COMPASS, INC., DEF 14A filed on 4/4/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Compass, Inc.
Entity Central Index Key 0001563190
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Year(1)
Summary Compensation Table Total for CEO(2)
Compensation Actually Paid to CEO(2)(3)
Average Summary Compensation Table Total for Non-CEO NEOs(4)
Average Compensation Actually Paid to Non-CEO NEOs(3)(4)
Value of Initial Fixed $100 Investment Based On:Net Income (Loss)
(in millions)
Company Selected Measure - Free Cash Flow(7)
(in millions)
Total Shareholder Return(5)
Peer Group Total Shareholder Return(6)
2024$14,951,990 $21,762,272 $1,632,815 $3,270,065 $29.03 $34.39 $(154.5)$105.8 
2023$7,678,320 $4,618,991 $2,969,135 $3,012,025 $18.66 $34.36 $(320.1)$(37.1)
2022$411,156 $(86,430,991)$2,871,847 $(1,132,030)$11.56 $23.05 $(601.5)$(361.8)
2021$89,915,376 $29,387,757 $2,442,874 $25,732 $45.11 $67.17 $(494.1)$(78.7)
      
Named Executive Officers, Footnote Robert Reffkin is the CEO for purposes of calculating the amounts in each applicable year.The names of the non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Kalani Reelitz and Bradley Serwin; (ii) for 2023, Kalani Reelitz, Greg Hart and Bradley Serwin; (iii) for 2022, Kristen Ankerbrandt, Kalani Reelitz, Greg Hart, Neda Navab, Priyanka Singh, Joseph Sirosh and Danielle Wilkie; and (iv) for 2021, Kristen Ankerbrandt, Greg Hart, Neda Navab and Priyanka Singh.      
Peer Group Issuers, Footnote The amounts disclosed represent the value of an investment of $100 in a peer group index at the end of each period presented assuming the investment was made on April 1, 2021, which was the date of the Company's IPO. The total shareholder return applied to each investment period is calculated using a peer group index that represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the same as the peer group used in our Annual Report and includes the following companies: Zillow Group, Inc. (ZG), Redfin Corp (RDFN), Opendoor Technologies Inc. (OPEN), EXP World Holdings, Inc. (EXPI), and Anywhere Real Estate Inc. (HOUS), formerly Realogy Holdings Corp. (RLGY).      
PEO Total Compensation Amount $ 14,951,990 $ 7,678,320 $ 411,156 $ 89,915,376
PEO Actually Paid Compensation Amount $ 21,762,272 4,618,991 (86,430,991) 29,387,757
Adjustment To PEO Compensation, Footnote None of our NEOs participate in a pension plan; therefore, we did not report a change in pension value for any of the years reflected in this table, and a deduction from the Summary Compensation Table total related to pension value is not needed. A reconciliation of Total Compensation from the Summary Compensation Table to compensation actually paid to our CEO and our non-CEO NEOs (as an average) is shown below:
2024
Adjustments:CEO ($)Average of Non-CEO NEOs ($)
Total Compensation as reported in Summary Compensation Table (SCT)$14,951,990 $1,632,815 
Adjustments for stock and option awards (a):
(Subtraction): Stock and option awards amounts as reported in SCT(12,251,990)(463,008)
Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end19,062,272 231,113 
Addition (Subtraction): Change in fair value of awards from prior fiscal year and to the fiscal year end which were granted in any prior fiscal year that are outstanding and unvested at year end— 1,034,730 
Addition: Vesting date fair value of awards granted and vesting during such year— 663,297 
Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year— 171,118 
(Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during such year— — 
Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year— — 
Compensation Actually Paid (as calculated)$21,762,272 $3,270,065 
(a) The fair values of the stock and option awards were calculated using valuation assumptions in accordance with ASC 718 including: (i) the fair value of RSU awards was calculated using the closing price of our common stock as of the vesting date or last day of the applicable fiscal year; (ii) the fair value of performance based vesting awards was estimated using a Monte Carlo Simulation method; and (iii) the fair value of options was estimated using the Black-Scholes option-pricing model.
      
Non-PEO NEO Average Total Compensation Amount $ 1,632,815 2,969,135 2,871,847 2,442,874
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,270,065 3,012,025 (1,132,030) 25,732
Adjustment to Non-PEO NEO Compensation Footnote None of our NEOs participate in a pension plan; therefore, we did not report a change in pension value for any of the years reflected in this table, and a deduction from the Summary Compensation Table total related to pension value is not needed. A reconciliation of Total Compensation from the Summary Compensation Table to compensation actually paid to our CEO and our non-CEO NEOs (as an average) is shown below:
2024
Adjustments:CEO ($)Average of Non-CEO NEOs ($)
Total Compensation as reported in Summary Compensation Table (SCT)$14,951,990 $1,632,815 
Adjustments for stock and option awards (a):
(Subtraction): Stock and option awards amounts as reported in SCT(12,251,990)(463,008)
Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end19,062,272 231,113 
Addition (Subtraction): Change in fair value of awards from prior fiscal year and to the fiscal year end which were granted in any prior fiscal year that are outstanding and unvested at year end— 1,034,730 
Addition: Vesting date fair value of awards granted and vesting during such year— 663,297 
Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year— 171,118 
(Subtraction): Fair value at end of prior year of awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during such year— — 
Addition: Dividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the total compensation for the covered year— — 
Compensation Actually Paid (as calculated)$21,762,272 $3,270,065 
(a) The fair values of the stock and option awards were calculated using valuation assumptions in accordance with ASC 718 including: (i) the fair value of RSU awards was calculated using the closing price of our common stock as of the vesting date or last day of the applicable fiscal year; (ii) the fair value of performance based vesting awards was estimated using a Monte Carlo Simulation method; and (iii) the fair value of options was estimated using the Black-Scholes option-pricing model.
      
