Glenn Sanford

About Glenn Sanford

Glenn Sanford, 58, is the founder, Chairman of the Board, and Chief Executive Officer of eXp World Holdings (EXPI), serving as a director since March 12, 2013; prior to founding eXp Realty in October 2009, he led technology-related companies (eShippers.com in 1998) and built/consulted large real estate teams, including roles with Keller Williams’ Agent Technology Council focused on online client acquisition and conversion . As PEO, “compensation actually paid” has moved with stock price/TSR given equity-driven pay design: CAP was $53.6M in 2020 amid 228% TSR, $13.8M in 2021 with 9% TSR, $(11.5)M in 2022 with (18)% TSR, $15.3M in 2023 with 71% TSR, and $8.5M in 2024 with 10% TSR, evidencing alignment to shareholder returns . The Board confirms a majority of directors are independent (except Sanford and Weakley), with Sanford serving as combined CEO/Chair, a structure the Board believes increases focus on key policy/operational issues in stockholders’ long-term interests .

Past Roles

External Roles

Fixed Compensation

Multi-year summary for Sanford (from Summary Compensation Table):

Notes:

• Year-end annualized base salary remained $1,575,000 in both 2023 and 2024, unchanged per Board review, reflecting competitive alignment and Sanford’s increased role in international expansion .
• All Other Compensation in 2024 consists of $200 for life insurance premiums .

Performance Compensation

Structure, metrics, outcomes, and vesting detail:

Policy overlays:

• Clawback policy applies to incentive compensation based wholly or partly on financial reporting measures, including stock price and TSR, for awards on/after Oct 2, 2023 .
• No repricing of stock options without shareholder approval; prohibition on hedging, pledging, short sales .

Pay versus Performance (PEO):

Equity Ownership & Alignment

• Beneficial ownership: Glenn Sanford beneficially owned 42,073,203 shares, representing approximately 27.19% of outstanding common stock as of January 31, 2025 (ownership % base 154,739,281 shares) .
• Voting group: In February 2025, Glenn Sanford and Penny Sanford (17.35% ownership) filed a Schedule 13D/A indicating an agreement to vote as a group on director elections and other matters; collectively they own sufficient shares to substantially influence all members of the Board .
• Anti-hedging/pledging: Company policy prohibits pledging, hedging, short sales, and transactions in derivatives for insiders, including directors and NEOs .
• Outstanding equity awards (Sanford, as of Dec 31, 2024):
  • Options exercisable: 959,744 at $9.94 exp 7/31/2030 ; 40,256 at $10.93 exp 7/31/2025 ; 750,000 at $9.94 exp 7/31/2030 .
  • Options from 9/28/2023 grant: 63,676 exercisable and 85,476 unexercisable at $16.35 exp 9/28/2033 ; 111,667 unearned at $16.35 exp 9/28/2033 (equity incentive plan) .
  • Other options: 6,116 exercisable and 12,232 unexercisable at $17.99 exp 9/28/2028 .
  • Historical grants: 3/18/2019 and 10/9/2020 options noted as fully vested .
• 2024 realized value on vesting: 127,500 shares vested with $2,199,588 pre-tax value realized for Sanford .
• Stock ownership guidelines: Not disclosed in proxy; policy table emphasizes multi-year vesting, clawbacks, and prohibition on hedging/pledging rather than formal ownership multiples .

Employment Terms

Board Service, Committees, and Dual-Role Implications

• Board service history: Director since 2013; currently serves as Chairman and CEO .
• Committee roles: Sanford is not listed as serving on Audit, Compensation, Nominating & Corporate Governance, or Sustainability committees; those are led by independent directors (Audit Chair Miles; Compensation Chair Cahir; Nominating & Corporate Governance Chair Pelosi; Sustainability Chair Pelosi) .
• Independence and control: Board has a majority of independent directors, but Sanford and Penny Sanford collectively possess voting control sufficient to substantially influence the Board; Sanford is non-independent and combines CEO/Chair roles, which may concentrate decision-making, albeit with independent committee oversight .

Investment Implications

• Alignment: Large founder ownership (27.19%) and equity-heavy pay architecture, including performance-conditioned options relative to a peer set, underpin high alignment to TSR; CAP and TSR have tracked closely, indicating sensitivity to shareholder value creation .
• Retention and supply dynamics: 2023 performance option grant vests annually over three years contingent on relative stock price appreciation; 2024 RSU vesting (127,500 shares; $2.2M realized) demonstrates ongoing equity delivery, which could create periodic sell-to-cover activity though pledging/hedging is prohibited .
• Governance risk: Dual CEO/Chair role plus voting agreement with Penny Sanford can reduce effective independence and increase entrenchment risk; however, the Board’s independent majority and committee leadership mitigate to an extent .
• Pay structure and performance hurdles: CEO cash bonus requires aggressive 30% annual revenue growth (not achieved in 2024), pushing incentive realization toward equity and relative stock performance; change-in-control treatment is discretionary (acceleration possible), and no severance/tax gross-ups reduce shareholder-unfriendly liabilities .

Overall, Sanford’s founder-scale ownership and performance-based equity mechanics support long-term alignment; investors should monitor vesting schedules for potential supply effects, Board independence dynamics given concentrated voting power, and the company’s ability to meet stringent growth hurdles that drive variable pay outcomes .