from a temporary drop in interest rates in the fall and more realistic pricing, 2024 was defined by prolonged interest rate volatility impacting real estate valuations, the marketing of property listings, and transaction closings. In this challenging environment, our team achieved a 14% increase in transaction volume to nearly
In recent years, we have maintained a proactive strategy driven by elevating investor outreach, further branding the firm as a leading source of market intelligence and transaction execution, and making targeted investments in talent, technology, and brokerage support. These initiatives position us favorably for the anticipated market recovery, ensuring that we capitalize on opportunities and strengthen our long-term competitiveness.
We remain committed to talent development, with a strong emphasis on broker training, retaining top performers, and strategic recruitment. Our technology investments are directly targeted at increasing efficiency and our sales force's productivity while constantly connecting investors with our industry-leading exclusive inventory.
Our commitment to disciplined capital allocation, aligned with the long-term interests of our shareholders, remains unwavering. We maintain a strong financial position with no debt, ending the year with
Industry Position
In 2024, we again solidified our leadership in investment sales while making significant progress in expanding our financing business. Our success reflects the dedication and expertise of our sales force, one of the largest in the industry. On the financing front, we strategically positioned our
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lending environment. The Company's participation in major industry conferences and the publication of proprietary research and leading media coverage have drawn a significant number of clients to our business. We take great pride in our research team, whose research and analysis significantly enhance client guidance at all stages of the sales process. As we have highlighted in the past, we are confident that the platform we are currently streamlining will allow us to capture additional business more efficiently as market conditions improve. Our forward-thinking approach and continuous investments in our capabilities ensure that we remain at the forefront of the industry.
Market Environment
In 2025, our team will continue to face the same challenges that have impacted real estate transaction volumes over the past couple of years. Chief among them are higher interest rates, interest rate volatility and inflation uncertainty related to potential policy changes. However, management is guiding the sales force to leverage many positive factors to increase share and expand client relationships. These include more realistic valuations, healthy real estate fundamentals, significant dry-powdercapital and the increasing need for more investors to sell assets.
Looking Forward
In 2025 and beyond, we remain committed to the strategy that has enabled MMI to succeed through
multiple market cycles for over 50 years. By driving operational excellence and refining our strategic capital allocation, we will continue to position ourselves to best serve our clients and shareholders. As we prepare for a sustained market recovery, we will focus on strengthening existing client relationships and building new ones, and ensuring we are well-positioned to capitalize on future opportunities and deliver long-term growth.
We thank our entire team for their hard work, our board of directors for their ongoing support, and our shareholders for their confidence in us over the past year. We look forward to our continued partnership.
Sincerely,
President, Chief Executive Officer
Chairman of the Board of Directors
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About
As of
We service clients by underwriting, marketing, selling, and financing commercial real estate properties in a manner that maximizes value for sellers, provides buyers with the largest and most diverse inventory of commercial properties, and secures the most competitive financing from lenders for borrowers.
We were founded in 1971 in the westeUnited States, and we continue to increase our presence throughout
Company Overview
At
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National Platform Focused on Real Estate |
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◾ Over 50 years of experience dedicated to perfecting real estate investment brokerage ◾ Designed to maximize real estate value, facilitate investment options by geography and property type, and create liquidity for investors |
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Market Leader in the Private Client Market Segment |
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◾ Only national brokerage firm predominantly focused on servicing the Private Client Market segment which consistently accounts for 80%+ of CRE transactions in the ◾ Private client business has been supplemented with penetration in larger transactions and institutional clients for over a decade |
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Platform Built for Maximizing Investor Value |
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◾ Marcus & Millichap Capital Corporation ("MMCC") and Research & Advisory support client dialogue, financing, strategy, and sales execution ◾ Culture and policy of information sharing is key to maximizing investor value |
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Management With Significant Investment Brokerage Experience |
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◾ Non-competitivemanagement with extensive investment brokerage experience, committed to training, coaching, and supporting investment sales professionals ◾ Culture creates a competitive advantage through agent retention and better client results |
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Well-Positioned to Execute on Strategic Growth Plan |
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◾ Positioned to increase Private Client Market segment share, expand presence in specialty niches/larger transaction business, and grow the MMCC division ◾ Strong balance sheet with no debt provides financial flexibility to pursue strategic acquisitions |
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PROPOSAL 1: Election of Directors
We are asking our stockholders to vote "FOR" three nominees to election as Class III Directors, each to serve on our Board of Directors (the "Board," and each member a "Director") for a three-year term until the 2028 Annual Meeting of Stockholders or until his successor is elected and qualified or, if earlier, the Director's death, resignation, or removal.
Nominees and Continuing Directors
The following table sets forth information regarding the nominees standing for election at the Annual Meeting and our continuing Directors.
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Nominee or Director Name |
Class | Election Year |
Age | Position(s) | Director Since |
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| Nominees: | ||||||||||||
| George |
III | 2025 | 83 |
Director, Founder, Chair of the Board |
1971 | |||||||
| George |
III | 2025 | 80 | Director | 2013 | |||||||
| Don |
III | 2025 | 82 |
Director, Lead Independent Director |
2013 | |||||||
| Continuing Directors: | ||||||||||||
| Norma |
I | 2026 | 70 | Director | 2013 | |||||||
| Hessam Nadji | I | 2026 | 59 | Director, President, Chief Executive Officer |
2016 | |||||||
| Collete English Dixon | II | 2027 | 67 | Director | 2021 | |||||||
| Lauralee E. Martin | II | 2027 | 74 | Director | 2019 | |||||||
| Nicholas |
II | 2027 | 80 | Director | 2013 |
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Recommendation of the Board Provided that there is a quorum at the Annual Meeting, Directors are elected by a plurality of the votes cast by the stockholders entitled to vote at such election. Accordingly, subject to our Director Resignation Policy described in the "Corporate Governance" section below, the three nominees receiving the highest number of affirmative votes will be elected. The individuals named as proxyholders will vote your shares for the election of these three nominees unless you direct them to withhold your vote. If any nominee is unable to serve or for good cause will not serve as a Director, the individuals named as proxyholders may vote for a substitute nominee. |
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH NOMINEE FOR DIRECTOR. |
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Election of Directors
Nominee Selection Process
The Board is responsible for nominating persons for election as Directors of the Company. Our Board has delegated responsibility for identifying and evaluating individuals as members of the Board to our
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1 Identify the |
Our When seeking new director candidates, the |
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2 Confirm Candidate |
Once a candidate has been identified, our ◾ Nominees should have a reputation for integrity, honesty, and adherence to high ethical standards; ◾ Nominees should have demonstrated business acumen, experience, and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company and should be willing and able to contribute positively to the decision-making process of the Company; ◾ Nominees should have a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board and its committees; ◾ Nominees should have the interest and ability to understand the sometimes-conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, governmental units, creditors, and the general public, and to act in the interests of all stockholders; and, ◾ Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee's ability to represent the interests of all the Company's stockholders and to fulfill the responsibilities of a director. While we do not have a formal diversity policy for Board membership, we look for potential candidates that help ensure that the Board has a wide range of perspectives and backgrounds, and we understand the benefits of seeking qualified candidates reflecting the diversity in our community to include in the pool from which we select new Board members. We also look for financial oversight experience, financial community experience, and a good reputation with the financial community; business management experience; business contacts, business knowledge, and influence that may be useful to our business; and knowledge about our industry. |
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Election of Directors
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3 Candidate |
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4 Committee |
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5 Stockholder Vote |
Stockholders vote on director nominees at the Annual Meeting of Stockholders. | |||||
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6 Implementation |
Since 2019, two new independent Directors have been added, both of whom will continue to serve as Directors after the Annual Meeting. We believe each of our Directors brings a diverse set of skills and perspectives that add significant value to our governance and oversight. | |||||
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Election of Directors
Attributes, Skills and Experience of our Nominees and Continuing Directors
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TENURE Average tenure of nine years as of the end of 2024. |
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0 to 5 Years |
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5 to 10 Years |
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> 10 Years |
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Election of Directors
Summary of Board Nominee Experience and Skills
In addition to the minimum qualifications that the Board believes are necessary for all of our Directors, the following chart highlights certain skills and experience that are relevant to our long-term strategy, and therefore relevant when considering candidates for election to our Board. The chart below reflects each Director's skillset. Further information on each Director's qualifications and relevant experience is provided in the individual biographies that follow the chart.
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Skills and Experiences |
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| Finance and Accounting | ||||||||||||||||
| M&A | ||||||||||||||||
| Other Public Company Board Service | ||||||||||||||||
| Real Estate Industry Experience | ||||||||||||||||
| Risk Management | ||||||||||||||||
| Senior Leadership / CEO | ||||||||||||||||
| Technology / Cybersecurity / Innovation | ||||||||||||||||
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Election of Directors
Background and Qualifications of Director Nominees and Continuing Directors
Set forth on the following pages are the names and ages of the Director nominees and the 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
Nominees for Election for a Three-Year Term Ending with the 2028 Annual Meeting of Stockholders
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George Founder, Chair Marcus & Millichap, Inc. Non-IndependentDirector |
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| Director Since | Age | Committees | ||
| 1971 | 83 | Executive (Chair) | ||
Director Qualifications
| ◾ |
Experience and Biography
| ◾ | Founder and chair of |
| ◾ | Founder and chair of the board of |
| ◾ | Professional memberships include Real Estate Roundtable, |
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George Advisor Andersen Global Independent Director |
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| Director Since | Age | Committees | ||
| 2013 | 80 |
Audit, Compensation, Nominating and Corporate Governance |
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Director Qualifications
| ◾ |
Experience and Biography
| ◾ | Currently serves as a director of [24]7.ai, and |
| ◾ | Currently serves as an advisor to |
| ◾ | Previously was the chief executive officer of |
| ◾ | From |
| ◾ | Previously was the chief executive officer and global managing partner of |
| ◾ | He has served as an IT Governor of the |
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Election of Directors
| ◾ |
| ◾ |
Nominees for Election for a Three-Year Term Ending with the 2028 Annual Meeting of Stockholders
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Don Director Emeritus McKinsey & Company Independent Director |
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| Director Since | Age | Committees: | ||
| 2013 | 82 | Compensation (Chair), Audit | ||
Director Qualifications
| ◾ |
Experience and Biography
| ◾ |
| ◾ | Served on the board of directors of |
| ◾ | Was on the advisory board of |
| ◾ |
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Election of Directors
Directors Continuing in Office until the 2026 Annual Meeting of Stockholders
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Norma Former Partner KPMG LLP Independent Director |
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| Director Since | Age | Committees | ||
| 2013 | 70 | Audit (Chair), Nominating and Corporate Governance | ||
Director Qualifications
| ◾ |
Experience and Biography
| ◾ |
| ◾ | Served as a partner in the audit department of |
| ◾ |
| ◾ |
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Hessam Nadji President and CEO Marcus & Millichap, Inc. Non-IndependentDirector |
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| Director Since | Age | Committees | ||
| 2016 | 59 | Executive | ||
Director Qualifications
| ◾ |
Experience and Biography
| ◾ | Previously served as senior executive vice president and chief strategy officer at |
| ◾ | 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. |
| ◾ |
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Election of Directors
Directors Continuing in Office until the 2027 Annual Meeting of Stockholders
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Collete English Dixon Executive Director, Independent Director |
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| Director Since | Age | Committees | ||
| 2021 | 67 | Nominating and Corporate Governance | ||
Director Qualifications
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Experience and Biography
| ◾ | Serves as executive director of the |
| ◾ | Currently serves as a managing principal of |
| ◾ | Previously held various key officer and management roles at |
| ◾ | In her role as executive director, vice president of transactions and as co-leaderof PREI's national investment dispositions program, she managed a number of real estate professionals and oversaw the sale of investment properties throughout |
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Lauralee E. Martin Former CEO and President, Healthpeak Properties, Inc. Independent Director |
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| Director Since | Age | Committees | ||
| 2019 | 74 | Audit, Executive | ||
Director Qualifications
| ◾ |
Experience and Biography
| ◾ |
| ◾ | Served as chief executive officer of the |
| ◾ | Executive vice president and chief financial officer of |
| ◾ | 15 years with |
| ◾ |
| ◾ |
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Election of Directors
Directors Continuing in Office until the 2027 Annual Meeting of Stockholders
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Nicholas Former Managing Director, Accretive Advisor Inc. Independent Director |
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| Director Since | Age | Committees: | ||
| 2013 | 80 | Nominating and Corporate Governance (Chair), Compensation | ||
Director Qualifications
| ◾ |
Experience and Biography
| ◾ | Served as managing director of strategic relationships at |
| ◾ | From |
| ◾ |
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Corporate Governance
Governance Highlights
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.
