DEF 14A

What We Heard

How We Responded

Changes for FY25 and Beyond

One-time equity award

Shareholders expressed concern over the one-time, off-cycle equity grant made in August 2023.

◾ We communicated with the concerned shareholders that the one-time, off-cycle award had only occurred due to unique circumstances and there were no further one-time, off-cycle grants planned now or in the future.

Lack of Performance-based Equity Grants

Shareholders expressed concern over a lack of performance-based equity grants as part of the Company’s long-term incentive program

◾ Beginning with our 2025 long-term incentive program, 50% of target grant value will be awarded in the form of performance share units that vest based on achievement of three-year financial goals, in addition to continued employment. See “Changes to 2025 Long-Term Incentive Program” on page 44.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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MARCUS & MILLICHAP, INC.

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LOGO

Notice of 2025 Annual Meeting of Stockholders and Proxy Statement

Marcus & Millichap, Inc.

May 1, 2025, 2:00 p.m. Pacific Time

A Different Kind of Brokerage

LOGO

23975 Park Sorrento, Suite 400

Calabasas, California 91302

(818) 212-2250

March 19, 2025

Dear Stockholder:

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Marcus & Millichap, Inc., which will be held virtually on May 1, 2025.

We are furnishing our proxy materials to stockholders primarily over the Internet. This process expedites stockholders’ receipt of proxy materials, while significantly lowering the costs of our annual meeting and conserving natural resources. On March 19, 2025, we mailed to our stockholders a notice containing instructions on how to access our Proxy Statement and 2024 Annual Report to Stockholders and to vote online. The notice also included instructions on how you can receive a paper copy of your annual meeting materials. If you received your annual meeting materials by mail, the Proxy Statement, 2024 Annual Report to Stockholders, and proxy card were enclosed.

At this year’s annual meeting, the agenda includes the following items:


Agenda Item		Board Recommendation

1. Election of directors		FOR

2. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025		FOR

3. Advisory vote to approve executive compensation		FOR

4. Advisory vote on the frequency of the advisory vote to approve executive compensation		ONE YEAR

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement.

Your vote is important. Whether or not you plan to attend the annual meeting, I hope you will vote as soon as possible. You may vote over the Internet before or at the annual meeting or, if you receive your proxy materials by U.S. mail, you also may vote by mailing a proxy card or voting by telephone. Please review the instructions on the notice or on the proxy card regarding your voting options.

Sincerely yours,

LOGO

Hessam Nadji

President and Chief Executive Officer

LOGO

Table of Contents


Notice of 2025 Annual Meeting of Stockholders			1
Letter from the CEO & Chair of the Board			4
About Marcus & Millichap			6
PROPOSAL 1 Election of Directors			7
Nominees and Continuing Directors			7
Nominee Selection Process			8
Attributes, Skills and Experience of our Nominees and Continuing Directors			10
Background and Qualifications of Director Nominees and Continuing Directors			12
Corporate Governance			17
Governance Highlights			17
Leadership of the Board			18
Director Independence			19
Board of Directors and its Committees			20
Director Resignation Policy			25
Director Time Commitments			25
Board and Committee Evaluations			25
Director Orientation and Continuing Education			25
CEO Evaluation and Succession Planning			25
The Board’s Role in Risk Oversight			26
Cybersecurity and Risk Oversight			27
Stockholder Engagement			28
Communications from Stockholders and Other Interested Parties to Directors			28


Corporate Governance Guidelines			28
Code of Ethics			29
Human Capital Oversight			29
Sustainability			29
Corporate Responsibility			29
PROPOSAL 2 Ratification of Appointment of Independent Registered Public Accounting Firm for 2025			30
Fees Billed by Independent Registered Public Accounting Firm			30
Audit Committee Report			32
PROPOSAL 3 Advisory Vote to Approve Executive Compensation			33
PROPOSAL 4 Advisory Vote on the Frequency of the Advisory Vote to Approve Executive Compensation			34
Compensation Discussion and Analysis			35
Compensation Committee Report			48
Compensation Committee Interlocks and Insider Participation			49
Compensation Risk Assessment			49
Executive Compensation Tables and Other Information			50
General Information			68

LOGO

March 19, 2025

Notice of 2025 Annual Meeting of Stockholders

TO BE HELD ON MAY 1, 2025



Date and Time	Virtual Meeting	Record Date

Thursday, May 1, 2025, 2:00 p.m. Pacific Time	Via the Internet https://web.lumiconnect.com/204691330 (password: Mm2025)	March 12, 2025

The 2025 Virtual Annual Meeting of Stockholders (“Annual Meeting”) of Marcus & Millichap, Inc. (“Marcus & Millichap,” “MMI,” or the “Company”) will be held as a virtual-only meeting on Thursday, May 1, 2025 at 2:00 p.m. Pacific Time. The platform for the virtual Annual Meeting includes functionality that affords validated stockholders substantially the same meeting participation rights and opportunities they would have at an in-person meeting. Once admitted to the Annual Meeting, stockholders may view reference materials, submit questions, and vote their shares by following the instructions that will be available on the Annual Meeting website.

