Compass (COMP) Proxy filing summary

Executive summary

• Achieved record 2025 revenue of $6.96B, up 23.7% YoY, and reduced net loss to $58.5M from $154.4M in 2024, with positive free cash flow for the second consecutive year at $203.3M.

• Closed the Anywhere Real Estate acquisition in early 2026, expanding national presence and accelerating growth in franchise, title, and integrated services.

• Focused on disciplined cost management, margin expansion, and technology platform enhancements to drive future growth.

• Board and management express confidence in continued strategic execution and long-term value creation.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class II directors (Allan Leinwand, Charles Phillips, Pamela Thomas-Graham) for terms expiring in 2029.

• Proposal 2: Ratify PricewaterhouseCoopers LLP as independent auditor for 2026.

• Proposal 3: Advisory vote to approve 2025 executive compensation (Say-on-Pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight directors, seven of whom are independent; CEO serves as Chair, with a Lead Independent Director.

• Board divided into three staggered classes; annual self-evaluations and succession planning conducted.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Strong governance practices include stock ownership guidelines, clawback policy, and prohibition on hedging.