| ◾ | Six of our eight Directors are independent |
| ◾ | We have a Lead Independent Director |
| ◾ | Separate CEO and Board Chair positions |
| ◾ | Independent standing board committees |
| ◾ | Regular meetings of our independent Directors without management present |
| ◾ | Average Board tenure of nine years since initial public offering (as of the end of 2024) |
| ◾ | Annual Board and committee self-assessment process |
| ◾ | Strong focus on pay-for-performance |
| ◾ | Stock ownership guidelines for executive officers and Directors |
| ◾ | Policies prohibiting hedging, short selling, and pledging of our common stock |
| ◾ | Compensation recovery policy on executive compensation |
| ◾ | Review of cybersecurity, social issues, diversity, environmental sustainability, and public policy at the Board and Committee level |
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:
| ◾ | selecting the CEO and other executive officers; |
| ◾ | overseeing the risks that the Company faces; |
| ◾ | reviewing and approving our major financial objectives, strategic and operating plans, and other significant actions; |
| ◾ | overseeing the conduct of our business and the assessment of our business and other enterprise risks to evaluate whether the business is being properly managed; and |
| ◾ | overseeing the processes for maintaining our integrity regarding our financial statements and other public disclosures, and compliance with law and ethics. |
Board Classes
The Board is divided into three classes. Any Director appointed to fill a vacancy on the Board in a given year will stand for election at the Company's annual meeting of stockholders in respect of the class to which the Director is appointed.
The Class I Directors are
The Class II Directors are
The Class III Directors are
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Corporate Governance
Leadership of the Board
Our Amended and Restated Bylaws ("Bylaws") do not dictate a particular Board structure, and the Board is free to determine whether to have a Chair of the Board and, if so, to select that Chair and our CEO in the manner it considers in our best interest. Additionally, when the Chair of the Board also serves as the CEO, or is not otherwise an independent Director, the Board may designate an independent Director to act as a Lead Independent Director. Currently, the Company has a separate Chair of the Board, Lead Independent Director, and CEO.
| Chair of the Board | Lead Independent Director | Chief Executive Officer | ||
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The responsibilities of the Chair include, among other responsibilities: ◾ Presiding over meetings of the Board ◾ Presiding over meetings of stockholders ◾ Preparing the agenda for each Board meeting ◾ In conjunction with the Compensation Committee, evaluating the performance of the CEO and reviewing CEO compensation |
The responsibilities of the Lead Independent Director include, among other responsibilities: ◾ Consulting with the Chair as to an appropriate schedule of Board meetings and providing the Chair with input as to the preparation of meeting agendas ◾ Consulting with the Chair as to the quality, quantity, and timeliness of the flow of information from Company management to the Board ◾ Acting as principal liaison between the Chair and the independent Directors ◾ Coordinating and presiding over meetings of independent Directors at which the Chair is not present |
The responsibilities of the CEO include, among other responsibilities: ◾ Leading the affairs of the Company, subject to the overall direction and supervision of the Board and its committees ◾ Consulting and advising the Board and its committees on the business and affairs of the Company ◾ Performing such other duties as may be assigned by the Board |
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Currently, the Board has selected
The Board has appointed
The Board believes its administration of its risk oversight function has not affected the Board's leadership structure.
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Corporate Governance
Director Independence
The Board is currently composed of eight Directors, six of whom are independent.
Our Corporate Governance Guidelines provide that our Board must be comprised of a majority of Directors who are not current employees of the Company and otherwise meet appropriate independence standards. In determining independence, the Board considers the definition of "independence" or "independent director" in the listing standards of the
The Board has undertaken a review of its composition, the composition of its committees and, in coordination with the
Transactions Considered in Independence Determinations
In making its independence determinations, the Board considered any transactions that occurred since the beginning of 2024 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."
None of our Directors are disqualified from being "independent" under the NYSE objective standards, except for
Independent Directors
| 6 of 8 Directors are Independent |
Independent Committee Leadership
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Audit Committee Chair |
Independent |
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Compensation Committee Chair |
Independent |
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Nominating and Corporate Governance Committee Chair |
Independent | |||
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Corporate Governance
The Board of Directors and its Committees
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
Each of the Board committees has a written charter approved by the Board, and we post the charters on our website at https://ir. 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.
| Chair | Member |
| Board Members | Independent | Audit | Compensation | Nominating and Corporate Governance |
Executive | |||||
| Collete English Dixon | Yes | |||||||||
| Norma |
Yes | |||||||||
| George |
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| Lauralee E. Martin | Yes | |||||||||
| Nicholas |
Yes | |||||||||
| Hessam Nadji | ||||||||||
| George |
Yes | |||||||||
| Don |
Yes | |||||||||
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Number of Committee Meetings Held in 2024 |
4 | 5 | 4 | 1 | ||||||
Attendance at Board, Committee, and Annual Stockholders' Meetings
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 2024.
We expect each Director to attend every meeting of the Board and the committees on which he or she serves, and we encourage them to attend the annual meetings of the stockholders. None of our Directors attended fewer than 75% of the total number of meetings of the Board and committees on which he or she serves that were held during the time that he or she served on the Board or such committees during 2024. Everyone who served as a Director on the date of the 2024 Annual Meeting of Stockholders attended that meeting. We expect that all current directors will attend the upcoming Annual Meeting.
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2024 Average Board and Committee Meeting Attendance |
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100% |
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Corporate Governance
Audit Committee
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Current Members Norma J Lawrence (Chair) Independence The Board has affirmatively determined that each member of the Audit Committee 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 each of Meetings The Audit Committee held four meetings in 2024. Attendance |
Responsibilities Among other responsibilities, the Audit Committee is charged by the Board with the authority and responsibility to: ◾ review and approve the selection of our independent registered public accounting firm, and approving the audit and non-auditservices to be performed by our independent registered public accounting firm; ◾ monitor the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters; ◾ review the adequacy and effectiveness of our internal control policies and procedures; ◾ oversee our internal audit function; ◾ discuss the scope and results of the annual audit with the independent registered public accounting firm, and review with management and the independent registered public accounting firm, our interim and year-endoperating results; ◾ review, with management, cybersecurity and other risks relevant to the Company's computerized information system controls and security, and determine if any such risks and incidents should be disclosed in the Company's periodic filings with the ◾ review and evaluate our policies and practices and monitor our efforts in the area of ethics; ◾ oversee the principal risk exposures related to the financial statements and the Company's mitigation efforts in respect of such risks, including, but not limited to financial reporting risks and credit and liquidity risks and review and discuss regular reports from management on such matters; and ◾ preparing the Audit Committee Report that the |
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2024 Average Audit Committee Meeting Attendance |
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100% |
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Corporate Governance
Compensation Committee
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Current Members Independence 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 Exchange Act. Meetings The Compensation Committee held five meetings in 2024. Attendance |
Responsibilities Among other responsibilities, the Compensation Committee is charged by the Board with the authority and responsibility to: ◾ oversee our compensation policies, plans, and benefit programs; ◾ review and approve for our executive officers: annual base salary, annual cash incentives, including the specific goals and amount, equity compensation, employment agreements, severance arrangements, change in control arrangements, and any other benefits, compensation, or arrangements; ◾ administer our equity compensation plans; ◾ prepare the Compensation Committee Report that the ◾ oversee the development, implementation and effectiveness of our policies, strategies, programs, and practices relating to human capital management. |
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2024 Average Compensation Committee Meeting Attendance |
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100% |
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Corporate Governance
Nominating and Corporate Governance Committee
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Current Members Independence 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 Exchange Act. Meetings Attendance |
Responsibilities Among other responsibilities, the ◾ identify, evaluate, and recommend to the ◾ review with the Board on an annual basis, the independence, skills and characteristics of Board members, and the skills and characteristics of the Board as a whole, in determining whether to recommend incumbent Directors in the class subject to re-election; ◾ prepare and recommend to the Board corporate governance guidelines and policies; ◾ review and evaluate our policies and practices and monitoring our efforts and risk oversight in the areas of social issues, diversity, environmental sustainability, and public policy, and recommend changes for approval by the Board; and ◾ identify, evaluate, and recommend to the Board the chair and membership of each committee of the Board. |
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2024 Average Nominating and Corporate Governance Committee Meeting Attendance |
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100% |
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Corporate Governance
Executive Committee
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Current Members Independence The Board has affirmatively determined that Meetings The Executive Committee held one meeting in 2024. Attendance |
Responsibilities The Executive Committee is charged by the Board with the authority and responsibility to take any and all actions which may be taken by the Board, including acting upon recommendations of other Committees of the Board, and administering the Company's stock plans (including the granting of stock options and stock awards thereunder), except those actions reserved by law to the full Board or as limited by the Executive Committee Charter. |
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2024 Average Executive Committee Meeting Attendance |
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100% |
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Corporate Governance
Director Resignation Policy
A Director who changes the business or professional responsibility they held when they were elected to the Board, or whose personal circumstances have changed to the extent that it affects his or her ability to contribute to the Company's continued development, should consult with the Chair of the Board and the Chair of the
The Board believes that term or age limits are, on balance, not the best way to maximize the effectiveness of the Board. While term limits may introduce fresh perspectives and viewpoints to the Board, they may also have the countervailing effect of causing the loss of contributions from Directors who have developed deep insight into the Company through years of experience.
As an alternative to term limits the
Director Time Commitments
We believe that our Directors should be committed to enhancing stockholder value and should dedicate 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.
Board and Committee Evaluations
The Board conducts an annual self-evaluation of its performance.
Director Orientation and Continuing Education
In connection with the appointment of new members to the Board, management provides new Board members with Director orientation materials, including presentations from senior executives and Company policies. Each Director is expected to participate in continuing education programs to maintain the necessary level of expertise to perform his or her responsibilities.
CEO Evaluation and Succession Planning
The Compensation Committee conducts a review of the performance of the CEO at least annually. The Compensation Committee establishes the evaluation process and determines the specific criteria on which the performance of the CEO is evaluated. The results of the review and evaluation are communicated to the CEO by the Chair of the Board and the Chair of the Compensation Committee.
The CEO reviews succession planning and management development with the Board on an annual basis.
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Corporate Governance
The Board's Role in Risk Oversight
Our Company faces a number of risks, including operational, economic, financial, legal, regulatory, and competitive risks. Our management is responsible for the day-to-daymanagement of the risks we face. While our Board, as a whole, has the ultimate responsibility for the oversight of risk management, it administers its risk 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 | ||||
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The Board's role in our risk oversight process includes 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) receives these reports from those responsible for the relevant risk to better understand our risk exposures and the steps that management may take to monitor and control these exposures. When a committee receives the report, the chair of the relevant committee generally will provide a summary to the full Board at the next Board meeting, allowing the Board and its committees to coordinate the risk oversight role. |
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| Committee Responsibilities | ||||
| Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | ||
| The Audit Committee assists the Board in oversight and monitoring of principal risk exposures related to financial statements, legal, regulatory, cybersecurity, and other matters, as well as related mitigation efforts and receives regular reports on such matters from the Company's Chief Information Officer and Chief Compliance Officer. | The Compensation Committee assesses, at least annually, the risks associated with our compensation policies. |
This includes oversight of risks related to social issues, diversity, environmental sustainability, and public policy. |
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Corporate Governance
Cybersecurity and Risk Oversight
Cybersecurity is an important part of our risk management processes and an area of increasing focus for our Board and management.
The Role of the Board
The Audit Committee of our Board, which is comprised entirely of independent Directors, is responsible for the oversight of risks from cybersecurity threats and other risks relevant to the Company's information technology controls and security.