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and Total Shareholder Return
We present our CEO's and average non-CEO NEO's compensation actually paid for 2021, 2022, 2023 and 2024 in comparison with the TSR on a hypothetical $100 investment in our stock made on April 1, 2021 and the hypothetical $100 investment in our peer group's stock as of the same date. We then show how our return and the peer group changed over time so that you can view the change in pay with the change in return.
2025-03-26 09_37_06-Chart Support 2025 - Excel.jpg
      
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income (Loss)
We present our CEO's and average non-CEO NEO’s compensation actually paid for 2021, 2022, 2023 and 2024 in comparison with the Company’s net loss over the same periods.
netloss Chart Support 2025 - Excel.jpg
      
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid and Free Cash Flow
We present our CEO's and non-CEO NEO’s pay for 2021, 2022, 2023 and 2024 in comparison with the Company’s Free Cash Flow over the same periods.
2025-03-26 09_40_29-Chart Support 2025 - Excel.jpg
      
Tabular List, Table
Free Cash Flow
Adjusted EBITDA
Non-GAAP OPEX
Stock Price
Net Principal Agent Adds*
      
Total Shareholder Return Amount $ 29.03 18.66 11.56 45.11
Peer Group Total Shareholder Return Amount 34.39 34.36 23.05 67.17
Net Income (Loss) $ (154,500,000) $ (320,100,000) $ (601,500,000) $ (494,100,000)
Company Selected Measure Amount 105,800,000 (37,100,000) (361,800,000) (78,700,000)
PEO Name Robert Reffkin Robert Reffkin Robert Reffkin Robert Reffkin
Additional 402(v) Disclosure Our reporting begins in 2021, due to our IPO on April 1, 2021.The amounts disclosed represent the value of an investment of $100 in Compass common stock at the end of each period presented assuming the investment was made on April 1, 2021, which was the date of the Company's IPO.
While we utilize several performance measures to align executive compensation with performance, not all of those measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay Versus Performance table.
In particular, our CEO’s compensation actually paid, as reported in the Pay Versus Performance table, was $4.6 million in 2023 and increased to $21.8 million in 2024. The increase in compensation actually paid in 2024 was driven by Mr. Reffkin's time-based RSU award granted in January 2024, however this time-based RSU award will vest over a four-year period, not all in 2024.
      
Measure:: 1        
Pay vs Performance Disclosure        
Name Free Cash Flow      
Non-GAAP Measure Description Our Company-selected measure is Free Cash Flow, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we used to link compensation actually paid to our NEOs for fiscal 2024 to our Company’s performance. See "Annex" for the definition of Free Cash Flow and a reconciliation of GAAP to non-GAAP measures.      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
Measure:: 3        
Pay vs Performance Disclosure        
Name Non-GAAP OPEX      
Measure:: 4        
Pay vs Performance Disclosure        
Name Stock Price      
Measure:: 5        
Pay vs Performance Disclosure        
Name Net Principal Agent Adds*      
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (12,251,990)      
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 19,062,272      
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (463,008)      
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 231,113      
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,034,730      
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 663,297      
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 171,118      
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0      
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The Company does not have any formal policy that requires it to grant, or avoid granting, equity awards at certain times. The Compensation Committee generally approves annual equity awards for non-CEO NEOs as part of the Company's annual or mid-year performance cycles for all employees. At times, when NEO compensation decisions are made outside of the Company's annual or mid-year performance cycle, our independent directors and the Compensation Committee may approve equity awards for NEOs as needed. For example, our independent directors approved Mr. Reffkin's 2023 and 2024 equity awards in December of 2023. However, equity awards are never timed to relate to the price of our common stock nor to correspond with the release of material non-public information. Grants to new employees, including potential NEOs, are typically approved as part of the Company's ordinary course monthly equity granting process following the employee’s start date.
Award Timing Method The Company does not have any formal policy that requires it to grant, or avoid granting, equity awards at certain times. The Compensation Committee generally approves annual equity awards for non-CEO NEOs as part of the Company's annual or mid-year performance cycles for all employees. At times, when NEO compensation decisions are made outside of the Company's annual or mid-year performance cycle, our independent directors and the Compensation Committee may approve equity awards for NEOs as needed. For example, our independent directors approved Mr. Reffkin's 2023 and 2024 equity awards in December of 2023.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered However, equity awards are never timed to relate to the price of our common stock nor to correspond with the release of material non-public information.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true