Compass Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

Compass, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Letter to Stockholders

April 18, 2024

To our stockholders:

You are cordially invited to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Compass, Inc. (“Compass”), which will be held virtually on Wednesday, June 5, 2024 at 11:30 a.m. Eastern Time. Please see additional information about our Annual Meeting in the section entitled “Important Information About Annual Meeting” in the proxy statement.

2023 was a year of challenges and opportunities for Compass.

In 2023, full year home sales were the lowest since 1995, and the residential real estate market faced several macroeconomic headwinds such as soaring mortgage rates, high home prices and lack of inventory. Despite these challenges, our team of experienced, professional agents worked hard and delivered excellent results. For the third year in a row, Compass has been named the number one brokerage in the United States by sales volume.

We remained focused on aggressively controlling our operating expenses to adapt and drive operating efficiencies in our business while still investing in growing our agent base organically and through acquisition, investing in improving and expanding our proprietary end-to-end technology platform and building upon our strong culture with a successful return-to-office campaign. We significantly reduced our operating expenses and improved our free cash flow in 2023, a year during which we saw significantly less revenue compared to 2022. We believe this is allowing us to set the stage for achieving our goal of being free cash flow positive in 2024 and helping us to expand as market conditions improve. As we enter 2024, we continue to invest in the business and plan to drive further efficiencies.

Looking forward to the future, we believe that the worst of the residential downturn of 2022 and 2023 is behind us.

While we expect that 2024 will be better than both 2023 and 2022, which saw declines in residential real estate transactions of 19% and 18%, respectively, there is still uncertainty resulting from the unpredictable macroeconomic environment. Interest rates, which have remained high in 2024, continuing to negatively impact the affordability of homes and available inventory. However, we remain cautiously optimistic that interest rates will eventually begin to come down as indicated by the Federal Reserve Board this year.

With more agents, an unparalleled technology platform, and an efficient cost base that allows us to still invest in the business, we believe that we have positioned Compass to positively capitalize on 2024 and beyond. We remain laser focused on what we can control and remain diligent in our continued ability to contain our operating expenses while delivering an unmatched agent experience.

We rely on the efforts of our employees and agents and guidance from our Board of Directors.

I want to thank the entire Compass team of employees and agents who worked tirelessly in these difficult times. Their incredible dedication, passion and deep commitment to our mission and purpose have allowed us to enter 2024 and beyond with the confidence that we have a strong foundation for future success.

On behalf of our entire Board of Directors and employee team, I also want to thank Jeffrey Housenbold, our longest serving Board member, for his years of important service and his many contributions to Compass. Mr. Housenbold will not be standing for re-election to our Board of Directors and will leave the Board effective at our 2024 Annual Meeting.

Thank you for your support of our company. Your vote is important.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. As an alternative to voting at the Annual Meeting, you may vote prior to the Annual Meeting via the internet, by telephone, or by mail. Voting by any of these methods will ensure your representation at the Annual Meeting. We look forward to seeing you at the Annual Meeting.

On behalf of the Board of Directors, management and employees of Compass, I thank you for your continued support.

Sincerely,Robert L. ReffkinRobert L. ReffkinChairman of the Board of Directors and Chief Executive Officer

Notice of Annual Meeting of Stockholders

Stockholders will also consider such other business as may properly be presented before the annual meeting or any adjournment thereof.

This notice, proxy statement and voting instructions are being mailed to stockholders beginning on or about April 18, 2024.

Your vote is important. Regardless of whether you plan to attend the live virtual meeting, we encourage you to vote as soon as possible in one of the following ways:

By Order of the Board of Directors,

General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials. Our proxy statement and 2023 annual report on Form 10-K are available at http://www.proxyvote.com. You are encouraged to access and review all the important information contained in these materials before voting.

Table of Contents

Important Information About Annual Meeting

Our 2024 annual meeting of stockholders (the “Annual Meeting”) will be conducted in a virtual only format, via live video webcast. We believe the virtual meeting format for the Annual Meeting encourages attendance and participation by a broader group of stockholders, while also reducing the costs and environmental impact associated with an in-person meeting.

Participating in the Virtual Annual Meeting

•Instructions on how to attend the virtual Annual Meeting are posted at www.virtualshareholdermeeting.com/COMP2024.

•You may log in to the meeting platform beginning at 11:15 a.m. Eastern Time on June 5, 2024. The meeting will begin promptly at 11:30 a.m. Eastern Time.

•You will need your 16-digit control number included in the notice of internet availability of proxy materials or on your proxy card (if you received a printed copy of the proxy materials) to access the live video webcast of the Annual Meeting.

•Stockholders of record and beneficial owners as of the record date, April 8, 2024, may vote their shares electronically during the Annual Meeting.

•If, on the date of the Annual Meeting, you encounter any technical difficulties accessing the Annual Meeting while you are logging in or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.