At least quarterly, the Audit Committee receives an overview from management of our cybersecurity threat risk management and strategy processes covering topics such as data security posture, results from third-party assessments, progress towards pre-determinedrisk-mitigation-related goals, our incident response plan, and material cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks. In such sessions, the Audit Committee generally receives materials indicating current and emerging material cybersecurity threat risks, and describing the company's ability to mitigate those risks, and discusses such matters with our Chief Information Officer.
Members of the Audit Committee are also encouraged to regularly engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.
Material cybersecurity threat risks are also considered during separate Board meeting discussions of important matters like risk management, operational budgeting, business continuity planning, mergers and acquisitions, brand management, and other relevant matters.
The Role of Management
Our cybersecurity risk management and strategy processes are led by our Chief Information Officer, who is ultimately responsible for our information security program. This includes identifying threats, detecting potential attacks, and protecting all of our information assets.
Our process for identifying and assessing material risks from cybersecurity threats operates alongside our broader overall risk assessment process, covering
all company risks. As part of this process, appropriate disclosure personnel collaborate with subject matter specialists, as necessary, to gather insights for identifying and assessing material cybersecurity threat risks, their severity, and potential mitigations.
Additionally, we maintain a cybersecurity-specific risk assessment process which helps identify our cybersecurity threat risks. This process also aims to provide for the availability of critical data and systems, maintain regulatory compliance, identify and manage our risks from cybersecurity threats, and protect against, detect, and respond to cybersecurity incidents. This includes periodic comparison of our processes to standards set by the
As part of our information security program, we maintain an incident response plan which coordinates the activities we take to prepare for, detect, respond to and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate, and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.
The firm's senior executive team, inclusive of the CEO, CFO, COO, CAO and Legal, are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan.
Our Cybersecurity Oversight Structure
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The Board |
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Audit Committee |
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Chief Information Officer |
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Cybersecurity Team |
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Corporate Governance
Stockholder Engagement
Our Board values the input of our stockholders, and we are committed to maintaining stockholder outreach programs that provide a constructive dialogue. Our engagement program is intended to provide stockholders with honest, candid information on relevant issues, including on our corporate strategy, Board oversight of key risk areas, and executive compensation. We also gather stockholder views and feedback, including on the engagement program itself.
In the chart below, we detail the features of our stockholder engagement program, which is ongoing.
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Before the Annual Meeting |
Annual Stockholder Meeting |
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◾ Discuss stockholder proposals (if any) ◾ Publish our Annual Report and Proxy Statement |
◾ Conduct engagements with stockholders (as necessary) ◾ Receive voting results for Board and stockholder proposals |
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After the Annual Meeting |
Off-Season Engagement |
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◾ Discuss voting results from the Annual Meeting ◾ Review corporate governance trends, recent regulatory developments, investor perspectives, and the Company's own corporate governance policies and practices ◾ Identify topics for discussions during off-seasonstockholder engagements |
◾ Conduct meetings between stockholders, our Directors (if appropriate and requested), and members of management ◾ Attend and participate in investor and corporate governance-related events, including earnings calls ◾ Evaluate corporate governance and other relevant matters based on stockholder feedback, proxy voting guidelines and comments to the Company |
Stockholder Engagement Outcomes
As part of our engagement program, we contacted 25 stockholders representing approximately 52% of total shares outstanding (approximately 83% excluding shares held by our Chair,
As part of our stockholder engagement efforts over the last year, we heard from our stockholders regarding our most recent advisory vote on executive compensation.
Stockholder engagement was an important consideration in key actions taken by the Company with respect to its executive compensation program, including the implementation of a performance-based equity award component to our long-term equity incentive plan for 2025. Please see Compensation Discussion and Analysis, beginning on page 36 of this Proxy Statement for more information.
Communications from Stockholders and Other Interested Parties to Directors
The Board recommends that stockholders and other interested parties initiate communications with the Board, any committee of the Board, or any individual director in writing to the attention of our Corporate Secretary at our principal executive office at 23975 Park Sorrento, Suite 400,
Corporate Governance Guidelines
We are committed to having sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness.
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Corporate Governance
Having such principles is essential to running our business efficiently and maintaining our integrity in the marketplace. A copy of our Corporate Governance Guidelines is available on our website at https://ir.marcusmillichap.com/corporate-governance/governance-documents.
Code of Ethics
We strive to conduct our business with the highest integrity and standards of ethics and governance that support our values. This includes promoting fair labor practices, upholding human rights, and compliance with 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 a Code of Ethics. The 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 committed 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 the individual, office, and company-wide levels.
Our Audit Committee is responsible for reviewing and evaluating our policies and practices and monitoring our efforts in the area of ethics.
Our Code of Ethics can be found at https://ir. marcusmillichap.com/corporate-governance/governance-documents. Any amendments to the Code of Ethics, or any waivers of their requirements required to be disclosed pursuant to
Human Capital Oversight
Our Compensation Committee is responsible for the development, implementation and effectiveness of our policies, strategies, programs, and practices relating to human capital management including but not limited to those regarding recruiting, talent development and retention, culture, human health and safety and total rewards.
Our
For more information about our human capital efforts, please refer to the section entitled "Human Capital" in our Annual Report on Form 10-Kfor 2024.
Sustainability
We recognize that operating our business in a sustainable manner is important to our success. For this reason, we are exploring ways to address the environmental impact of our business, reduce carbon emissions, increase energy efficiency, reduce waste, and limit our consumption of natural resources.
More information on our Commitment to Sustainability policy can be found at: https://ir.marcusmillichap.com/esg/a-commitment-to-sustainability.
Commitment to People and Community - Corporate Responsibility
More information on our Corporate Responsibility Policy can be found at:
https://ir.marcusmillichap.com/esg/corporate-social-responsibility.
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PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm for 2025
The Audit Committee's decision to re-appointour independent auditor was based on the following considerations:
| ◾ |
Quality and performance of the lead audit partner and the overall engagement team; |
| ◾ |
Knowledge of the Company's industries and operations; |
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Capabilities and technical expertise: |
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Auditor independence and objectivity; and |
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The potential impact of rotating to another independent audit firm. |
If the appointment of
We expect that a representative of
Audit Committee Pre-approvalPolicy
The Audit Committee pre-approvesand reviews audit and non-auditservices performed by our independent registered public accounting firm, as well as the fees charged for audit services. In its pre-approvaland review of non-auditservices, 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.
Fees Billed by Independent Registered Public Accounting Firm
The following table shows the fees and related expenses for audit and other services provided by
| 2024 | 2023 | |||||||
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Audit Fees |
$ | 1,380,502 | $ | 1,340,482 | ||||
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Audit-Related Fees |
- | - | ||||||
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Tax Fees |
60,436 | - | ||||||
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All Other Fees |
- | - | ||||||
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Total |
$ | 1,440,938 | $ | 1,340,482 | ||||
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.
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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."
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.
The Audit Committee determined that
Recommendation of the Board
THE BOARD RECOMMENDS THAT YOU VOTE "FOR"
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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
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
In addition, the Audit Committee received the written disclosures and the letter from
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
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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
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 2024 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 36 of this Proxy Statement, which describes the details of our executive compensation program and the decisions made by the Compensation Committee in 2024.
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
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 2026 Annual Meeting of Stockholders.
Recommendation of the Board
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE NON-BINDINGRESOLUTION TO APPROVE EXECUTIVE COMPENSATION.
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PROPOSAL 4: Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation
As described in Proposal No. 3 above, in accordance with the requirements of Section 14A of the Exchange Act and the related rules of the
The Board of Directors and the Compensation Committee believe that annual votes will allow the Compensation Committee, management, and our stockholders to continue to engage in a timely, open and meaningful dialogue regarding our executive compensation philosophy, policies and practices.
As an advisory vote, this proposal is not binding on the Company, the Board, or the Compensation Committee. However, the Compensation Committee and the Board value the opinions expressed by stockholders in their votes on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of conducting a say-on-payvote.
It is expected that the next vote on a say-on-payfrequency proposal will occur at the 2031 annual meeting of stockholders.
Stockholders may cast their advisory vote to conduct advisory votes on executive compensation every "1 Year," "2 Years," or "3 Years," or "Abstain."
Recommendation of the Board
THE BOARD RECOMMENDS THAT YOU VOTE TO HOLD SAY-ON-PAYVOTES EVERY 1 YEAR (AS OPPOSED TO 2 OR 3 YEARS).
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Compensation
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 our compensation actions and decisions for our named executive officers for the fiscal year ended
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2024 Business Overview
We remained resilient and continued to make progress toward our long-term goals despite significant market headwinds experienced across the
In this environment, our team delivered revenue of
In 2024, our management team adopted a range of strategic initiatives to minimize the impact of the market dislocation while still strengthening the MMI platform. We implemented cost control measures aimed at reducing the interim impact of lower revenue while continuing to invest in talent development essential to long-termgrowth. Focusing on our people, we continued to provide broker training, retention of top producers and the recruitment of experienced professionals and teams. We prioritized our ability to serve client needs by enhancing our marketing efforts, further integrating our auction teams into the sales process and leveraging technology. We further elevated our brand with relevant and topical client webcasts, industry-leading market research, and highly visible appearances in the national media as well as at industry conferences. These combined efforts helped contribute to over 7,836 closings and nearly
We remain committed to a comprehensive capital allocation strategy that aligns with the long-term interests of our stockholders. In 2024, we returned
While we continue to face near-term challenges due to higher interest rates, rate volatility and inflation uncertainty, we are committed to sustaining our long-term mindset. This includes building competitive advantages, optimizing operational efficiencies, continuing to prioritize delivery of best-in-class services for our clients, and strategically deploying capital to further strengthen our internal resources and external growth opportunities.
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Compensation
Alignment of CEO Compensation and Company Performance
We designed our 2024 executive compensation program to motivate and reward executive performance. The chart below analyzes CEO's target total direct compensation (which is the sum of base salary, target bonus, and target long-term incentive ("LTI") grant value) for 2024.
Compensation Philosophy
Our executive compensation program is intended to achieve the following objectives:
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Attract and incentivize talented individuals to lead and manage our business |
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Align our executive officers' compensation with our business objectives and the interests of our stockholders |
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Reward our executive officers fairly over time based on actual performance and retain those individuals who continue to meet our high expectations |
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Compensation
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:
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What We Do |
What We Don't Do |
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✓ Pay-for-performance philosophyand culture ✓ More than two-thirds of our current NEOs' total target direct compensation is performance-based and/or at risk ✓ Independent compensation committee ✓ Independent compensation consultant ✓ Compensation recovery policy for executive officers on cash and equity incentives ✓ Responsible use of shares under our long-term incentive program ✓ Robust stock ownership requirements ✓ Annual risk assessment of our compensation program ✓ Limited perquisites and personal benefits |
× Minimum guaranteed vesting for performance-based equity awards × Allow for pledging and hedging × Single trigger vesting of equity awards × Excessive severance or change in control benefits × Payout or settlement of dividends and dividend equivalents on unvested equity awards × Reprice, cash-out orexchange "underwater" stock options without stockholder approval × Tax gross-ups × Executive pension plans or supplemental retirement plans |
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2024 Say-on-PayAdvisory Vote - Stockholder Outreach
Every year, we provide our stockholders with the opportunity for an annual vote to approve the compensation of our NEOs on an advisory basis. At our 2024 Annual Meeting of Stockholders, approximately 71% of votes cast (for or against) by stockholders supported the advisory vote on executive compensation, which was a departure from the 2023 vote in which we received approximately 93% support of the votes cast. Following this vote, we conducted an extensive engagement campaign with our stockholders, which we describe in detail below.
We Contacted Stockholders Representing Approximately 52% of our Total Shares Outstanding
Stockholders We Contacted
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We reached out to 25 stockholders representing approximately 52% of our total shares outstanding (approximately 83% excluding the shares held by our Chair, |
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Stockholders representing approximately 20% of our total shares outstanding accepted our invitation to share feedback. |
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Compensation
Company Participants
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Our Chief Financial Officer and Chief Legal Officer participated in meetings with investors representing approximately 20% of our total shares outstanding. |
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Key Themes from Stockholder Engagement
While our stockholders were generally pleased with the design of our executive compensation program, they did express concewith the lack of performance-based equity grants in our long-term incentive compensation program. Certain stockholders also expressed concewith the one-time,off-cycle,equity award made in August of 2023.
