MARCUS & MILLICHAP INC (MMI)
Sector: Real Estate
2026 Annual Meeting Analysis
MARCUS & MILLICHAP INC · Meeting: April 30, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Lawrence has served since 2013 and her full tenure overlaps with severe underperformance: MMI's stock has fallen roughly 14% over three years while the company's own disclosed peer group gained about 57% on average — a gap of nearly 71 percentage points, far exceeding the 20-point trigger threshold for companies with negative absolute returns; the five-year record shows a similar pattern (MMI -19% vs peers +30%), so the longer track record does not provide a mitigant.
Mr. Nadji has served as a director since 2016 and, as CEO, bears direct accountability for the company's stock performance; MMI's shares have declined roughly 14% over three years while the company's own peer group rose about 57% on average, a gap of nearly 71 percentage points that far exceeds the policy's 20-point trigger, and the five-year record is similarly weak, eliminating any mitigating effect from a longer-term track record.
For Analysis
Both Class I director nominees — Norma J. Lawrence and Hessam Nadji — are subject to an AGAINST vote under the TSR underperformance trigger. MMI's three-year stock return of approximately -14% trails its own disclosed peer group median of roughly +57% by about 71 percentage points, well above the 20-point threshold that applies when a company's absolute three-year return is negative. The five-year record does not provide a mitigant, as the gap there also exceeds the threshold. Both directors have tenures that substantially overlap the underperformance period.
Say on Pay
✓ FORCEO
Hessam Nadji
Total Comp
$6,273,083
Prior Support
92%%
The prior year Say on Pay vote received approximately 92% support, well above the 70% threshold that would require a corrective response, and the program structure passes key policy screens: roughly 89% of the CEO's target pay is variable or at-risk, the company introduced performance stock awards for the first time in 2025 (tied to three-year revenue and adjusted EBITDA goals, paying out 0–200% of target), actual bonuses were paid at 66–72% of target reflecting genuine underperformance against financial goals, and the company has a meaningful clawback policy. While MMI has significantly underperformed its peer group on stock price — which is a concern captured in the director election votes — the pay-for-performance alignment check is satisfied because the incentive pay delivered to executives was below benchmark targets rather than above them, meaning executives did not receive outsized variable pay during a period of shareholder underperformance.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
13 yrs
Audit Fees
$1,486,827
Non-Audit Fees
$0
Ernst & Young LLP has served as MMI's auditor since 2013 (approximately 13 years), which is well below the 25-year tenure threshold that would raise independence concerns; in 2025 there were zero non-audit fees against audit fees of roughly $1.49 million, meaning the non-audit fee ratio is 0% — far below the 50% trigger — and EY is a Big 4 firm fully appropriate for a company of MMI's size.
Overall Assessment
The 2026 MMI annual meeting presents three proposals; the key governance concern is severe and sustained stock price underperformance relative to the company's own disclosed peer group, which triggers AGAINST votes for both director nominees standing for election this year — the Audit Committee Chair and the CEO/director — while the auditor ratification and Say on Pay proposals both pass policy screens and warrant FOR votes. The compensation program earned a FOR because executives received below-target incentive pay in a difficult year and the structure was meaningfully improved in 2025 with the addition of performance-based equity awards tied to multi-year financial goals.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing