Robert Reffkin
CompassAbout Robert Reffkin
Founder, Chairman, and Chief Executive Officer of Compass, Inc. (since 2012; Chair since IPO in 2021). Age 45; B.A. and M.B.A. from Columbia University . 2024 was Compass’ first full year of positive Adjusted EBITDA and Free Cash Flow; Free Cash Flow improved from ($37.1) million in 2023 to $105.8 million in 2024, with positive FCF in every quarter, and Adjusted EBITDA rose from ($38.9) million to $126 million, underscoring improved execution in a challenging real estate market . Since IPO, a hypothetical $100 investment in COMP was $29.03 at year-end 2024 versus $45.11 at IPO, while peer TSR was $34.39 (context for TSR through 2024) . Reffkin is the company’s largest voting holder with 7,828,116 Class A shares and all 10,122,433 Class C shares (20 votes per share), representing 29.6% total voting power as of March 24, 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Compass, Inc. | Founder & CEO (Interim PFO in 2022), Director (since 2012), Chairman (since 2021) | 2012–present | Founded platform brokerage; led tech/product investment and M&A; governance as Board Chair . |
| Goldman Sachs | Chief of Staff to President/COO; VP, Principal Investment Area | 2006–2012 | Capital allocation and operating exposure; scale financial ops experience . |
| U.S. Treasury (White House Fellow) | Fellow | 2005–2006 | Policy/financial systems exposure . |
| Lazard | Investment Banker | 2003–2005 | Advisory, capital markets and M&A skillset . |
| McKinsey & Co. | Business Analyst | 1999–2001 | Strategy and operations toolkit foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| America Needs You | Founder & Board Member | 2009–present | Non-profit mentorship for first-gen college students . |
| Other public company boards | — | — | None . |
| Education | B.A., M.B.A., Columbia University | — | Academic credentials . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 500,000 | 900,000 (raised to align with peers) |
| Target Bonus (% of salary) | — | 40% (CEO) | 100% (CEO) |
| Actual Cash Bonus – Non-Equity Incentive ($) | — | — | 1,350,000 (NEIP) |
| Discretionary Cash Bonus ($) | — | 7,100,000 (one-time) | 450,000 |
| Total Cash Incentive Paid ($) | — | 7,100,000 | 1,800,000 (200% of $900k target; NEIP + discretionary) |
Notes:
- For 2024, Board set CEO annual cash target at $900k within a $10.8m total pay design (cash target $1.8m comprised of base $900k + target bonus $900k; realized payout 200%) .
- 2024 raises reflected peer benchmarking and role criticality .
Performance Compensation
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Earned % |
|---|---|---|---|---|---|---|
| Free Cash Flow ($m) | 75% | (20) | 30 | 80 | 106 | 150% component |
| Individual/Discretionary | 25% | 0% | 100% | 200% | 200% | 200% component |
| Total Payout | — | — | — | — | — | 200% (of target) |
Context: 2024 achievements cited in determining payout included positive FCF every quarter, record Adjusted EBITDA, OPEX control, principal agent growth (+20.9% YoY), increased title/escrow attach rates, Christie’s International Real Estate acquisition (affiliate business), and resolution of nationwide antitrust class actions plus compliance rollout .
Equity Awards and Vesting
| Award | Grant date | Shares/Units | Vesting | Approved Value |
|---|---|---|---|---|
| Time-based RSU (CEO) | 1/1/2024 | 3,258,508 | 25% on 1/1/2025; 25% annually thereafter through 1/1/2028 (service-based) | $9,000,000 approved (share count based on 30D avg price) |
| CEO 2025 annual time-based RSU | 1/1/2025 | — | Annual vesting over 4 years (design) | $9,000,000 design for 2025 |
| 2023 CEO equity changes | 12/2023 | — | CEO forfeited 17,223,620 PSUs; moved to time-based RSUs for market-aligned pay mix | — |
Outstanding CEO RSUs at 12/31/2024: 3,258,508 unvested (market value $19,062,272 at $5.85/share) .
Note: Company did not award stock options/SARs to NEOs in 2024; CEO equity is time-based RSUs under 2021 EIP .