The Compensation Committee is committed to implementing compensation programs that are aligned with the interests of our stockholders.
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What We Heard |
How We Responded |
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Topic |
Feedback |
Changes for FY25 and Beyond |
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| One-timeequity award | Shareholders expressed conceover the one-time,off-cycleequity grant made in |
◾We communicated with the concerned shareholders that the one-time,off-cycleaward had only occurred due to unique circumstances and there were no further one-time,off-cyclegrants planned now or in the future. | ||||
| Lack of Performance-based Equity Grants | Shareholders expressed conceover a lack of performance-based equity grants as part of the Company's long-term incentive program | ◾Beginning with our 2025 long-term incentive program, 50% of target grant value will be awarded in the form of performance share units that vest based on achievement of three-year financial goals, in addition to continued employment. See "Changes to 2025 Long-Term Incentive Program" on page 44. | ||||
Elements of 2024 Compensation
This section describes the elements of our NEOs' 2024 compensation, which consist of the following:
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Direct Compensation |
Indirect Compensation |
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◾ Base Salary |
◾ Employee Benefits |
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◾ Annual Cash Incentives |
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◾ Long-Term Equity Incentives |
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Compensation
In 2024, approximately 87% of our CEO's and about 77% on average of our other NEOs' target total direct compensation was "at-risk"and/or performance-based.
| (1) |
Reflects target amounts and not amounts actually earned. |
Base Salary
Base salary is a fixed component of our NEOs' compensation and does not vary with Company performance. Base salaries are set at levels intended to be competitive and commensurate with each executive officer's position, performance, skills, and experience to attract and retain the best talent. The Compensation Committee reviews base salaries for our executive officers annually and adjusts them, if needed, to reflect changes in market conditions or other factors, including business climate and changing responsibilities as our executive officers' positions evolve.
In
The table below sets forth our NEOs' 2024 base salary levels and our NEOs' base salary increases compared to 2023 base salary levels.
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NEO |
2024 Annual Base Salary |
2023 Annual Base Salary |
Percentage Increase |
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$ | 700,000 | $ | 700,000 | - | |||||
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$ | 400,000 | $ | 400,000 | - | |||||
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$ | 400,000 | $ | 400,000 | - | |||||
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$ | 400,000 | $ | 400,000 | - | |||||
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$ | 350,000 | $ | 350,000 | - | |||||
Annual Cash Incentives
In 2024, all our executive officers participated in the 2024 Executive Short-Term Incentive Plan (the "2024 Annual Incentive Plan"). The Compensation Committee established certain financial and non-financial goalsin
Annual cash incentives are designed to reward annual accomplishments against pre-established financialand strategic goals. In establishing target short-term cash incentive award opportunities for the NEOs, the Compensation Committee considered each NEO's individual performance and responsibilities, historical target amounts, and a market data analysis of the Company's peer group. The Compensation Committee approved 2024
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Compensation
target short-term cash incentive award opportunities for the NEOs, which were unchanged from each NEO's target annual incentive opportunity in 2023. Consistent with the approach taken in 2023, the Compensation Committee then reduced the established targets by 15% due to challenging business conditions.
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NEO |
2024 Target Annual Incentive Opportunity |
Original Target Annual Incentive Opportunity |
Percentage Decrease |
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$ | 2,295,000 | $ | 2,700,000 | (15%) | |||||
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$ | 807,500 | $ | 950,000 | (15%) | |||||
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$ | 1,317,500 | $ | 1,550,000 | (15%) | |||||
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$ | 1,317,500 | $ | 1,550,000 | (15%) | |||||
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$ | 467,500 | $ | 550,000 | (15%) | |||||
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 they deem appropriate.
Annual incentives for 2024 were based on a combination of financial and individual strategic performance goals.
The weightings between each performance category for each NEO were as follows:
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NEO |
MMI Financial Performance |
Individual/Strategic Performance |
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50% | 50% | ||||||
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40% | 60% | ||||||
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40% | 60% | ||||||
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40% | 60% | ||||||
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35% | 65% | ||||||
Financial Objectives for 2024.
Pre-taxnet income is used for the financial performance goal for the Company's Annual Incentive Plan because it provides a consistent, firm, and accurate measure of the Company's overall financial performance and profitability, as it excludes the impact of tax considerations, which can be complex and variable due to the nature of our business, and the various state, local, and foreign taxes that we are subject to.
As discussed in more detail above, our business was negatively impacted by the significant market headwinds experienced across the
Despite being the top ranked brokerage firm by number of transactions in 2024, we incurred a pre-taxnet loss of
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Compensation
Individual Strategic Objectives for 2024.
Individual strategic goals varied for each executive and related to the following:
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NEO |
Individual Strategic Performance Goals |
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| Minimize revenue loss from departing agents through retention efforts, recruiting of new and experienced agents, sales force operational excellence, organizational strategies, workforce engagement and internal communications, and strategic initiatives | ||
| Financial services operational improvements, investor relations management and oversight, and strategic initiatives, including executive strategic priorities in partnership with the CEO | ||
| Minimize revenue loss from departing agents through retention efforts, recruiting of new and experienced agents, and strategic initiatives, including increasing market share and core revenue, and supporting the CEO in managing outcomes for key people and projects | ||
| Minimize revenue loss from departing agents through retention efforts, recruiting of new and experienced agents, and strategic initiatives, including increasing market share and core revenue, successfully implementing key initiatives and supporting the CEO in managing outcomes for key people and projects | ||
| Minimize revenue loss from departing agents through retention efforts, technology initiatives, strategic initiatives, and implementing operational initiatives firmwide |
The Compensation Committee evaluated each NEO's performance against his strategic goals to make an overall determination of the aggregate achievement for each NEO. Based on this evaluation, the Compensation Committee determined that each NEO met or largely achieved most of his strategic goals. Key performance highlights that were considered by the Compensation Committee in assessing the achievements of the NEOs included:
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Effectively communicated with analysts and major shareholders in a volatile market. |
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Achieved a pre-establishedretention rate at 100% of target, despite a highly competitive landscape for talent. |
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Drove focus on market listing opportunities to effectuate further price reductions and listing conversions. |
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Adopted a range of measures, projects and departmental changes to drive progress toward short-andlong-term strategic goals. |
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Explored strategic considerations and evaluated acquisition opportunities for further diversification and growth. |
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Enhanced our ability to serve client needs by expanding marketing efforts and central support, further integrating our auction teams into the sales process, and leveraging technology. |
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Compensation
Based on MMI's financial performance and the Compensation Committee's assessment of each NEO's individual performance against his pre-establishedstrategic goals as well as the Compensation Committee's independent judgement as to each NEO's total contributions to the Company, the Compensation Committee awarded the annual incentives, set forth in the table below, which reflected a percentage of each NEO's target annual incentive opportunity.
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NEO |
Target Annual Incentive Opportunity ($) |
Actual Award ($) |
Actual Award (% of Target) |
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$ | 2,295,000 | $ | 1,240,448 | 54 | % | ||||||
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$ | 807,500 | $ | 515,185 | 64 | % | ||||||
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$ | 1,317,500 | $ | 685,100 | 52 | % | ||||||
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$ | 1,317,500 | $ | 746,364 | 57 | % | ||||||
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$ | 467,500 | $ | 273,488 | 59 | % | ||||||
Long-Term Incentives
Our long-term incentive program has historically consisted of annual grants of RSUs, which align the interests of management with those of stockholders, promote retention of key talent, and reward total stockholder retuperformance. When determining the appropriate RSU grants for the NEOs, the Compensation Committee considers each NEO's role, responsibilities, past performance, future potential, current level of ownership, and amount of unvested equity holdings. Generally, for NEOs other than the CEO, the Compensation Committee has chosen to award RSUs that have a grant date fair value that does not exceed 50% of each NEO's target annual incentive award for the prior year, with the actual number of RSUs to be determined based on the consideration of the foregoing factors.
In connection with the annual compensation review process, after considering the Company's and each NEO's 2023 performance relative to the metrics set forth in the annual incentive plan for 2023, each NEO's current equity holdings in the Company, a market data analysis of the Company's peer group, and the current equity ownership of our NEOs, in
|
NEO |
2024 RSUs | 2023 RSUs | Difference in Grant Date Fair Value(1) |
|||
|
|
72,000 | 92,000(2) | ||||
|
|
10,701 | 12,508 | ||||
|
|
8,730 | 20,362 | ||||
|
|
17,460 | 20,657 | ||||
|
|
6,195 | 6,590 |
| (1) |
Represents the difference between the grant date fair value of 2024 RSUs (calculated by multiplying the number of RSUs granted by our closing stock price as of the |
| (2) |
Does not include the one-timeretention grant of 150,000 RSUs granted to |
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Each NEO's RSUs vest in five equal annual installments, with the first vesting date beginning on
Changes to 2025 Long-Term Incentive Program
As further described in the section entitled "2024 Say-On-PayAdvisory Vote" above, following the annual stockholder advisory vote to approve the compensation of our NEOs at our 2024 Annual Meeting of Stockholders, we conducted an extensive engagement campaign with our stockholders to seek feedback regarding the design of our executive compensation program. Based on the feedback and concerns expressed by stockholders during this extensive engagement campaign, and to demonstrate the Compensation Committee's commitment to implementing compensation programs that are aligned with the interests of our stockholders, the Compensation Committee has approved material changes to our long-term incentive program starting with 2025. For 2025, our long-term incentive program will be comprised of performance-based stock units (PSUs) (50%) and time-based RSUs (50%). One-thirdof the PSUs will be subject to achievement of revenue goals and two-thirdsof the PSUs will be subject to achievement of Adjusted EBITDA(1) goals, in each case, measured over the three-year performance period covering fiscal years 2025, 2026 and 2027, with payout ranging from 0% to 200% of target. At the suggestion of some stockholders, the Compensation Committee considered incorporating a relative metric into the new PSU program. However, the Compensation Committee ultimately determined not to include a relative metric for the PSUs because it was not possible to develop a relevant comparison group of companies that publicly-disclosed financial information and shareholder returns. There are very few publicly-traded real estate services companies, and those that are publicly-traded operate in different businesses (or are subsidiaries of companies that operate in different businesses) than the Company, which makes it difficult to develop a sufficient sample of companies that are direct competitors to meaningfully compare our relative performance. Subject to certain limited exceptions, the Compensation Committee will certify and approve performance against the revenue and Adjusted EBITDA performance goals following the completion of the three-year performance period and any earned PSUs will vest on the third anniversary of the date of grant, subject to the participant's continuous service through such date. The time-based RSUs will vest in four equal annual installments, subject to the participant's continuous service through each vesting date, except in certain limited circumstances.
| (1) |
GAAP to Non-GAAP reconciliation is disclosed on page 38 of the Company's 2024 Annual Report on Form 10-K,which was filed with the |
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
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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 business objectives and strategic priorities. With respect to performance measures and goals, the annual operating plan initially established by management, and subsequently approved by our Board, is an important input into the Compensation Committee's decision-making process. Some members of the management team attend Compensation Committee meetings but are not present for executive sessions. The Compensation Committee makes all final decisions with respect to compensation of our NEOs.
