COMPASS INC CLASS A (COMP)
Sector: Real Estate
2026 Annual Meeting Analysis
COMPASS INC CLASS A · Meeting: May 14, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class II Director Nominees to Serve Until the 2029 Annual Meeting
Leinwand joined in May 2022 (less than 4 years of tenure), the company's 3-year stock return of +131% significantly outperforms the peer group median of +70% by +61 percentage points — well below the 65-point underperformance threshold required to trigger a negative vote — he holds no other public company board seats, and he attended at least 75% of meetings.
Phillips joined in August 2020 and the company's 3-year stock return of +131% outperforms the peer group median of +70% by +61 percentage points, far below the 65-point underperformance threshold needed to trigger a negative vote; he holds one other public company board seat (American Express), which is within the four-seat limit, and attended at least 75% of meetings.
Thomas-Graham joined in February 2020 and the company's strong 3-year outperformance of the peer group (+61 percentage points above median) does not trigger the underperformance threshold; she holds two other public company board seats (Bumble and Peloton), which is within the four-seat limit, and attended at least 75% of meetings.
All three Class II nominees — Leinwand, Phillips, and Thomas-Graham — clear every policy screen: Compass's 3-year stock return of +131% outperforms the disclosed compensation peer group median of +70% by +61 percentage points, which does not reach the 65-point threshold required to trigger a negative vote under the strong-positive-TSR band; no director is overboarded; all attended at least 75% of meetings; no familial relationships to management; and all independent directors sit only on appropriate committees.
Say on Pay
✓ FORCEO
Robert Reffkin
Total Comp
$10,656,460
Prior Support
95%%
CEO Robert Reffkin's total 2025 compensation of $10,656,460 — consisting of a $900,000 base salary, a $1,800,000 cash bonus (paid out at the maximum 200% of target due to free cash flow of $203.3 million far exceeding the $158.5 million maximum target), and approximately $7,955,210 in time-based stock awards — reflects a pay mix where roughly 92% is variable and at-risk, well above the 50–60% threshold the policy requires; the company's 3-year stock return of +131% substantially outperforms the disclosed peer group median of +70%, meaning above-benchmark incentive pay is fully justified by shareholder experience. The company maintains a clawback policy compliant with SEC and NYSE rules, received 95% shareholder support on last year's say-on-pay vote, and the bonus program uses free cash flow as its primary metric (75% weight) — a concrete, measurable financial result that is harder to manipulate than short-term earnings targets — with the remaining 25% tied to individual discretionary performance.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
12 yrs
Audit Fees
$2,630,000
Non-Audit Fees
$1,988,000
PwC has served as Compass's auditor since 2014 (approximately 12 years), which is well below the 25-year tenure threshold that would raise independence concerns; non-audit fees (audit-related fees of $1,449,000 plus tax fees of $200,000 plus other fees of $339,000, totaling $1,988,000) represent approximately 76% of core audit fees of $2,630,000, which exceeds the 50% policy threshold — however, the audit committee disclosed that the spike in audit-related fees was driven by a one-time acquisition (the Anywhere Real Estate merger), a context the policy directs us to note; PwC is a Big Four firm appropriate for a $5.2B market-cap company, and the audit committee affirmed all services are compatible with PwC's independence.
Actual Vote Results
Meeting held January 7, 2025
Other Proposals
Proposal 1
Approval of the issuance of Class A common stock of the Company to the Anywhere stockholders in connection with the Merger
Proposal 2
Approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies to adopt the Compass Share Issuance Proposal or ensure that any supplement or amendment to the Prospectus is provided to shareholders on a timely basis
Overall Assessment
The 2026 Compass annual meeting presents three standard proposals: all three Class II director nominees pass policy screens given the company's strong 3-year stock outperformance versus its peer group; the auditor ratification is supportable despite a temporarily elevated non-audit fee ratio driven by one-time acquisition activity; and the say-on-pay vote earns support given a heavily at-risk pay structure, maximum bonus payouts tied to genuinely strong free cash flow performance, and 95% shareholder approval in the prior year. No stockholder proposals appear on this ballot.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing