John David Parker
Marcus & MillichapAbout John David Parker
Executive Vice President and Chief Operating Officer of Marcus & Millichap (companywide) since April 29, 2025, previously EVP & COO, Eastern Division; employment agreement effective August 4, 2022 (at-will) . Company performance context: 2024 revenue $696 million (+8% YoY) and net loss of $12 million; year-end liquidity of $394 million and no debt; stockholder return value of a fixed $100 investment at $109.31 for 2024 (company TSR), informing pay-for-performance calibration . The 2024 annual incentive for Parker paid at 57% of target, reflecting mixed financial outcomes and strategic execution against retention and recruiting priorities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marcus & Millichap (MMI) | EVP & COO, Eastern Division | Aug 4, 2022–Apr 29, 2025 | Focused on minimizing revenue loss through retention and recruiting; increasing market share and core revenue; implementing key initiatives and supporting outcomes for key people/projects . |
| Marcus & Millichap (MMI) | EVP & COO (Companywide) | Apr 29, 2025–present | Oversees all brokerage operations companywide . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 387,500 | 400,000 | 400,000 |
| Target Annual Incentive ($) | 1,550,000 | 1,317,500 | 1,317,500 |
| Actual Annual Incentive ($) | 1,478,250 | 545,575 | 746,364 |
| Actual Annual Incentive (% of Target) | — | 41.4% | 57% |
| Stock Awards (Grant-Date Fair Value, $) | 2,780,085 | 739,107 | 568,498 |
| All Other Compensation ($) | 5,562 | 4,587 | 8,600 |
Performance Compensation
Annual Cash Incentive Structure (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Financial + Strategic (pre-tax net income; retention/recruiting and strategic initiatives) | 40% Financial / 60% Strategic | 1,317,500 | 746,364 | 57% | Cash; paid post-year end |
Individual 2024 strategic goals for Parker: minimize revenue loss via retention and recruiting; increase market share and core revenue; successfully implement key initiatives; support CEO in managing outcomes . Committee noted achievement of a 100% retention rate vs target among broader management goals in the year’s highlights .
Long-Term Incentives (Time-Based RSUs)
| Grant Year | RSUs Granted (#) | Grant Date | Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 2021 | 13,246 | Feb 11, 2021 | — | 5 equal annual installments, first vest Mar 10, 2022 |
| 2022 | 58,788 | Feb 10, 2022 | — | 5 equal annual installments, first vest Mar 10, 2023 |
| 2023 | 20,657 | Feb 9, 2023 | — | 5 equal annual installments, first vest Mar 10, 2024 |
| 2024 | 17,460 | May 2, 2024 | 568,498 | 5 equal annual installments, first vest Mar 10, 2025 |
Stock awards vested in 2024: 27,518 shares; value realized $935,363 (includes shares withheld for taxes) .
2025 Long-Term Incentive Design (Shift to PSUs)
- Mix: 50% PSUs / 50% time-based RSUs; PSUs measured over FY2025–FY2027 .
- PSU metrics and weights: 1/3 revenue; 2/3 Adjusted EBITDA; payout range 0–200% of target; PSUs vest on 3rd anniversary subject to certification and continued service .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 28,679 shares; less than 1% of outstanding . |
| Stock Ownership Guidelines | Other NEOs and senior executives: 3x base salary; all NEOs satisfied their guideline at end of 2024 . |
| Hedging/Pledging Policy | Company prohibits hedging and generally prohibits pledging Company stock; blackout windows enforced; 10b5-1 plans permitted under strict conditions . |
| Options | None; NEOs hold no stock options . |
Outstanding unvested RSUs at 12/31/2024 (market value based on $38.26/share):
| Grant Footnote | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| (2) 2020 grant | 2,212 | 84,631 |
| (3) 2021 grant | 5,302 | 202,855 |
| (4) 2022 grant | 35,276 | 1,349,660 |
| (5) 2023 grant | 16,526 | 632,285 |
| (9) May 4, 2021 grant | 4,000 | 153,040 |
| (11) 2024 grant | 17,460 | 668,020 |
Vesting pressure indicators:
- Recurring annual vest tranches across multiple grants (five-year schedules), with next tranche beginning March 10 each year (e.g., 2025 for the 2024 grant) .
- 2024 vesting realized on 27,518 shares suggests predictable liquidity needs around vest dates (tax withholding reduces net shares) .
Employment Terms
| Term | Parker’s Terms |
|---|---|
| Employment Agreement | Effective Aug 4, 2022; at-will; base salary $400,000; eligible for annual non-equity incentive; no severance under his employment agreement if employment terminates for any reason; includes non-compete, non-solicit, non-disparagement, confidentiality, arbitration . |
| Change-in-Control (Company Policy) | Double trigger: if terminated without cause or resigns for good reason within 12 months following a change in control → cash severance equal to 12 months base salary + target annual incentive; full RSU acceleration; COBRA premium reimbursement up to 12 months; up to $25,000 outplacement; no 280G/4999 tax gross-ups . |
| Estimated CIC Economics (as of 12/31/2024) | Cash severance $1,717,500; COBRA reimbursement $29,948; outplacement $25,000; RSU acceleration $3,090,491 (values assume $38.26/share) . |
| Death/Disability | RSU vesting accelerates upon death or disability after ≥1 year of service; disability also eligible for up to 12 months COBRA reimbursement . |
| Deferred Compensation | No NQDC participation disclosed for Parker in 2024 (only CEO SARs and CFO NQDC shown) . |
Investment Implications
- Pay-for-performance alignment improving: 2024 cash incentive paid at 57% of target amid net loss and strategic execution; 2025 LTI introduces PSUs tied to revenue and Adjusted EBITDA over three years, reducing reliance on time-based RSUs and strengthening alignment to financial outcomes .
- Retention risk moderate: while Parker’s employment agreement lacks severance, substantial unvested RSUs with multi-year schedules and company CIC protection (double trigger with RSU acceleration and cash severance) provide retention incentives and mitigate departure risk .
- Insider selling pressure: predictable vesting cycles (five annual tranches per grant) and sizable annual vesting (27,518 shares vested in 2024) imply recurring potential sale or withholding events around March/May; hedging/pledging prohibitions reduce misalignment risk .
- Ownership alignment: Parker holds 28,679 shares and met the 3x salary ownership guideline as of year-end 2024; no options and policy bans pledging, supporting long-term alignment .
- Execution track record: strategic goals centered on retention/recruiting and market share were largely achieved, including a 100% retention rate vs target among the year’s highlights; promotion to companywide COO consolidates operational oversight and may be a positive signal for execution continuity .