Scott Wahlers
CompassAbout Scott Wahlers
Scott Wahlers, age 53, was appointed Chief Financial Officer of Compass, Inc. effective August 22, 2025, while continuing as Principal Accounting Officer; he brings 30 years of finance, accounting, business and operational experience, is a Certified Public Accountant, and holds an Accounting degree from Susquehanna University . He joined Compass in 2018 as Chief Accounting Officer, played key roles in the 2021 IPO and restructuring programs initiated in 2022 that reduced operating expenses by over $600 million, and now serves as the company’s principal financial and principal accounting officer, including signing the company’s Q3 2025 Form 10-Q and S-4 registration statement in November 2025 . As context for incentive alignment, Compass’ 2024 program paid out at 200% of target based on Free Cash Flow of $105.8 million (vs. $30 million target) and maximum discretionary performance, highlighting the company’s emphasis on at-risk pay linked to cash generation and execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Compass, Inc. | Chief Financial Officer; also Principal Accounting Officer | Aug 22, 2025–present | Promoted to CFO while retaining principal accounting officer responsibilities; executive signatory on SEC filings and M&A process (S-4, 9/22 M&A 8-K) . |
| Compass, Inc. | Chief Accounting Officer | 2018–2025 | Oversaw accounting, SEC reporting, treasury, tax, and FP&A; key contributor to 2021 IPO and 2022+ restructuring programs reducing operating expenses by >$600 million . |
| WebMD and related companies | Vice President of Finance, Controller, and Treasurer (various roles) | 16 years | Led accounting, tax, strategic finance, business integration; contributed to M&A, divestitures, IPOs, debt offerings, and 2017 LBO of WebMD . |
| Arthur Andersen LLP | Public Accounting (Audit and Advisory) | 8 years | Auditing and business advisory services foundation; CPA credential . |
External Roles
No external public company directorships or committee roles were disclosed for Mr. Wahlers in the filings reviewed (COMP 8-K dated July 30, 2025; Q2 2025 10-Q; 2025 Proxy Statement) .
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $500,000 | Per Offer Letter in connection with appointment as CFO . |
| Target Annual Bonus | $500,000 (100% of base salary), prorated for portion of 2025 as CFO | Based on the same 2025 metrics applicable to other executive officers . |
Performance Compensation
Cash Bonus Program (program design and latest disclosed outcomes)
| Metric | Weighting | Target | Actual (2024) | Payout % (Component) |
|---|---|---|---|---|
| Free Cash Flow (in millions) | 75% | $30 | $106 | 150% (component) . |
| Individual Performance / Discretionary | 25% | 100% | 200% | 50% (component) . |
| Total Earned (2024 NEO program) | — | — | — | 200% of target . |
Notes:
- For 2025, Mr. Wahlers’ bonus is “based on the same 2025 metrics applicable to other executive officers” (specific 2025 targets/metrics not disclosed in the Offer Letter) .
- Compass emphasizes pay-for-performance with at-risk cash and equity; no hedging permitted; ownership guidelines apply (see below) .
Equity Awards
| Award Type | Grant/Value | Vesting | Purpose/Comments |
|---|---|---|---|
| Time-based RSUs | One-time RSU award valued at $2.5 million | Vests primarily quarterly (with de minimis administrative adjustments), starting December 15, 2025, over 4 years | Granted in connection with appointment as CFO; retention-oriented, time-based vesting cadence . |
Equity Ownership & Alignment
- Stock Ownership Guidelines: 3x annual base salary for executive officers (6x for CEO; 5x director retainer for non-employee directors). Compliance measurement includes Class A/C, vested and unvested RSUs, and future RSU commitments; stock options and unearned PSUs excluded. As of December 31, 2024, each non-employee director and executive officer satisfied the guideline; executives must retain 50% of net shares until compliant .
- Hedging and Pledging: Hedging by employees and directors is prohibited; pledging transactions are subject to General Counsel approval .