After the end of the year, the Compensation Committee determines the earned incentive amounts for each of our executive officers, based on a thorough review
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, and communicates with the Compensation Committee Chair between meetings. The Compensation Committee assessed the independence of FW Cook pursuant to
Role of Competitive Data
In establishing 2024 target pay opportunities for our NEOs, the Compensation Committee considered competitive market data from an analysis prepared by FW Cook in
The same peer group of companies approved by the Committee in 2022 was used for this competitive analysis. Because there are not many publicly traded commercial real estate services firms similar in size and business model to us, development of an appropriate "peer group" of companies against which to compare pay levels and practices proves challenging. Therefore, the Compensation Committee, with the assistance of FW Cook, used the following more expansive criteria to select a peer group consisting of 13 business services companies:
| ◾ |
reasonable comparability in size to the Company in terms of annual revenue and market cap; |
| ◾ |
executives are responsible for managing large numbers of professional employees; and |
| ◾ |
generally engaged in the business of providing transactional services to businesses and individuals. |
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Based on the above criteria, the Compensation Committee selected the following companies as our peer group.
| * |
As noted above, there are not many publicly traded commercial real estate services firms similar in size and business model to us. However, |
The Compensation Committee also considered
Policies for Compensation Risk Mitigation
Compensation Recovery Policy
The
The
The restated
Hedging, Pledging and Insider Trading Policies
Our Insider Trading Policy expressly bars hedging, derivative, or any other speculative transactions involving the Company's stock by all officers, employees, and independent contractor agents of the Company and its subsidiaries, all members of the Board, and any consultants, advisors, and contractors to the Company and its subsidiaries that the Company designates, as well as members of the immediate families and households of these
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persons. Such prohibited transactions include hedging or derivative transactions, such as "cashless" collars, forward contracts, equity swaps or other similar or related transactions, or any short sale, "sale against the box" or equivalent transaction involving the Company's stock or the stock of certain business partners. We also generally prohibit such covered persons from pledging Company stock to secure a loan, or from purchasing Company stock on margin (including in connection with exercising any Company stock options). In addition, we prohibit covered persons from purchasing or selling our securities while in possession of material, non-publicinformation, or otherwise using such information for their personal benefit, and maintain a quarterly black-outwindow where applicable individuals may not trade. We may, in appropriate circumstances, permit transactions pursuant to a blind trust or a pre-arrangedtrading program that complies with Rule 10b5-1to take place during periods in which the individual entering into the transaction may have material nonpublic information or during black-outperiods.
Indemnification Agreements
Indemnification agreements indemnify our executive officers and the members of our Board of Directors, as well as those who act as directors and officers of other entities at our request, against expenses, judgments, fines, settlements, and other amounts, actually and reasonably incurred in connection with any proceedings arising out of their services to us and our subsidiaries.
A Culture of Ownership
The Company's stock ownership guidelines are designed to encourage our executive officers and other key employees to achieve and maintain a significant equity stake in the Company and closely align their interests with those of our stockholders. The stock ownership guidelines call for each executive officer and key employee that is subject to the guidelines to own shares of our common stock (including directly owned shares, beneficially owned shares held indirectly by family members, trusts or otherwise, vested share units in a non-qualifieddeferral arrangement, shares held in the 401(k) plan, and unvested restricted shares and RSUs that vest solely on continued service) having a value equal to a multiple of their annual base salary within five years from the date they become subject to the share ownership guidelines as set forth below:
|
Position |
Ownership Requirement |
|||
|
Chief Executive Officer |
6x Base Salary | |||
|
Other NEOs and Senior Executives |
3x Base Salary | |||
|
Division Managers and Specialty Directors |
2x Base Salary | |||
If an executive officer or key employee is promoted to a position with a higher ownership requirement, he or she will have five years from such promotion to achieve the higher ownership level. Until these minimums are achieved, executive officers must retain 50% of the net after tax shares earned at exercise of stock options or stock appreciation rights, payment of performance shares/units, and vesting of restricted shares/RSUs, in each case, during the five-year initial compliance period and 100% thereafter.
In
The Compensation Committee conducts an annual review to assess compliance with the guidelines. Specifically, as of the last day of each fiscal year, the number of shares each executive officer is required to own is calculated
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based on the then-current annual salary and an average of the closing stock prices for the prior 60 trading days. This number of shares will be the required ownership level until the next annual calculation. At the end of 2024, each of our NEOs had satisfied his stock ownership guideline requirement.
Exceptions to the stock ownership guidelines may be made at the discretion of the Compensation Committee. It is expected that these instances will be rare. If an exception is granted in whole or in part, the Compensation Committee will, in consultation with the affected executive, develop an alternative stock ownership and holding requirement for such individual that reflects both the intention of the policy and such individual's particular circumstances.
Other Compensation Practices and Policies
Benefits and Limited Perquisites
Our benefits philosophy is to provide our executive officers, including our NEOs, with the same benefits available to all other employees, including health and welfare, retirement (which includes our 401(k) plan that provides for matching contributions), and life insurance benefits.
In addition to these Company-wide benefits, our NEOs are offered Company-paid automobile allowances or leases. We believe that it is important to compensate our executive officers for all expenses incurred while traveling for work to allow our NEOs to concentrate on their responsibilities and our future success.
Deferred Compensation
Our NEOs are eligible to voluntarily defer base salary and annual cash incentives through the
Policy Regarding Deduction Limit
While Section 162(m) of the Internal Revenue Code (the "Code") places a limit of
Severance and Change in Control Benefits
We maintain a change in control policy, which is designed to align the interests of management and stockholders when considering the long-term future for the Company. The primary purpose of these arrangements is to keep our executive officers and key employees focused on pursuing all corporate transaction activity that is in the best interests of our stockholders regardless of whether those transactions may result in their own job loss.
The change in control policy provides that if an executive officer's employment is terminated by the Company without "cause" or an executive officer resigns for "good reason" (each as defined in the change in control policy), in each case, within 12 months following the change in control, then the executive will be entitled to
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receive the following severance payments and benefits: (1) a lump sum payment equal to 12 months' base salary; (2) a lump sum equal to the target annual incentive opportunity for the year of termination (or if less, the target annual incentive opportunity for the year immediately preceding the year of termination); (3) acceleration of vesting of all outstanding and unvested RSUs; (4) COBRA premium reimbursement for up to 12 months; and (5) up to
The change in control policy does not provide for a "gross-up"or other reimbursement payment for any tax liability that the executive officer may owe as a result of the application of Sections 280G or 4999 of the Code, and we have not agreed and are not otherwise obligated to provide any executive officer with such a "gross-up"or other reimbursement.
We also maintain a death and disability policy, which is designed to align with typical market practices. The policy provides that upon a termination of service due to death or disability, in each case, after at least one year of service, then vesting of all of the executive officer's outstanding and unvested RSUs will accelerate. In addition, in the event of termination of service due to disability after at least one year of service, the executive officer will be entitled to receive COBRA premium reimbursement for up to 12 months.
Further, consistent with market practices, our Amended and Restated 2013 Omnibus Equity Incentive Plan (the "Equity Plan") also provides that in the event of a change in control (as defined in the Equity Plan) in which the surviving corporation does not assume or continue outstanding awards granted under the Equity Plan or substitute similar awards for such awards, the vesting of such awards (including awards held by the NEOs) will fully accelerate.
Finally,
Compensation Committee Report
The Compensation Committee has reviewed and discussed the "Compensation Discussion and Analysis" section of this Proxy Statement with the Company's management. Based on that review and those discussions, the Compensation Committee recommended to the Board that the "Compensation Discussion and Analysis" section be included in this Proxy Statement and incorporated by reference into the Company's Annual Report on Form 10-Kfor 2024.
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Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee during 2024 were:
Compensation Risk Assessment
For 2024, FW Cook conducted a review of the compensation-related risks associated with our executive compensation program as well as the Company's compensation practices for regional managers, staff employees, and independent contractor agents, which included the different levels of compensation for regional managers, the basic commission programs and splits available to independent contractor agents, and the equity award program available to agents, as well as the deferred commission program in which many agents participate. The risk assessment concluded that our compensation programs do not encourage behaviors that would create material risk. FW Cook also found a reasonable balance in fixed versus variable pay, cash and equity, corporation, business unit and individual goals, and appropriate mix of financial and non-financial metrics.Finally, it was determined that there are appropriate policies in place to mitigate compensation-related risk, including stock ownership guidelines for executives, insider-trading prohibitions, anti-hedging and anti-pledging policies, the recoupment policy, and independent Compensation Committee oversight of our executive compensation programs. Based on this information, the Compensation Committee concluded that our compensation programs do not create material risks that are likely to have a material adverse effect on the Company.
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Executive Compensation Tables and Other Information
The following table provides information regarding certain compensation awarded to, or earned by, our NEOs for 2022, 2023, and 2024.
Summary Compensation Table
|
|
Fiscal Year |
Salary ( |
Bonus ($) |
Stock Awards ( |
Non- Equity Incentive Plan Compensation ( |
Change in Pension Value and Non- qualified Deferred Compensation Earnings ( |
All Other Compensation ( |
Total ($) |
||||||||||||||||||||||||
|
President and CEO |
2024 | 700,000 | - | 2,344,320 | 1,240,448 | 261,406 | 35,500 | 4,581,674 | ||||||||||||||||||||||||
| 2023 | 700,000 | - | 8,646,760 | 811,850 | 240,454 | 8,500 | 10,407,564 | |||||||||||||||||||||||||
| 2022 | 675,000 | - | 4,350,680 | 2,339,750 | 145,470 | 22,000 | 7,532,900 | |||||||||||||||||||||||||
|
|
2024 | 400,000 | - | 348,425 | 515,185 | 90,541 | 35,500 | 1,389,651 | ||||||||||||||||||||||||
|
Executive Vice President and Chief Financial Officer |
2023 | 400,000 | - | 447,536 | 414,313 | - | 8,500 | 1,270,349 | ||||||||||||||||||||||||
| 2022 | 400,000 | - | 2,093,623 | 895,125 | - | 22,000 | 3,410,748 | |||||||||||||||||||||||||
|
|
2024 | 400,000 | - | 284,249 | 685,100 | - | 9,821 | 1,379,170 | ||||||||||||||||||||||||
|
Executive Vice President and Chief Operating Officer, WesteDivision |
2023 | 400,000 | - | 728,552 | 423,706 | - | 12,562 | 1,564,820 | ||||||||||||||||||||||||
| 2022 | 387,500 | - | 2,780,085 | 1,457,125 | - | 14,853 | 4,639,563 | |||||||||||||||||||||||||
|
|
2024 | 400,000 | - | 568,498 | 746,364 | - | 8,600 | 1,723,462 | ||||||||||||||||||||||||
|
Executive Vice President and Chief Operating Officer, EasteDivision |
2023 | 400,000 | - | 739,107 | 545,575 | - | 4,587 | 1,689,269 | ||||||||||||||||||||||||
| 2022 | 387,500 | - | 2,780,085 | 1,478,250 | - | 5,562 | 4,651,397 | |||||||||||||||||||||||||
|
|
2024 | 350,000 | - | 201, 709 | 273,488 | - | 30,250 | 855,447 | ||||||||||||||||||||||||
|
Senior Vice President, Chief Administrative Officer |
2023 | 350,000 | - | 235,790 | 255,044 | - | 7,750 | 848,584 | ||||||||||||||||||||||||
| 2022 | 337,500 | - | 1,265,764 | 471,625 | - | 19,000 | 2,093,889 | |||||||||||||||||||||||||
| (1) |
The amounts shown in this column represent the actual amount of salary earned during the applicable year by each NEO. |
| (2) |
The amounts shown in this column represent the aggregate grant date fair value of RSUs granted during the applicable year to certain of our NEOs, which was computed in accordance with Accounting Standards Codification ("ASC") 718. The fair value of these awards was calculated based on the fair market value of our common stock on the accounting measurement date multiplied by the number of shares subject to the award and may not represent the actual value that may be realized. |
| (3) |
The amounts listed in this column reflect the cash awards paid under the Company's Executive Incentive Plan for performance in the applicable year. See the "Compensation Discussion and Analysis" section for a more complete description of how the cash incentive awards were determined for 2024. |
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| (4) |
The amounts listed in this column include the interest on |
|
Named Executive Officer |
Increased Value of SARs during Fiscal Year ($) |
Aggregate Value of SARs as of Fiscal Year End ($) |
||||||
|
|
261,406 | 4,654,780 | ||||||
For further information regarding the SARs, please refer to the discussion under the heading "Nonqualified Deferred Compensation."
| (5) |
The following table reflects the breakout of the items and amounts included in this column for 2024: |
| Nadji ($) | DeGennaro ($) | Matricaria ($) | Parker ($) | LaBerge ($) | ||||||||||||||||
|
Auto Benefit |
31,500 | 31,500 | 5,821 | 4,600 | 26,250 | |||||||||||||||
|
401(k) Match |
4,000 | 4,000 | 4,000 | 4,000 | 4,000 | |||||||||||||||
|
Total for Other |
35,500 | 35,500 | 9,821 | 8,600 | 30,250 | |||||||||||||||
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Grants of Plan Based Awards Table
The following table provides information regarding the incentive awards granted to the NEOs for 2024.
