James Bramble

About James Bramble

Chief Legal Counsel, General Counsel, and Corporate Secretary of eXp World Holdings (EXPI). Joined March 18, 2019; appointed Corporate Secretary October 1, 2019; age 55; J.D. and B.S. (Political Science) from the University of Utah. He oversees corporate governance, litigation, compliance, and has >25 years international business experience, including prior service as CLO/GC/Corporate Secretary at USANA (1998–2018) . Company performance context: Revenues grew 7% in 2024 while Adjusted EBITDA increased 16%; Weighted Annual TSR was 10% in 2024 after 71% in 2023 and -18% in 2022 .

Past Roles

External Roles

Fixed Compensation

• Base salary was increased mid-2024 from $406,000 to $483,000; current annual base salary $483,000 (effective July 6, 2024) .
• Target annual bonus: 50% of base salary; paid quarterly subject to committee approval .

Multi-year compensation (SEC-reported totals):

Bonus targets and 2024 payout:

Notes:

• No new equity awards were granted to Bramble in 2024; committee determined existing equity mix was sufficient .
• Company does not use formulaic bonus metrics; committee retains discretion; broader pay-versus-performance disclosures emphasize Weighted Annual TSR for SEC reporting (not as a formulaic incentive metric) .

Performance Compensation

Performance and equity incentives (current design and 2024 actions):

• Annual cash bonus: 50% target, discretionary and paid quarterly upon contributions to business goals; 2024 payout at 100% of target .
• Equity: No 2024 grants to Bramble; outstanding options from prior grants vest on time-based schedules (details below) .

Detailed incentive metric table (2024):

Equity Ownership & Alignment

Beneficial ownership (as of Jan 31, 2025):

• Total beneficial ownership: 123,625 shares (comprised of options exercisable within 60 days) .
• Ownership percentage: less than 1% .
• Anti-hedging and anti-pledging: Company policy prohibits hedging and pledging by insiders; also prohibits short sales and derivatives on company securities .

Outstanding equity awards (as of Dec 31, 2024):

Vested vs unvested and liquidity implications:

• In-the-money status at 12/31/24 price ($11.51): 2019 option (38,000 @ $5.32) in-the-money by ~$6.19/share (approx. $235k intrinsic value); 2020 ($29.50) and 2023 ($14.46) options were out-of-the-money at year-end .
• 2023 grant continues to vest quarterly through May 19, 2027, adding potential future selling capacity if shares rise above $14.46; 90-day post-termination option exercise window applies absent death/disability exceptions .

Insider transactions and realized value:

• 2024 option exercises: 25,000 options exercised; value realized on exercise $218,352 (pre-tax). No RSUs vested for Bramble in 2024 .

Stock ownership guidelines:

• Executive stock ownership guidelines not disclosed; Company emphasizes clawback, anti-hedging/pledging, no repricing, and no tax gross-ups .

Employment Terms

• Employment: At-will; offer letter effective March 12, 2019 to serve as Chief Counsel; Corporate Secretary role added Oct 2019 .
• Severance: Four months of base salary if terminated without cause, paid lump-sum subject to release; estimated $161,000 as of 12/31/24 .
• Change-in-control: Board retains discretion to accelerate, vest, cancel for fair value, or substitute equity awards; no automatic single-trigger acceleration disclosed .
• Clawback: Recovery of incentive compensation upon financial restatements (including stock price/TSR-based), for current/former executive officers for the 3 fiscal years preceding the restatement trigger .
• Anti-hedging/pledging: Prohibits hedging, pledging, short sales, and derivative transactions by insiders .
• Benefits/Perqs: Participates in standard employee programs (401(k) match, health/HSA), no unique perquisites noted; no tax gross-ups on severance/CIC .

Company Performance Context (for pay-for-performance assessment)

Say-on-Pay support:

• 2024 Say-on-Pay approval approximately 95% in favor, indicating broad shareholder support for NEO compensation design .

Risk Indicators & Red Flags

• Industry litigation/settlements: Company recorded a $34.0m litigation contingency in 2024 related to U.S. antitrust claims; settlement requires changes to business practices and remains subject to court approvals; NAR policy changes may affect brokerage economics (buyer agreements, compensation display changes) .
• Governance/controls: Clawback policy active; anti-hedging/pledging prohibitions; no repricing; no tax gross-ups; at-will employment—overall shareholder-friendly constructs .

Compensation Structure Analysis

• Mix shift: 2024 total pay for Bramble predominantly cash (salary+bonus ~$647k), with no new equity grants—reduces volatility and strengthens retention via steady cash, but weakens direct equity linkage for the year .
• Incentive rigor: Annual bonus remains discretionary (no disclosed formulaic financial metrics); committee references contributions to business goals—less transparent alignment versus explicit revenue/EBITDA/TSR targets .
• Equity leverage: Significant unvested 2023 option grant (93,750 unexercisable @ $14.46) provides upside alignment; currently out-of-the-money, limiting near-term selling pressure unless shares appreciate .
• Shareholder alignment: Anti-hedging/pledging and clawback enforce incentive integrity; no automatic CIC acceleration .

Investment Implications

• Near-term selling pressure appears muted: With the large 2023 option tranche out-of-the-money at 12/31/24 and only a 2019 in-the-money block (38,000 @ $5.32), Bramble’s liquidity-driven selling incentive is limited unless shares rise materially above $14.46; he realized ~$218k pre-tax on 2024 exercises, but holds modest beneficial ownership (<1%) mainly via options .
• Retention risk manageable: Cash-heavy 2024 pay and ongoing vesting of 2023 options support retention. Severance is modest (four months), which is shareholder-friendly but offers limited downside protection for the executive .
• Pay-for-performance transparency: Discretionary cash bonus framework lacks specific, disclosed financial KPIs (e.g., revenue, EBITDA, TSR thresholds). Given the evolving industry economics post-NAR settlement, investors may prefer clearer variable comp metrics tied to revenue mix, transaction growth, per-transaction profitability, and legal risk mitigation milestones .
• Legal execution under scrutiny: As chief legal officer, Bramble’s stewardship over litigation strategy and compliance transformation is central; the $34m contingency and required practice changes imply continued regulatory/execution risk to agent economics and unit profitability—monitor governance disclosures, policy rollouts, and any incremental legal reserves .

Key monitoring items:
- Option moneyness vs. vesting cadence (May 19, 2027 end-date on 2023 grant) **[1495932_0001558370-25-002582_expi-20250425xdef14a.htm:36]**
- Any new equity grants in 2025 proxy cycle (to rebalance equity linkage) **[1495932_0001558370-25-002582_expi-20250425xdef14a.htm:28]**
- Evolution of bonus framework toward explicit performance metrics **[1495932_0001558370-25-002582_expi-20250425xdef14a.htm:42]**
- Antitrust settlement approvals, practice changes, and financial impact disclosures **[1495932_0001558370-25-001223_expi-20241231x10k.htm:10]** **[1495932_0001558370-25-001223_expi-20241231x10k.htm:31]**