CBRE GROUP INC

Performance Measures

The most important financial performance measures that we use to link executive compensation actually paid to the NEOs for the most recently completed fiscal year to our performance are as follows:

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Core Earnings per share (Core EPS)

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Core EBITDA

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Segment Operating Profit

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Relative TSR

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Relative Adjusted EPS Growth

Core EPS was selected as the company-selected measure for the Pay versus Performance table below because it has the strongest alignment with long-term shareholder value. Core EPS is used to determine the number of shares earned in 50% of our performance-based RSU program, which comprises a significant portion of our NEOs’ target pay opportunities.

2024 Pay Versus Performance Table

The table below shows the following information for the past five fiscal years: (i) “total” compensation for our NEOs for purposes of the “Summary Compensation Table” and shown on an average basis for the non-CEO NEOs; (ii) the “Compensation Actually Paid” (CAP) to our NEOs (calculated using rules required by the SEC) and shown on an average basis for the non-CEO NEOs; (iii) our total shareholder return (TSR); (iv) the TSR of our peer group; (v) our GAAP Net Income; and (vi) our Core EPS. CAP does not represent the value of cash and shares of the company’s common stock received by the NEOs during the applicable year, but rather is an amount calculated under SEC rules and includes, among other things, year-over-year changes in the value of unvested equity-based awards. As a result of the calculation methodology required by the SEC, the CAP amounts in the table below differ from compensation actually received by the NEOs and the compensation decisions described in the“Compensation Discussion and Analysis” discussion in this Proxy Statement.

(1)

The CEO for each year reported was Robert E. Sulentic. The other NEOs for each year reported are as follows:

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2024: Emma E. Giamartino, Vikram Kohli, Chad J. Doellinger, Daniel G. Queenan and Chandra Dhandapani

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2023: Emma E. Giamartino, Chandra Dhandapani, John E. Durburg and Daniel G. Queenan

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2022: Emma E. Giamartino, Chandra Dhandapani, John E. Durburg, Michael J. Lafitte and Daniel G. Queenan

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2021: Emma E. Giamartino, Leah C. Stearns, Chandra Dhandapani, Michael J. Lafitte and Daniel G. Queenan

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2020: Leah C. Stearns, John E. Durburg, Michael J. Lafitte and Daniel G. Queenan

(2)

SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay Versus Performance table above. The following table details the applicable adjustments that that were made to determine CAP (all amounts are averages for the non-CEO NEOs)(A):

(A)

The fair values of unvested and outstanding equity awards to our NEOs were re-measured as of the end of each fiscal year, and as of each vesting date, during the 2020, 2021, 2022, 2023 and 2024 fiscal years. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant in accordance with ASC Topic 718.

(3)

TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2019. The Peer Group includes the following eight companies: JLL, a global commercial real estate services company publicly traded in the U.S., as well as the following companies that have significant commercial real estate or real estate capital markets businesses within the U.S. or globally, that in each case are publicly traded in the U.S. or abroad: Colliers International Group Inc. (CIGI), Cushman & Wakefield plc (CWK), ISS A/S (ISS), Marcus & Millichap, Inc. (MMI), Newmark Group Inc. (NMRK), Savills plc (SVS.L) and Walker & Dunlop, Inc. (WD).

Relationship Between CAP and Performance Measures

As shown in the Pay Versus Performance table above:

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CAP vs. CBRE’s TSR. Over the 2020-2024 period, our CEO and other NEOs’ CAP amounts were generally aligned with our TSR. CAP amounts were lower than Summary Compensation Table total compensation amounts in 2020 and 2022 when our TSR was relatively flat and negative, respectively. In contrast, CAP amounts were significantly higher than Summary Compensation Table total compensation amounts in 2021 and 2024 when our TSR was strongly positive. In 2023, our CEO and other NEOs’ CAP amounts were slightly lower than Summary Compensation Table total compensation amounts, despite our positive TSR, driven primarily by our Core EPS performance versus internal goals, which resulted in lower numbers of shares vesting in our performance-based RSU program. Nonetheless, CBRE’s TSR has a strong impact on CAP amounts because the majority of our NEOs’ executive compensation is in the form of equity (79% for our CEO and 64%, on average, for our other NEOs, excluding strategic equity awards).

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CAP vs. CBRE’s GAAP Net Income. Our GAAP Net Income is not correlated with CAP. The lack of correlation is primarily because CAP values for a given year are strongly influenced by year-over-year changes in our TSR, which do not always correlate to annual GAAP Net Income. In addition, GAAP Net Income is not a measure used in our incentive plans.

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CAP vs. CBRE’s Core EPS. Our Core EPS increased each year from 2020 to 2022, then declined in 2023, and increased again in 2024. CAP amounts fluctuated over the same time period, with lower CAP values in 2020 and 2022, and higher CAP values in 2021, 2023 and 2024. The lack of correlation is partly because CAP values for a given year are strongly influenced by year-over-year changes in our TSR, which do not always correlate to annual Core EPS. Also, in our annual performance-based RSU program, Core EPS has been measured against internally-established goals on a two-year cumulative basis for grants made in 2020-2023, and on a one-year basis for grants made in 2024. Because of the different measurement periods for the 2020-2023 awards (i.e., year-over-year change for CAP vs. two-year cumulative measurement for Core EPS in our annual performance-based RSU program), as well as the fact that the Core EPS goals are set versus internal budgets and not based on a fixed year-over-year growth rate, there is no correlation between Core EPS and CAP values for the five years shown in the table.

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CBRE’s TSR vs. Peer Group TSR. The company’s indexed TSR outperformed the Peer Group indexed TSR in each year of the five-year period measured.

This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of company or individual performance. In particular, our Compensation Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income for purposes of determining incentive compensation. For a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance, see the section titled “Compensation Discussion and Analysis” included elsewhere in this Proxy Statement.

All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any of our company filings with the SEC, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.