| All Other Stock Awards: Number of Shares of Stock or Units (#)(2) |
Grant Date Fair Value of Stock Awards ($) (3) |
|||||||||||||||||||||||||||
| Grant Date |
Compensation Committee Approval Date |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |
||||||||||||||||||||||||||
|
|
Threshold ($) |
Target ($) |
Maximum ($) |
|||||||||||||||||||||||||
|
|
N/A | N/A | - | 2,295,000 | 4,590,000 | - | - | |||||||||||||||||||||
| - | - | - | 72,000 | 2,344,320 | ||||||||||||||||||||||||
|
|
N/A | N/A | - | 807,500 | 1,615,000 | - | - | |||||||||||||||||||||
| - | - | - | 10,701 | 348,425 | ||||||||||||||||||||||||
|
|
N/A | N/A | - | 1,317,500 | 2,635,000 | - | - | |||||||||||||||||||||
| - | - | - | 8,730 | 284,249 | ||||||||||||||||||||||||
|
|
N/A | N/A | - | 1,317,500 | 2,635,000 | - | - | |||||||||||||||||||||
| - | - | - | 17,460 | 568,498 | ||||||||||||||||||||||||
|
|
N/A | N/A | - | 467,500 | 935,000 | - | - | |||||||||||||||||||||
| - | - | - | 6,195 | 201,709 | ||||||||||||||||||||||||
| (1) |
The Compensation Committee established certain financial and non-financialgoals in |
| (2) |
Messrs. Nadji, DeGennaro, Matricaria, Parker, and LaBerge's RSUs vest in five equal annual installments, with the first vesting date beginning on |
| (3) |
The amounts shown in this column represent the aggregate grant date fair value of the RSUs granted in 2024 to certain of our NEOs, which was computed in accordance with ASC 718. The fair value of these awards was calculated based on the fair market value of our common stock on the accounting measurement date multiplied by the number of shares subject to the award and may not represent the actual value that may be realized. |
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Outstanding Equity Awards at Fiscal Year End
The following table provides information about outstanding equity awards as of
|
|
Number of shares or units of stock that have not vested (#) |
Market value of shares or units of stock that have not vested ( |
||||||
|
|
18,400 | (2) | 703,984 | |||||
| 36,800 | (3) | 1,407,968 | ||||||
| 55,200 | (4) | 2,111,952 | ||||||
| 73,600 | (5) | 2,815,936 | ||||||
| 120,000 | (6) | 4,591,200 | ||||||
| 72,000 | (11) | 2,754,720 | ||||||
|
|
26,564 | (4) | 1,016,339 | |||||
| 10,008 | (5) | 382,906 | ||||||
| 1,500 | (7) | 57,390 | ||||||
| 3,000 | (8) | 114,780 | ||||||
| 10,701 | (11) | 409,420 | ||||||
|
|
1,878 | (2) | 71,852 | |||||
| 4,730 | (3) | 180,970 | ||||||
| 35,276 | (4) | 1,349,660 | ||||||
| 16,290 | (5) | 623,255 | ||||||
| 4,000 | (9) | 153,040 | ||||||
| 8,730 | (11) | 334,010 | ||||||
|
|
2,212 | (2) | 84,631 | |||||
| 5,302 | (3) | 202,855 | ||||||
| 35,276 | (4) | 1,349,660 | ||||||
| 16,526 | (5) | 632,285 | ||||||
| 4,000 | (9) | 153,040 | ||||||
| 17,460 | (11) | 668,020 | ||||||
|
|
611 | (2) | 23,377 | |||||
| 2,032 | (3) | 77,744 | ||||||
| 16,062 | (4) | 614,532 | ||||||
| 5,272 | (5) | 201,707 | ||||||
| 1,000 | (10) | 38,260 | ||||||
| 6,195 | (11) | 237,021 | ||||||
| (1) |
Based upon the closing price of our common stock of |
| (2) |
Messrs. Nadji, Matricaria, Parker, and LaBerge were awarded 92,000, 9,374, 11,028, and 3,051 RSUs, respectively, effective |
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| (3) |
Messrs. Nadji, Matricaria, Parker, and LaBerge were awarded 92,000, 11,822, 13,246, and 5,068 RSUs, respectively, effective |
| (4) |
Messrs. Nadji, DeGennaro, Matricaria, Parker, and LaBerge were awarded 92,000, 44,272, 58,788, 58,788, and 26,766 RSUs, respectively, effective |
| (5) |
Messrs. Nadji, DeGennaro, Matricaria, Parker, and LaBerge were awarded 92,000, 12,508, 20,362, 20,657, and 6,590 RSUs, respectively, effective |
| (6) |
|
| (7) |
|
| (8) |
|
| (9) |
Messrs. Matricaria and Parker were each awarded 10,000 RSUs, effective |
| (10) |
|
| (11) |
Messrs. Nadji, DeGennaro, Matricaria, Parker, and LaBerge were awarded 72,000, 10,701, 8,730, 17,460 and 6,195 RSUs, respectively, on |
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Option Exercises and Stock Vested Table
The following table provides information about stock awards that vested during 2024 for the NEOs. None of the NEOs have been granted any stock options.
| Stock Awards | ||||||||
|
Name |
Number of Shares Acquired on Vesting (#)(1) |
Value Realized on Vesting ( |
||||||
|
|
122,000 | 4,283,120 | ||||||
|
|
14,354 | 500,987 | ||||||
|
|
26,442 | 898,715 | ||||||
|
|
27,518 | 935,363 | ||||||
|
|
9,684 | 329,457 | ||||||
| (1) |
Includes shares withheld to cover taxes. |
| (2) |
The value realized upon vesting was calculated by multiplying the number of shares acquired on vesting by the closing share price of the Company's common stock on the NYSE on the vesting date, except where such vesting date fell on a day that was not a trading day, in which case such value was calculated by multiplying the number of shares acquired on vesting by the closing share price on the first trading day immediately following the vesting date. |
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Employment Agreements
We entered into an employment agreement with
We entered into an employment agreement with
We entered into an employment agreement with
We entered into an employment agreement with
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Compensation
Pension Benefits
We do not maintain any defined benefit pension plans.
Nonqualified Deferred Compensation
The following table provides information regarding the contributions, earnings, and withdrawals during 2024, and account balances as of
Nonqualified Deferred Compensation-Fiscal 2024
|
|
Plan | Executive Contributions in Last FY ( |
Registrant Contributions in Last FY ($) |
Aggregate Earnings in Last FY ( |
Aggregate Withdrawals/ Distributions ($) |
Aggregate Balance at Last FYE ( |
||||||||||||||||||
|
|
SARs | - | - | 261,406 | - | 4,654,780 | ||||||||||||||||||
|
|
NQDC Plan | 250,000 | - | 90,541 | - | 886,472 | ||||||||||||||||||
|
|
- | - | - | - | - | - | ||||||||||||||||||
|
|
- | - | - | - | - | - | ||||||||||||||||||
|
|
- | - | - | - | - | - | ||||||||||||||||||
| (1) |
The amount reflected includes executive contributions of the cash award earned under the Executive Incentive Plan in respect of service in 2024, which is reported as "Non-EquityIncentive Plan Compensation" in the Summary Compensation Table for 2024. |
| (2) |
The SARs are included in the Summary Compensation Table because such earnings were determined to be preferential or above-market. The earnings on the SARs represent interest on the SAR Account Balances (as defined below) for 2024. |
| (3) |
A portion of these amounts were previously reported as compensation to the NEO in our Summary Compensation table for fiscal years prior to 2024: |
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Deferred Compensation Plan
The NQDC Plan is designed to allow a select group of management and highly compensated employees, including the Company's NEOs, to defer receipt of a specified percentage or amount of their base salaries (up to 25%) and annual cash incentives or supplemental bonuses (up to 100%). Further, the Company may make discretionary contributions on behalf of participants in the NQDC Plan, which will vest based on years of service with the Company. Such discretionary amounts will vest in full upon the participant's death, disability, or retirement.
Amounts deferred by a participant and any employer contributions will be credited to a bookkeeping account maintained on behalf of each participant. These amounts will be periodically adjusted for earnings and/or losses at a rate that is equal to the various hypothetical investment funds (also referred to as measurement funds) selected by the plan administrator and elected by the participant. Participants may reallocate previously invested money among each of the available measurement funds.
Under the NQDC Plan, if a participant has attained age 50 or has 10 or more years of service with the Company, a participant will be permitted to elect a single lump-sum paymentor quarterly installment payments for up to 15 years following termination of employment with respect to each year's deferrals, any discretionary company contributions, and any earnings associated with such amounts. Otherwise, such amounts will be paid out in a lump sum. Deferrals, but not discretionary Company contributions, also may be paid out prior to a participant's termination of employment in the event of a financial hardship or if the participant makes a short-term payout election. In the event of a participant's death or disability, such participant's benefits will be paid out in a single lump sum.
The Company elected to fund the NQDC Plan through company owned variable life insurance policies. The NQDC Plan is managed by a third-party institutional fund manager, and the deferred compensation and investment earnings are held as Company assets in a rabbi trust. The assets in the trust are restricted unless the Company becomes insolvent in which case the trust assets are subject to the claims of the Company creditors.
Stock Appreciation Rights
The SARs constitute deferred compensation as they are cash-settled awards only payable upon death, a long-term disability of three months or longer, a mutual termination, a termination other than for cause, a resignation, or a change in control. In connection with our initial public offering ("IPO"), all of the outstanding SARs were fully vested and frozen at a liability amount calculated as of
Upon a payment event other than a change in control, the SAR Account Balance is paid to the NEO in 10 annual installments, with the first installment due within 30 days following the date of the event giving rise to the distribution or the last day of the calendar year in which the event giving rise to the distribution occurs, and the remaining portion of the account balance will be paid in cash within 30 days of each of the first nine anniversaries of the initial payment date. However, no amount payable on account of the NEO's termination of service which constitutes a "deferral of compensation" within the meaning of Section 409A will be paid unless and until the NEO has incurred a "separation from service" within the meaning of Section 409A. The account balance will continue to be credited with deemed earnings during the payment term until it is fully distributed. In the event of a change of control of the Company (as defined in the Equity Plan), the NEO's entire SAR Account Balance will be paid to the NEO upon the consummation of the change in control.
Table of Contents
Compensation
Potential Payments upon Termination or Change in Control
Current NEOs
As described above, the change in control policy, the amended and restated death and disability policy,
Estimated Termination and Change in Control Payments for Current NEOs
The table below provides information regarding the estimated value that may be realized by each of the NEOs in the event of the following:
| ◾ | Death |
| ◾ | Disability |
| ◾ | Mutual termination |
| ◾ | Termination other than for cause |
| ◾ | Resignation other than by mutual agreement |
| ◾ | Resignation for good reason |
| ◾ | Change in control where equity awards are assumed or substituted |
| ◾ | Change in control where equity awards are not assumed or substituted |
| ◾ | Termination other than for cause or resignation for good reason in connection with a change in control |
The table does not include any information regarding the benefits available generally to salaried employees, such as distributions under the Company's 401(k) plan.
