Ethan Glass
CompassAbout Ethan Glass
Ethan Glass is Compass’s Chief Legal Officer and Corporate Secretary, appointed effective September 8, 2025, with responsibility for company legal strategy and corporate secretarial functions . He is listed as Compass’s agent for service in the company’s S-4 and signs “By order of the Board” in the joint proxy statement/prospectus, underscoring his executive officer status . Glass is a veteran antitrust litigator who led DOJ teams for nearly a decade and headed Cooley LLP’s global antitrust practice; he served as lead outside counsel for NAR in the Sitzer/Burnett commissions case and represented Compass in litigation against NWMLS . Education includes University of Minnesota Law School (Magna Cum Laude) and the University of Arizona; he notes AG’s Distinguished Service Award and AAG Awards from DOJ on his profile . Age not disclosed in company filings or press materials.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cooley LLP | Head of Global Antitrust & Competition Practice | Not disclosed | Led NAR defense in Sitzer/Burnett; led Compass lawsuit vs NWMLS |
| U.S. DOJ, Antitrust Division | Trial Attorney; Assistant Chief | Nearly a decade (per profile) | Directed investigations and trials across industries; received AG’s Distinguished Service Award and AAG Awards |
| National Association of Realtors (outside counsel) | Lead outside counsel (commissions litigation) | Not disclosed | Lead counsel throughout Sitzer/Burnett trial; pivotal industry impact |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NAR (outside counsel via Cooley LLP) | Lead antitrust counsel | Not disclosed | Managed defense strategy in landmark commissions case |
Fixed Compensation
- Base salary, target bonus, and initial equity grants for Mr. Glass were not disclosed in the 8-K announcing his appointment or in Compass’s 2025 proxy (which covered FY2024 NEOs) .
Performance Compensation
- Compass’s executive program emphasizes base salary, short-term cash incentives, and long-term equity (RSUs) with time-based vesting; long-term equity is the largest component and pay is meaningfully at-risk company-wide .
- Non-CEO NEOs have an annual equity refresh program delivering four equal annual RSU grants based on prior-year performance, designed to mitigate stock price volatility; examples for other NEOs are disclosed for 2024 .
- No performance-metric-linked PSU details for Mr. Glass are disclosed; company-wide policy currently favors time-based RSUs and cash bonuses (CEO forfeited prior PSUs; executives’ equity is primarily time-based) .
| Component | Form | Period | Notes |
|---|---|---|---|
| Salary | Cash | Ongoing | Market- and role-based; part of total direct compensation |
| Short-Term Incentive | Cash | One year | Rewards annual strategic objectives; part of pay-for-performance |
| Long-Term Incentive | RSUs (time-based) | Four years | Largest compensation component; at-risk; annual/graded vesting |
Equity Ownership & Alignment
| Policy | Requirement/Restriction | Notes |
|---|---|---|
| Stock ownership guidelines | Other executive officers: 3x annual base salary | Includes vested and unvested RSUs; excludes options and unearned PSUs; must retain 50% of net shares until meeting guideline |
| Hedging | Prohibited | Executives and directors may not hedge company equity |
| Gross-ups | No change-in-control excise tax gross-ups | Shareholder-friendly practice |
| Clawback | Maintained | Company clawback policy to recover incentive comp in certain circumstances |
- Mr. Glass’s individual beneficial ownership, vested/unvested breakdown, and pledged shares are not disclosed in the 2025 proxy (covers FY2024) or the appointment 8-K; watch for future filings (Form 4s, FY2025/2026 proxy) .
Employment Terms
| Term | Detail |
|---|---|
| Appointment date | Effective September 8, 2025 |
| Title | Chief Legal Officer and Corporate Secretary |
| Agent for service | Named as agent for service in S-4 |
| Notices in transaction docs | CC/addressee in merger-related notices (8-K and S-4) |
| Contract term length | Not disclosed in filings reviewed |
| Non-compete / non-solicit | Not disclosed in filings reviewed |
| Clawback | Company maintains clawback policy |
| Hedging/pledging | Hedging prohibited; pledging not disclosed |
Standard non-CEO NEO severance framework (company policy that likely applies broadly to executive officers):
- Qualifying termination (outside CIC): Lump-sum cash severance of 12 months base salary plus lump-sum target bonus; vesting-cliff acceleration for awards with ≤12-month cliff; 12 months of medical premiums in lump sum .
- CIC qualifying termination: Lump-sum cash severance of 12 months base salary plus lump-sum target bonus; medical premiums for 12 months; equity acceleration per award terms (CEO has specific rules; non-CEO RSU acceleration subject to policy) .
- Death/disability: Pro-rated portion of target bonus; other benefits per policy .
Performance & Track Record
- Litigation leadership: Lead outside counsel for NAR in Sitzer/Burnett; spearheaded Compass’s NWMLS litigation; signals expertise in MLS governance and platform policy risks .
- DOJ career: Led investigation and trial teams across multiple industries; received DOJ recognition awards .
- Company role: As Corporate Secretary and agent for service on the S-4, Glass is central to merger-related corporate governance .
Compensation Committee & Governance Context
- Independent Compensation Committee and independent consultant (Semler Brossy); pay-for-performance emphasis; stock ownership guidelines; clawback policy; no single-trigger CIC severance; no CIC tax gross-ups; hedging prohibited .
Investment Implications
- Legal strategy intensity: Glass’s appointment underscores Compass’s aggressive posture on MLS/platform policies, which may drive legal outcomes and regulatory risk; monitor litigation milestones (NWMLS, any Zillow-related actions) for potential operational impacts .
- Retention risk: New executive with undisclosed compensation terms; retention risk appears moderated by company-wide ownership guidelines, clawback, and standard severance structures; watch for future disclosure of RSU grants and employment agreement terms .
- Alignment and selling pressure: If Mr. Glass participates in the annual equity refresh program, four annual RSU grants with time-based vesting could create periodic selling pressure; however, 50% share retention until guidelines are met and no hedging reduce misalignment risk .
- Trading signals: Track Form 4s for initial grants/vestings; monitor proxy updates for ownership and compensation details; watch merger-related filings where Glass is the agent for service for timing and governance signals .