Equity Ownership & Alignment
| Holder | Class A Shares | Class C Shares | % of Class A | % of Class C | Total Voting Power |
|---|---|---|---|---|---|
| Robert Reffkin (includes trusts/corps) | 7,828,116 (see trust/entity breakdown) | 10,122,433 | 1.5% | 100% | 29.6% |
Details: Class A includes 4,148,000 (2021 Reffkin Remainder Interest Trust), 3,190,870 (Reffkin Investment II Corp), 411,111 (The Ruth Reffkin Family Trust), 78,135 (Reffkin 2022 Family Trust). Class C includes 5,997,433 directly and 4,125,000 via Reffkin Investment I Corp .
Ownership Guidelines: CEO required to hold 6x base salary; directors 5x retainer; officers 3x salary. All executive officers and directors met requirements as of 12/31/2024 (includes unvested RSUs and future RSU commitments in calculation) .
Hedging/Pledging: Hedging prohibited; pledging restricted and requires GC approval. For NEOs, loans ≤$20m and ≤20% of holdings may be pledged; margin (“purpose”) loans prohibited .
Insider trading controls: Quarterly trading windows, pre-clearance, Rule 10b5-1 requirements .
Employment Terms
| Provision | CEO (Employment Agreement) | Non-CEO NEOs (CIC & Severance Agreement) |
|---|---|---|
| Term/status | At-will (offer letter governs base/bonus; separate change-in-control/severance) | At-will; standard CIC & Severance Agreement |
| Severance – Qualifying Termination (no CIC) | 12 months base salary; prior-year earned but unpaid bonus (lump sum); pro-rated target bonus; COBRA premiums for 18 months; Board discretion to accelerate RSUs | 12 months base salary (lump sum); target bonus (lump sum); COBRA premiums for 12 months; limited acceleration for cliff-vesting awards if <12 months’ service; performance awards only to measurable extent |
| Severance – CIC Qualifying Termination (double trigger) | 24 months base salary; prior-year earned but unpaid bonus; pro-rated target bonus; COBRA premiums for 24 months; 100% acceleration of unvested time-based RSUs; no automatic acceleration of PSUs unless Board determines | 18 months base salary; 1.5x target bonus + pro-rated target bonus (lump sums); COBRA premiums for 18 months; 100% acceleration of unvested equity (PSUs at greater of actual or target if measurable) |
| Estimated payouts (assumes 12/31/2024, $5.85/share) | No CIC Qualifying Termination: $1,851,670 total; CIC Qualifying Termination: $21,831,165 total (includes $19,062,272 equity acceleration); death/disability: $1,851,670 total (CEO agreement treats as involuntary) | Example CFO (Reelitz): No CIC QT: $1,011,436; CIC QT: $6,498,606 (incl. $4,981,451 equity accel.); death/disability: $500,000 (pro-rata target bonus) |
| Clawback | SEC/NYSE-compliant policy (adopted 2023) covering incentive comp for 3 completed fiscal years prior to a restatement | |
| Tax gross-ups | None for CIC excise taxes |
Board Governance (Reffkin as CEO/Chair and Director)
- Board service: Director since Oct 2012; current term (Class I) expired at the 2025 AGM; nominated for re-election to 2028. Committees: none .
- Dual-role structure: CEO is Chair; Lead Independent Director (Charles Phillips) provides independent counterbalance; all committees comprised solely of independent directors; regular executive sessions of independents .
- Board independence: All directors independent except CEO .
- Meetings/attendance: Board met eight times in 2024; all directors attended ≥75% of aggregate Board and committee meetings; all directors attended 2024 AGM .
- Director compensation: Employee director (Reffkin) receives no board fees; non-employee directors receive $50k cash retainer plus committee fees and $225k annual RSU grant .
Director Compensation (context, not paid to CEO as director)
| Fee | Amount ($) |
|---|---|
| Board Member | 50,000 |
| Lead Independent Director | 50,000 |
| Audit Chair / Member | 20,000 / 10,000 |
| Compensation Chair / Member | 15,000 / 7,500 |
| Nominating & Gov Chair / Member | 10,000 / 5,000 |
| Annual RSU grant | 225,000 (vests by next AGM/1 year) |
Pay and Performance (CEO)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| CEO SCT Total ($) | 89,915,376 | 411,156 | 7,678,320 | 14,951,990 |
| CEO Compensation Actually Paid ($) | 29,387,757 | (86,430,991) | 4,618,991 | 21,762,272 |
| Company TSR ($100 at IPO) | 45.11 | 11.56 | 18.66 | 29.03 |
| Peer Group TSR ($100 at IPO) | 67.17 | 23.05 | 34.36 | 34.39 |
| Net Income (Loss) ($m) | (494.1) | (601.5) | (320.1) | (154.5) |
| Free Cash Flow ($m) | (78.7) | (361.8) | (37.1) | 105.8 |
Say-on-Pay support: 93% approval at 2024 AGM (for 2023 NEO pay program) .