Table of Contents
Compensation
The amounts shown below assume that the applicable termination event or change in control event occurred on
|
|
Type of Benefit |
Death ($) |
Disability ($) |
Mutual Termination ($) |
Termination other than for Cause ($) |
Resignation Other than by Mutual Agreement ($) |
Resignation for Good Reason ($) |
Change in Control Where Awards are Assumed ($) |
Change in Control Where Awards are Not Assumed ($) |
Termination other than for Cause or Resignation for Good Reason in Connection with a Change in Control ($)(1) |
||||||||||||||||||||||||||||||
|
|
Cash Severance | - | - | - | - | - | - | - | - | 2,995,000 | (3) | |||||||||||||||||||||||||||||
| COBRA
Reimbursement |
29,948 | 29,948 | - | - | - | - | - | - | 29,948 | |||||||||||||||||||||||||||||||
| Outplacement | - | - | - | - | - | - | - | - | 25,000 | |||||||||||||||||||||||||||||||
| SARs Payout | 4,654,780 | 4,654,780 | 4,654,780 | 3,491,085 | 3,491,085 | 3,491,085 | 4,654,780 | 4,654,780 | 3,491,085 | |||||||||||||||||||||||||||||||
| RSU Acceleration | 14,385,760 | 14,385,760 | - | - | - | - | - | 14,385,760 | 14,385,760 | |||||||||||||||||||||||||||||||
|
|
Cash Severance | - | - | - | 407,157 | (2) | - | 407,157 | (2) | - | - | 1,207,500 | (3) | |||||||||||||||||||||||||||
| COBRA
Reimbursement |
20,276 | 20,276 | - | - | - | - | - | - | 20,276 | |||||||||||||||||||||||||||||||
| Outplacement | - | - | - | - | - | - | - | - | 25,000 | |||||||||||||||||||||||||||||||
| RSU Acceleration | 1,980,835 | 1,980,835 | - | - | - | - | - | 1,980,835 | 1,980,835 | |||||||||||||||||||||||||||||||
|
|
Cash Severance | - | - | - | - | - | - | - | - | 1,717,500 | (3) | |||||||||||||||||||||||||||||
| COBRA
Reimbursement |
33,757 | 33,757 | - | - | - | - | - | - | 33,757 | |||||||||||||||||||||||||||||||
| Outplacement | - | - | - | - | - | - | - | - | 25,000 | |||||||||||||||||||||||||||||||
| RSU Acceleration | 2,712,787 | 2,712,787 | - | - | - | - | - | 2,712,787 | 2,712,787 | |||||||||||||||||||||||||||||||
|
|
Cash Severance | - | - | - | - | - | - | - | - | 1,717,500 | (3) | |||||||||||||||||||||||||||||
| COBRA
Reimbursement |
29,948 | 29,948 | - | - | - | - | - | - | 29,948 | |||||||||||||||||||||||||||||||
| Outplacement | - | - | - | - | - | - | - | - | 25,000 | |||||||||||||||||||||||||||||||
| RSU Acceleration | 3,090,491 | 3,090,491 | - | - | - | - | - | 3,090,491 | 3,090,491 | |||||||||||||||||||||||||||||||
|
|
Cash Severance | - | - | - | - | - | - | - | - | 817,500 | (3) | |||||||||||||||||||||||||||||
| COBRA
Reimbursement |
33,757 | 33,757 | - | - | - | - | - | - | 33,757 | |||||||||||||||||||||||||||||||
| Outplacement | - | - | - | - | - | - | - | - | 25,000 | |||||||||||||||||||||||||||||||
| RSU Acceleration | 1,192,641 | 1,192,641 | - | - | - | - | - | 1,192,641 | 1,192,641 | |||||||||||||||||||||||||||||||
| (1) |
Represents payments and benefits that would have been provided for under the Company's Change in Control Policy or any SARs held by the NEO. |
| (2) |
Represents six months of |
| (3) |
Represents the sum of 12 months of the executive's base salary and 2024 target annual incentive opportunity as the Company's change in control policy provides for cash severance equal to the sum of 12 months' base salary and the lesser of the target annual incentive opportunity for the year of termination or the year immediately preceding the year of termination. |
Table of Contents
Compensation
CEO Pay Ratio
The annual total compensation of
To identify the "median employee" from our employee population, we collected the total gross compensation earned during the 12-month periodending
We identified and calculated the elements of the median employee's annual total compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resultingin annual total compensation of
Table of Contents
NEOs and certain financial performance measures of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation
under the Securities Exchange Act of 1934 (the "Pay Versus Performance Rules") and does not necessarily reflect how the Compensation Committee evaluates compensation decisions.
|
Year
(1)
|
Summary
Compensation
Table Total for
PEO
|
Compensation
Actually Paid
to PEO
(2)(3)
|
Average
Summary
Compensation
Table Total
for
Non-PEO
NEOs
|
Average
Compensation
Actually Paid
to
Non-PEO
NEOs
(2)(4)
|
Value of Initial Fixed
On:
(5)
|
Net
Income
(Loss)
(millions)
|
Pre-Tax
Net
Income
(Loss)
(millions)
(6)
|
|||||||||||||||||||||||||
|
Total
Stockholder
Return
|
Total
Stockholder
Return
|
|||||||||||||||||||||||||||||||
|
2024
|
$ | 4,581,674 | $ | 2,298,554 | $ | 1,336,933 | $ | 953,140 | $ | 109.31 | $ | 172.38 | $ | (12.4 | ) | $ | (13.0 | ) | ||||||||||||||
|
2023
|
$ | 10,407,564 | $ | 13,852,094 | $ | 1,343,281 | $ | 1,896,829 | $ | 123.12 | $ | 128.05 | $ | (34.0 | ) | $ | (40.4 | ) | ||||||||||||||
|
2022
|
$ | 7,532,900 | $ | 3,519,692 | $ | 3,698,899 | $ | 2,691,110 | $ | 95.24 | $ | 106.44 | $ | 104.2 | $ | 142.0 | ||||||||||||||||
|
2021
|
$ | 8,224,777 | $ | 10,965,723 | $ | 2,572,998 | $ | 2,981,491 | $ | 138.15 | $ | 163.37 | $ | 142.5 | $ | 193.3 | ||||||||||||||||
|
2020
|
$ | 5,257,504 | $ | 5,059,672 | $ | 714,373 | $ | 749,696 | $ | 99.95 | $ | 93.48 | $ | 42.8 | $ | 59.4 | ||||||||||||||||
| (1) |
The following table lists the PEO and
non-PEO
NEOs for each of fiscal years 2021, 2022, 2023 and 2024. |
|
PEO
|
Non-PEO
NEOs |
|||
| 2024 | ||||
| 2023 | ||||
| 2022 | ||||
| 2021 | ||||
| 2020 | ||||
| (2) |
The dollar amounts reported represent the amount of "compensation actually paid," as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable year. For purposes of calculating "compensation actually paid," the fair value of equity awards is calculated in accordance with ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to "Executive Compensation and Other Information - Summary Compensation Table" for additional information).
|
| (3) |
The following table shows the amounts deducted from and added to the Summary Compensation Table total to calculate "compensation actually paid" to
|
|
Pension Plan
Adjustments |
Equity Award Adjustments
|
Compensation
Actually Paid to
PEO
|
||||||||||||||||||||
|
Summary
Compensation
Table Total
for PEO
|
Change
in
Pension
Value
|
Pension
Service Cost |
Stock
Awards |
Year End Fair
Value of Equity
Awards Granted
in the Year and
Unvested at
Year End
|
Year over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity
Awards
Granted in
|
Fair
Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested
in the
Year
|
Change in Fair
Value of Equity
Awards Granted
in
that Vested in
the Year
|
Fair Value
at the End of
the Prior
Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions
in the Year
|
Value of
Dividends
or other
Earnings
Paid on
Stock or
Option
Awards
not
Otherwise
Reflected
in Fair
Value
|
|||||||||||||
|
2024
|
$- | $- | ( |
$- | ( |
$- | $- | |||||||||||||||
| (4) |
The following table shows the amounts deducted from and added to the average Summary Compensation Table total compensation to calculate the average "compensation actually paid" to our
non-PEO
NEOs in accordance with the Pay Versus Performance Rules: |
|
Pension Plan
Adjustments |
Equity Award Adjustments
|
Compensation
Actually Paid to
Non-PEO NEOs
|
||||||||||||||||||||
|
Summary
Compensation
Table Total
for
Non-PEO
NEOs
|
Change
in
Pension
Value
|
Pension
Service
Cost
|
Stock
Awards
|
Year End Fair
Value of Equity
Awards Granted
in the Year and
Unvested at Year
End
|
Year over
Year Change
in Fair Value
of Outstanding
and Unvested
Equity Awards
Granted in
|
Fair
Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested in
the Year
|
Change in
Fair
Value of
Equity
Awards
Granted
in Prior
Years that
Vested in
the Year
|
Fair Value
at the End of
the Prior
Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions
in the Year
|
Value of
Dividends
or other
Earnings
Paid on
Stock or
Option
Awards
not
Otherwise
Reflected
in Fair
Value
|
|||||||||||||
|
2024
|
$- | $- | ( |
$- | ( |
$- | $- | |||||||||||||||
| (5) |
In accordance with the Pay Versus Performance Rules, the Company and the Company's peer group total stockholder retu(the "Peer Group TSR") is determined based on the value of an initial fixed investment of
S-K
for our Annual Report for the fiscal year ended |
| (6) |
We have determined that
pre-tax
net income is the financial performance measure that, in the Company's assessment, represents the most important financial performance measure used to link "compensation actually paid" to our NEOs, for fiscal year 2024, to company performance (the "Company Selected Measure" as defined in the Pay Versus Performance Rules). |
philosophy. The most important financial performance measure used by the Company to link executive compensation actually paid to the Company's NEOs, for the most recently completed fiscal year, to the Company's performance is
Net Income.
net income, as well as a comparison of TSR and Peer Group TSR.
| Page
Net Income
Table of Contents
Compensation
Director Compensation
Director Compensation Highlights
| ◾ | Emphasis on equity in the overall compensation mix. |
| ◾ | Equity grants under a fixed-value annual grant policy with one-yearvesting. |
| ◾ | A robust stock ownership guideline set at five times the annual cash retainer to support stockholder alignment. |
| ◾ | Stockholder-approved annual director compensation limit on cash and equity awards to non-employeedirectors. |
| ◾ | No performance awards, perquisites, or special benefits. |
Director Compensation Policy
Pursuant to the terms of our director compensation policy, each non-employee directortypically receives annual cash fees for their services, payable quarterly in arrears, as follows:
| ◾ |
Board Member, including the Chair-$65,000 per year |
| ◾ |
Chair of Audit Committee-an additional |
| ◾ |
Chair of Compensation Committee-an additional |
| ◾ |
Chair of |
| ◾ |
Executive Committee Member-an additional |
Each continuing non-employee directoris also entitled to receive an annual restricted stock grant on the date of each annual meeting of stockholders equal to
Any new non-employee directorwill automatically receive a pro-rated annualrestricted stock grant based on the number of months from the time the non-employee directorjoins the Board until the next annual meeting of stockholders. Such pro-rated annualrestricted stock grants will vest in full on the date of the next annual meeting of stockholders.
Under our change in control policy, the vesting of restricted stock awards held by our non-employeedirectors will fully accelerate upon a change in control, regardless of whether equity awards are otherwise assumed, continued, or substituted. In addition, under our death and disability policy, the vesting of all outstanding and unvested restricted stock awards held by our non-employee directorswill vest in full upon a termination of service due to death or disability, in each case, after at least one year of service.
Table of Contents
Compensation
2024 Director Compensation
Director Compensation Table
The following table sets forth the total compensation for our non-employee directorsfor the year ended
|
|
Fees Earned or Paid in Cash ($) |
Stock Awards ( |
All Other Compensation ($) |
Total ($) |
||||||||||||
|
|
70,000 | 74,986 | - | 144,986 | ||||||||||||
|
|
90,000 | 74,986 | - | 164,986 | ||||||||||||
|
|
65,000 | 74,986 | - | 139,986 | ||||||||||||
|
|
85,000 | 74,986 | - | 159,986 | ||||||||||||
|
|
80,000 | 74,986 | - | 154,986 | ||||||||||||
|
|
85,000 | 74,986 | - | 159,986 | ||||||||||||
|
|
90,000 | 74,986 | - | 164,986 | ||||||||||||
| (1) |
This column represents the aggregate grant date fair value of restricted stock granted in 2024, computed in accordance with ASC 718. On |
| (2) |
As of |
Director Compensation Limit
We have a stockholder-approved
Director Stock Ownership Guidelines and Insider Trading Policy
The Company's stock ownership guidelines are designed to encourage our executive officers and our non-employee directorsto achieve and maintain a significant equity stake in the Company and closely align their interests with those of our stockholders. The stock ownership guidelines call for each non-employee directorto own shares of our common stock having a value equal to at least five times the non-employee director'sregular annual cash board service retainer within five years from the date they become subject to the share ownership guidelines. Until these minimums are achieved, each non-employee directorshall retain 50% of the shares that he or she earns upon vesting of his or her restricted shares during the five-year initial compliance period, and 100% thereafter.
