Compass, Inc.
For the period ended Apr 3, 2026. Filed Apr 3, 2026.
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Apr 3, 2026 · Filed Apr 3, 2026
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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. )
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| Filed by a Party other than the Registrant ☐ | |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ✓ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
Compass, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Letter to Stockholders
April 3, 2026
To our stockholders:
You are cordially invited to attend the 2026 annual meeting of stockholders (the"Annual Meeting") of Compass, Inc. ("Compass"), which will be held virtually on May 14, 2026 at 1:00 p.m. Eastern Time. Please see additional information about our Annual Meeting in the section entitled"Important Information About Annual Meeting" in the proxy statement.
2025 was a year of meaningful progress and strategic expansion for Compass.
In 2025, the residential real estate market continued to face elevated mortgage rates, affordability challenges, and constrained inventory levels. Despite these headwinds, the Compass team and the experienced real estate professionals affiliated with our owned brokerages and independent franchisees delivered another year of excellent results that strengthened the foundation of our business.
Compass is the number one residential real estate brokerage in the United States by sales volume. Importantly, we achieved strong financial results in 2025. Our Net Loss was $58.5 million, compared to $154.4 million in 2024, and we delivered record full‑year revenue of $6.96 billion, record Adjusted EBITDA(1) of $293.4 million, Operating Cash Flow of $216.7 million and positive Free Cash Flow(1) of $203.3 million, marking our second consecutive year of positive Free Cash Flow generation. We remained focused on cost discipline and operational efficiency while continuing to invest in expanding our agent base, integrating and scaling recent acquisitions, and strengthening our proprietary end‑to‑end technology platform.
During 2025, we also advanced key strategic initiatives, including the integration and expansion of the Christie’s International Real Estate affiliate business. This business continues to provide Compass with a scalable, higher‑margin revenue opportunity, enabling us to partner with leading independently operated brokerages across the country.
Looking forward to 2026, we enter the year with strong momentum and a clear strategic roadmap.
Early in 2026, we closed the Anywhere Real Estate transaction, significantly expanding our national presence, accelerating our growth in the franchise, title and integrated services sectors, and strengthening our ability to serve real estate professionals across varied business models. As we integrate Anywhere into Compass, we are focused on capturing planned synergies, operating with discipline, and ensuring a seamless experience for real estate professionals and their clients, franchisees, and partners.
Despite the significant events that have taken place over the past few months, our playbook remains largely unchanged: we will continue to maintain disciplined cost management, grow through organic and inorganic means, expand margins through attach‑rate improvement and scaling higher‑margin businesses, and strengthen our technology platform to deliver differentiated outcomes for real estate professionals and clients. As we execute this playbook and the housing market normalizes, we believe we can drive significant top-and-bottom-line growth for our stockholders.
We rely on the extraordinary efforts of employees and real estate professionals and guidance of our Board of Directors.
I want to thank the entire Compass team for their dedication and resilience during another demanding year in the residential real estate industry. I also extend my gratitude to the Board for its continued leadership and support as we pursue our vision for the future of residential real estate.
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
(1) See "Annex" for definitions and a reconciliation of GAAP to non-GAAP measures.
Notice of Annual Meeting of Stockholders
| DATE AND TIME | VIRTUAL MEETING | RECORD DATE |
|---|---|---|
| May 14, 20261:00 pm E.T. | This year’s meeting will be held virtually: www.virtualshareholdermeeting.com/COMP2026 | March 17, 2026 |
| ITEMS OF BUSINESS | BOARD VOTINGRECOMMENDATION |
|---|---|
| Proposal No. 1: Elect three Class II director nominees, Allan Leinwand, Charles Phillips and Pamela Thomas-Graham, to serve on the Board of Directors until the 2029 annual meeting of stockholders. | FOR each director nominee |
| Proposal No. 2: Ratify the appointment of PricewaterhouseCoopers LLP as our independent public accounting firm for 2026. | FOR |
| Proposal No. 3: Approve, on an advisory (non-binding) basis, the 2025 compensation paid to our named executive officers as described in more detail in the proxy statement (the "Say-on-Pay Vote"). | FOR |
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 3, 2026.
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:
| VIA THE INTERNET | BY TELEPHONE | BY MAIL | AT THE VIRTUAL MEETING |
|---|---|---|---|
| Visit www.proxyvote.com | Call the telephone number listed on your proxy card | Complete, date, sign and return your proxy card or voting instruction form in the enclosed envelope | Vote your shares during the virtual meeting at www.virtualshareholdermeeting.com/COMP2026 |
By Order of the Board of Directors,
Chief Legal Officer and Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials. Our proxy statement and 2025 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 | 1 |
|---|---|
| PROPOSAL 1: ELECTION OF DIRECTORS | 2 |
| Biographies for Class II Director Nominees | 3 |
| Biographies for Continuing Directors | 6 |
| OUR CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 11 |
| Corporate Governance Highlights | 11 |
| Board of Directors Composition | 11 |
| Our Board of Directors | 12 |
| Director Independence | 14 |
| Board Governance Structure | 14 |
| Evaluating Director Nominees | 16 |
| Board Committees | 16 |
| Board and Committee Meetings and Attendance | 18 |
| Role of the Board of Directors in Risk Oversight | 19 |
| Board of Directors and Committee Self-Evaluations | 19 |
| Executive Succession Planning | 20 |
| Corporate Governance Guidelines and Code of Ethics | 20 |
| Insider Trading, Hedging and Pledging Policies | 20 |
| Director Compensation | 21 |
| RELATED PARTY TRANSACTIONS | 23 |
| CORPORATE RESPONSIBILITY HIGHLIGHTS | 24 |
| PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2026 | 25 |
| AUDIT COMMITTEE REPORT | 26 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 28 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 30 |
| PROPOSAL 3: ADVISORY VOTE TO APPROVE 2025 NAMED EXECUTIVE OFFICER COMPENSATION | 31 |
| COMPENSATION DISCUSSION AND ANALYSIS | 32 |
| Compensation Philosophy, Objectives and Design | 33 |
| Our Compensation Best Practices | 34 |
| Components of 2025 NEO Compensation | 35 |
| How Our Compensation is Determined | 43 |
| Other Compensation Practices and Policies | 45 |
| COMPENSATION COMMITTEE REPORT | 47 |
| COMPENSATION TABLES | 48 |
| Summary Compensation Table | 48 |
| Grants of Plan-Based Awards in 2025 | 49 |
| Outstanding Equity Awards | 51 |
| Option Exercises and Stock Vested in 2025 | 53 |
| Nonqualified Deferred Compensation for 2025 | 54 |
| Potential Payments upon Termination or Change in Control | 55 |
| CEO Pay Ratio | 59 |
| Pay Versus Performance | 60 |
| Equity Compensation Plan Information | 64 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 65 |
| OTHER MATTERS | 71 |
| Annex | 72 |
| Proxy Card | 76 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.