Compensation consultant: Semler Brossy; engaged by and reporting to independent Compensation Committee; determined independent .
Peer group for 2024/2025 comp setting: HOUS, EXPI, FAF, RDN, RKT, RDFN, OPEN, STC, ZG .
Other Policies, Controls, and Related Parties
- Stock ownership guidelines: CEO 6x salary; all executives and directors met requirements as of 12/31/2024 .
- Insider trading policy: prohibitions on hedging and short sales; pre-clearance; 10b5-1 requirements .
- Related party transactions: none required to be reported since start of FY2024 .
Signals on Vesting Schedules and Potential Selling Pressure
| Award | Vest Dates (key) | Shares per tranche |
|---|---|---|
| CEO 2024 RSU (3,258,508) | 25% on 1/1/2025; 25% on 1/1/2026; 25% on 1/1/2027; 25% on 1/1/2028 (service-based) | ~814,627 per annual vest |
- Trading governance: Any sales around vest dates are subject to quarterly windows, pre-clearance, and 10b5-1 plans; hedging prohibited; pledging restricted and GC-approved only under tight limits .
- Ownership alignment: Large multi-class voting stake (Class C) ties incentives to long-term voting control, mitigating near-term sell pressure but concentrating governance .
Track Record, Value Creation, and Execution Risk
- 2024 operational progress: positive FCF in all quarters; record Adjusted EBITDA; disciplined OPEX; principal agent growth; higher attach in title/escrow; strategic expansion via Christie’s International Real Estate affiliate business .
- Regulatory/legal: Resolved nationwide antitrust class actions; launched company-wide compliance program aligning with industry practice changes in Aug 2024 .
- Strategy: Cost discipline, share gains (organic/inorganic), margin expansion via attach, and higher-margin affiliate/franchise model; continued tech rollouts (Compass One; Reverse Prospecting; Make-Me-Sell) .
Compensation Structure Assessment
- Mix: Majority at-risk; CEO approx. 94% at risk; non-CEO NEOs ~82% at risk; shift from PSUs to time-based RSUs for CEO simplifies program but reduces explicit performance linkage at equity layer .
- Metrics/rigor: FCF is the primary metric (75% weighting) with transparent threshold/target/max; 2024 payout at 200% reflects strong outperformance on FCF and strong discretionary outcomes .
- Governance protections: No single-trigger CIC; no excise tax gross-ups; robust clawback; independent comp committee and consultant .
- Ownership alignment: Significant voting control (Class C) and ownership guidelines met; hedging prohibited; pledging tightly controlled .
Investment Implications
- Alignment: Large multi-class voting position (29.6% voting power) and ownership guidelines anchor long-term alignment, but time-based RSUs (post-PSU forfeiture) reduce direct equity-performance linkage versus peers; cash bonus remains performance-tied via FCF .
- Retention/overhang: CEO RSU schedule vests annually through 2028; vesting cadence may create periodic supply but trading is controlled via policy; no employment term but robust double-trigger CIC severance suggests retention through change events .
- Pay-for-performance: 2024 payout at 200% driven by significant FCF/EBITDA improvement and operational/strategic execution; sustained FCF and monetization of higher-margin affiliate/title attach are key for ongoing pay outcomes and investor confidence .
- Governance risk mitigation: Dual role (CEO/Chair) offset by strong Lead Independent Director, independent committees, regular executive sessions, and high attendance; say-on-pay support (93%) indicates shareholder acceptance of design reset .
- Catalyst watch: Continued FCF durability, franchise/affiliate scaling, and regulatory navigation are principal execution levers; equity vesting dates and any 10b5-1 filings around them merit monitoring for trading signals (within policy constraints) .