As of
Table of Contents
General Information
Principal Stockholders
The following table sets forth information regarding the beneficial ownership of our common stock as of
| ◾ |
each of our Directors and NEOs; |
| ◾ |
all Directors and executive officers as a group; and |
| ◾ |
each person who is known to own beneficially more than 5% of our common stock. |
In accordance with
| ◾ |
all shares the stockholder actually owns beneficially or of record; |
| ◾ |
all shares over which the stockholder has or shares voting or investment power; and |
| ◾ |
all shares the stockholder has the right to acquire within 60 days. |
Unless otherwise indicated, all shares are or will be owned directly, and the indicated person has or will have sole voting and/or investment power. Unless otherwise indicated, the address of each person listed in the table is c/o
Beneficial ownership is determined in accordance with the rules of the
| Shares Beneficially Owned | ||||||||
|
|
Number | Percent | ||||||
|
5% Stockholders: |
||||||||
|
|
14,128,075 | 36.1% | ||||||
|
|
3,877,476 | 9.9% | ||||||
|
|
3,841,718 | 9.8% | ||||||
|
|
2,303,087 | 5.9% | ||||||
|
Named Executive Officers and Directors: |
||||||||
|
|
263,828 | * | ||||||
|
|
28,750 | * | ||||||
|
|
9,430 | * | ||||||
|
|
21,677 | * | ||||||
|
|
28,679 | * | ||||||
|
|
7,253 | * | ||||||
|
|
27,274 | * | ||||||
|
|
15,001,707 | 38.3% | ||||||
|
|
13,556 | * | ||||||
|
|
31,070 | * | ||||||
|
|
24,070 | * | ||||||
|
|
19,070 | * | ||||||
|
All executive officers and Directors as a group (12 persons) |
15,476,364 | 39.5% | ||||||
| * |
Indicates beneficial ownership of less than 1%. |
| (1) |
|
| (2) |
Based on information set forth in a Schedule 13G filed with the |
Table of Contents
General Information
| (3) |
Based on information set forth in a Schedule 13G/A filed with the |
| (4) |
Based on information set forth in a Schedule 13G/A filed with the |
| (5) |
Includes 1,000 shares issuable upon the vesting of 1,000 RSUs on |
| (6) |
Includes 2,000 shares issuable upon the vesting of 2,000 RSUs on |
| (7) |
Includes 2,000 shares issuable upon the vesting of 2,000 RSUs on |
| (8) |
Includes 2,303 shares issuable upon the vesting of 2,303 RSUs on |
| (9) |
Includes (i) 24,971 shares held by the |
| (10) |
Comprised of (i) 14,128,075 shares held by |
| (11) |
Includes 2,303 shares issuable upon the vesting of 2,303 RSUs on |
| (12) |
Includes (i) 28,767 shares held by the Nicholas F. McClanahan Trust U/A |
| (13) |
Includes (i) 1,800 shares held by |
| (14) |
Includes (i) 8,337 shares held by |
Table of Contents
General Information
Certain Relationships and Related Party Transactions
Since
Relationship with
The following are certain related party transactions between
Under the agreement, we were able to use MMC's services for a fixed term established on a service-by-servicebasis. We have extended certain services by mutual written agreement. We may terminate the agreement or any of the specified services for any reason with 60 days prior written notice to MMC. We do not have any obligation to continue to use MMC's services after the agreement expires. Generally, each party agreed to indemnify the other party and their respective directors, officers, employees, and agents against losses resulting from the transition services, except to the extent of the service provider's gross negligence or intentional misconduct, not to exceed the amount of fees paid to the service provider.
We occasionally represent MMC or its affiliates in sales and financing transactions and receive real estate brokerage commissions and financing fees from MMC or its affiliates for these transactions. In 2024, we recorded real estate brokerage commissions and financing fees of
We lease our office in
Agreements with Management
For information about compensation arrangements with our management, see "Compensation of the Named Executive Officers and Directors."
Policies and Procedures for Related Party Transactions
Our Board adopted a written related person transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships in which we were or are to be a participant, the amount involved exceeds
Table of Contents
General Information
Information About the 2025 Annual Meeting of Stockholders
The Annual Meeting will be held virtually on
| Record Date | ||
| Quorum | Holders of a majority of the voting power of all issued and outstanding shares on the record date must be present at the Annual Meeting or represented by proxy. | |
| Shares Outstanding | 39,138,040 shares of common stock outstanding as of |
|
| Voting by Proxy | Internet, telephone, or mail | |
| Voting at the Meeting | We encourage stockholders to vote in advance of the Annual Meeting, even if they plan to attend the Annual Meeting virtually. In order to vote in advance, proxies submitted by Internet or telephone must be received by |
|
| Changing Your Vote | Stockholders of record may revoke their proxy at any time before the polls close by submitting a later-dated proxy card, by voting using the Internet at the Annual Meeting, by delivering instructions to our Corporate Secretary before the Annual Meeting, or by voting again using the Internet or by telephone before the cut-offtime. 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. | |
| Votes Required to Adopt Proposals | Each share of our common stock outstanding on the record date is entitled to one vote for each of the three director nominees and one vote for each of the other proposals. The election of Directors is determined by a plurality of votes. All other proposals are determined by a majority of votes cast affirmatively or negatively. | |
| Effect of Abstentions and Broker Non-Votes | Shares voting "withhold" have no effect on the election of Directors. For all other proposals, abstentions, and broker non-votes(shares held by brokers that do not have discretionary authority to vote on a matter and have not received voting instructions from their clients) have no effect. If you are a beneficial holder and do not provide specific voting instructions to your broker or custodian of your shares, | |
Table of Contents
General Information
| your broker or custodian will not be authorized to vote on any of the matters other than the ratification of the appointment of |
||
| Voting Instructions | If you complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you are a stockholder of record and you submit proxy voting instructions but do not direct how to vote on each proposal, the persons named as proxies will vote as the Board recommends on each proposal. The persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their best judgment. Our Bylaws set forth requirements for advance notice of nominations and agenda items for the Annual Meeting, and we have not received timely notice of any such matters that may be properly presented for voting at the Annual Meeting, other than the items from the Board described in this Proxy Statement. | |
| Voting Results | We will announce preliminary results at the Annual Meeting. We will report final results in a filing with the |
|
| Access and Log-in Instructionsfor Virtual Annual Meeting |
To be admitted to the Annual Meeting, go to https://web.lumiconnect.com/204691330 and enter the 11-digitcontrol number included in the proxy materials that were previously distributed to you and the password "Mm2025". Online access to the Annual Meeting will open at 1:00 p.m. Pacific Time to allow time for you to log-inprior 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 controlnumber and cannot log-inas 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. |
|
Table of Contents
General Information
|
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 Attn: Proxy Tabulation Department 6201 15th Avenue Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m., EasteTime, on April 17, 2025. You will receive a confirmation of your registration by email after we receive your registration materials. |
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| For questions regarding: |
Contact: |
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| Annual meeting |
Attention: Corporate Secretary 23975 (818) 212-2250 |
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| Stock ownership for registered holders |
6201 15th Avenue, 3rd Floor (800) 937-5449 www.amstock.com |
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| Stock ownership for beneficial holders |
Please contact your broker, bank, or other nominee |
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General Information
Meeting Admission
You are entitled to attend the Annual Meeting virtually only if you were a holder of our common stock as of the close of business on March 12, 2025 or hold a valid proxy for the Annual Meeting.
Proxy Solicitation
This solicitation is made by our Board on the Company's behalf. We will bear the expense of soliciting proxies. Our Directors, officers, and other employees, without additional compensation, may also solicit proxies personally or in writing, by telephone, email, facsimile, or otherwise. We have engaged
Inspector of Elections
EQ has been engaged as our independent inspector of elections to tabulate stockholder votes for the Annual Meeting.
Stockholder List
The names of stockholders of record as of March 12, 2025 that are entitled to vote will be available for inspection by stockholders of record for ten (10) days prior to the 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,
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General Information
Information Referenced in This Proxy Statement
The content of the websites referred to in this Proxy Statement are not incorporated by reference into this Proxy Statement.
Other Matters
Delinquent Section 16(a) Reports.
Section 16(a) of the Exchange Act requires our Directors and executive officers, among others, to file with the
2026 Stockholder Proposals or Nominations.
Pursuant to Rule 14a-8under the Exchange Act, some stockholder proposals may be eligible for inclusion in the Proxy Statement for our 2026 Annual Meeting of Stockholders. These stockholder proposals must be submitted, along with proof of ownership of our stock in accordance with Rule 14a-8(b)(2),to our principal executive office, 23975 Park Sorrento, Suite 400,
In addition, under our Bylaws, any stockholder intending to nominate a candidate for election to the Board or to propose any business at our 2026 Annual Meeting of Stockholders, other than proposals presented under Rule 14a-8,must give notice to our Corporate Secretary between January 1, 2026 and January 31, 2026, unless the notice also is made pursuant to Rule 14a-8.The notice must include certain information specified in our Bylaws, including information concerning the nominee or proposal, as the case may be, and information about the stockholder's ownership of and agreements related to our stock. If the 2026 Annual Meeting of Stockholders is held more than 30 days before or after the anniversary of the 2025 Annual Meeting of Stockholders, the stockholder must submit notice of any such nomination and of any such proposal that is not made pursuant to Rule 14a-8by the later of the 90th day before the 2026 Annual Meeting of Stockholders or the 10th day following the day on which public announcement of the date of such meeting is first made.
In addition to satisfying the advance notice requirements under our bylaws, stockholders who intend to solicit proxies in support of director nominees other than the company's nominees must comply with the additional requirements of Rule 14a-19.We will not entertain any proposals or nominations at the 2026 Annual Meeting of Stockholders that do not meet the requirements set forth in our Bylaws. If the stockholder does not also comply with the requirements of Rule 14a-4(c)(2)under the Exchange Act, we may exercise discretionary voting authority under proxies that we solicit to vote in accordance with our best judgment on any such stockholder proposal or nomination.
March 19, 2025
By Order of the Board of Directors,
President and Chief Executive Officer
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General Information
Special Note Regarding Forward-Looking Statements
This proxy statement includes forward-looking statements, including statements regarding the company's business outlook, strategies and industry position, and the market environment. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Please see our 2024 Annual Report on Form 10-K,which was filed with the
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders of
To Be Held On:
Thursday, May 1, 2025 at 2:00 p.m. Pacific Time
virtually at https://web.lumiconnect.com/204691330 (password: Mm2025)
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We
encourage you to access and review all of the important information contained in the proxy materials before voting.
If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a
copy. To facilitate timely delivery, please make the request as instructed below before April 17, 2025.
Please visit http://www.astproxyportal.com/ast/18576, where the following materials are available for view:
• Notice of Annual Meeting of Stockholders
• Proxy Statement
• Form of Electronic Proxy Card
• Annual Report on Form 10-K
TO OBTAIN TELEPHONE: 888-Proxy-NA (888-776-9962) or 201-299-6210 (for international callers)
PROXY MATERIALS: E-MAIL: help@equiniti.com
WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials
TO VOTE: ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen
instructions or scan the QR code with your smartphone. You may enter your voting instructions at
www.voteproxy.com up until 11:59 p.m. EasteTime the day before the meeting date.
VIRTUALLY AT THE MEETING: The company will be hosting the meeting live via the Internet this year.
To attend the meeting via the Internet please visit https://web.lumiconnect.com/204691330 (password:
Mm2025) and be sure to have your control number available.
TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain
the toll free number to call. You may vote by telephone until 11:59 p.m EasteTime the day before the
meeting date.
MAIL: You may request a proxy card by following the instructions above.
1. Election of three class III directors.
2. To ratify the appointment of
registered public accounting firm for the year ending December 31, 2025.
3. To approve, on an advisory basis, the compensation of the Company's named
executive officers as disclosed in the proxy statement.
4. To indicate, on an advisory basis, the preferred frequency of stockholder advisory
votes on the compensation of the Company's named executive officers.
5. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
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ANNUAL MEETING OF STOCKHOLDERS OF MARCUS & MILLICHAP, INC. May 1, 2025 PROXY VOTING INSTRUCTIONS INTERNET - Access "www.voteproxy.com" and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in
Attachments
Disclaimer
Proxy Statement (Form DEF 14A)
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