Marcus & Millichap (MMI) Proxy Filing summary

Executive summary

• Achieved 14% increase in transaction volume to nearly $50 billion and 8% revenue growth to $696 million in 2024, despite market headwinds from high interest rates and inflation.

• Ended 2024 with $394 million in cash and no debt; returned over $170 million to shareholders since 2022 via dividends and share repurchases.

• Strategic investments in talent, technology, and new services, including an auction division and AI-based financial modeling startup, position the firm for future growth.

• Management remains focused on operational excellence, capital allocation, and expanding client relationships in anticipation of market recovery.

Voting matters and shareholder proposals

• Election of three Class III directors for three-year terms.

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Advisory vote to approve executive compensation (say-on-pay).

• Advisory vote on frequency of say-on-pay, with Board recommending annual votes.

Board of directors and corporate governance

• Board consists of eight directors, six of whom are independent; separate CEO and Chair roles.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, and Executive, all with independent chairs.

• Annual board and committee self-assessments; 100% attendance at meetings in 2024.

• Stock ownership guidelines and policies prohibiting hedging, short selling, and pledging of stock.