- Clawback: Policy adopted in 2023 covering Section 16 officers; recoupment of excess incentive-based compensation for three years preceding a restatement .
- Ownership detail for Mr. Wahlers (shares/RSUs/options/pledged): Not disclosed in reviewed filings; no Form 4 transactions were returned in our search at this time (ListDocuments returned no Form 4s).
Employment Terms
| Provision | Terms |
|---|---|
| Employment status | At-will via Offer Letter; standard executive agreements (Indemnification; Employee Proprietary Information, Inventions, and Arbitration Agreement) . |
| Non-Compete | Restricts employment in the residential real estate brokerage industry anywhere in the U.S. for three years after voluntary departure or termination for Cause (as defined) . |
| CIC & Severance Agreement (Non-CEO standard) | Qualifying termination outside CIC: lump sum equal to 12 months base salary + target bonus; medical benefit premiums for 12 months; potential acceleration to first vesting “cliff” if employed <12 months (performance awards vest to measurable achievement) . |
| CIC Qualifying Termination (Non-CEO standard) | Lump sum equal to 18 months base salary + 1.5x target bonus + prorated target bonus; 100% acceleration of unvested equity (performance awards accelerate at greater of actual—if measurable—or target); medical benefit premiums for 18 months; 280G cutback applies (no excise tax gross-ups) . |
| Single-trigger CIC | Not provided; severance/benefits are double-trigger (termination in connection with CIC) . |
Performance & Track Record
- Institutional execution: Seven years at Compass building and leading significant parts of finance (accounting, SEC reporting, treasury, tax, FP&A); key contributor to 2021 IPO and 2022 restructuring that reduced operating expenses by >$600 million .
- Transition leadership: Promoted to CFO upon prior CFO’s resignation; presented as having deep institutional knowledge and execution strength on the Q2 2025 earnings call .
- Regulatory and transaction execution: Signed Q3 2025 10-Q as principal financial and accounting officer and S-4 as CFO; served as CFO speaker on the Anywhere Real Estate Inc. M&A call on September 22, 2025 .
Compensation Committee, Peer Group, and Say-on-Pay Context
- Governance and practices: Independent Compensation Committee advised by Semler Brossy; pay-for-performance emphasis; clawback; no single-trigger CIC severance; no excise tax gross-ups; no executive-specific retirement plans; hedging prohibited .
- 2024/2025 peer group (for benchmarking): HOUS, OPEN, RKT, EXPI, RDN, STC, FAF, RDFN, ZG; unchanged for 2025 determinations .
- Say-on-Pay: ~93% support at 2024 annual meeting, indicating shareholder acceptance of program structure .
Investment Implications
- Alignment and retention: The $2.5 million time-based RSU award with quarterly vesting beginning December 15, 2025 promotes retention and creates a steady cadence of potential share deliveries; combined with 3x salary ownership guidelines, anti-hedging, and a clawback, this supports alignment but reduces direct equity linkage to performance versus PSUs .
- Potential selling pressure: Quarterly vesting may introduce periodic liquidity events once shares settle; monitoring Form 4 filings and any adoption of 10b5-1 plans would be prudent as vesting commences (company discloses other executives’ 10b5-1 arrangements in 10-Qs) .
- CIC economics and M&A sensitivity: The standard non-CEO CIC agreement provides 18 months’ base, 1.5x target bonus, prorated bonus, full equity acceleration, and 18 months medical under double-trigger—creating strong retention through a deal and potentially meaningful realized value upon termination in connection with CIC; 280G cutback (no gross-ups) tempers excessive payouts .
- Retention risk mitigants: A three-year non-compete in U.S. residential brokerage following voluntary departure or for Cause reduces near-term attrition risk; standard at-will status and program-level pay-for-performance underscore continued execution expectations .
- Program signaling: Companywide cash bonus design has recently emphasized Free Cash Flow (75% weighting in 2024 with 200% total payout), indicating that CFO incentives are likely to prioritize cash generation and operating discipline going forward .