Agenda

At the Annual Meeting, stockholders will be asked to vote on the following proposals:


PROPOSAL	BOARD VOTING RECOMMENDATION		PAGE REFERENCE (FOR MORE DETAIL)
Management Proposals
Elect three Class III Directors nominated by our Board of Directors, each to serve for a three-year term		FOR each nominated Director	7
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025		FOR	30
Advisory vote to approve executive compensation		FOR	33
Advisory vote on the frequency of the advisory vote to approve executive compensation		ONE YEAR	34

Other Important Information

Stockholders will also transact such other business as may properly come before the annual meeting (including adjournments and postponements).

You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on March 12, 2025, the record date, or hold a legal proxy for the Annual Meeting provided by your bank, broker, or other nominee.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 1

It remains very important that your shares are represented and voted at the Annual Meeting. We therefore strongly encourage you to vote in advance of the Annual Meeting. See “Voting Methods” on the next page for instructions for various voting methods.

By Order of the Board of Directors,

LOGO

Hessam Nadji

President and Chief Executive Officer

Calabasas, California

March 19, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 1, 2025: The Notice of 2025 Annual Meeting of Stockholders, the Proxy Statement and the 2024 Annual Report to Stockholders are available at http://www.astproxyportal.com/ast/18576.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 2

Voting Methods



Before the Annual Meeting			During the Annual Meeting

Vote by Internet	Vote by Phone	Vote by Mail	Vote by Internet



Go to www.voteproxy.com until 11:59 p.m. Eastern Time on April 30, 2025.	Call toll-free 1 (888) 776-9962 in the United States or 1 (201) 299-6210 from foreign countries until 11:59 p.m. Eastern Time on April 30, 2025.	Complete, sign, and date the proxy card/voting instruction card and return it in the postage-paid envelope that is enclosed with your proxy materials.	Go to https://web.lumiconnect.com/ 204691330 and vote during the Annual Meeting by entering the 11-digit control number included in your proxy materials and the password “Mm2025” and following the instructions on the Annual Meeting website.

As noted above, we strongly encourage you to vote in advance of the Annual Meeting by using one of the methods set forth above under “Before the Annual Meeting”, whether or not you plan to attend the Annual Meeting. You have the right to revoke your proxy before it is exercised at the Annual Meeting at any time before the polls close by submitting a later-dated proxy card/voting instruction card, by attending the Annual Meeting virtually and voting by Internet, by delivering instructions to our Corporate Secretary before the Annual Meeting, or by voting again using the Internet or by telephone before the cut-off time. Your latest Internet or telephone proxy is the one that will be counted. If you hold shares through a broker, bank, or other nominee, you may revoke any prior voting instructions by contacting that firm.

List of Stockholders

The names of stockholders of record entitled to vote will be available for inspection by stockholders of record for ten (10) days prior to the Annual Meeting and during the virtual Annual Meeting. If you are a stockholder of record and want to inspect the stockholder list, please send a written request to our Corporate Secretary at 23975 Park Sorrento, Suite 400, Calabasas, California 91302, or Steve.DeGennaro@marcusmillichap.com to arrange for electronic access to the stockholder list.

Internet Availability of Proxy Materials

We are furnishing proxy materials to our stockholders primarily via the Internet. On March 19, 2025, we mailed most of our stockholders as of the record date, a Notice Regarding the Availability of Proxy Materials (“Notice of Internet Availability”) containing instructions on how to access and review all the important information contained in our proxy materials, including our Proxy Statement and our 2024 Annual Report to Stockholders. The Notice of Internet Availability also instructs you on how to vote via the Internet. Other stockholders, in accordance with their prior requests, have been mailed paper copies of our proxy materials, and a proxy card or voting form.

Internet distribution of our proxy materials is designed to expedite receipt by stockholders, lower the cost of the annual meeting, and conserve natural resources. However, if you would prefer to receive paper copies of proxy materials, please follow the instructions included in the Notice of Internet Availability.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 3

Letter from the CEO & Chair of the Board

To our Shareholders:

Marcus & Millichap (MMI) demonstrated resilience and adaptability in navigating the challenges of the U.S. commercial real estate market. Our dedicated brokerage and financing teams and support personnel remained diligent, successfully managing extended transaction timelines and frequent deal recalibrations. These headwinds reflect the ongoing impact of the market disruption stemming from “higher for longer” interest rates amid inflationary pressures.

Although late-year market conditions benefited from a temporary drop in interest rates in the fall and more realistic pricing, 2024 was defined by prolonged interest rate volatility impacting real estate valuations, the marketing of property listings, and transaction closings. In this challenging environment, our team achieved a 14% increase in transaction volume to nearly $50 billion generated across 7,800 transactions, and year-over-year revenue growth of 8% at $696 million. This translates to 31 transactions per business day and four per business hour, keeping MMI ranked as the leading investment brokerage firm by transaction count according to third-party sources. Notably, transaction activity gained strength throughout the year, culminating in a 28% increase in the number of transactions and a 54% rise in transaction volume in the fourth quarter. Additionally, our financing platform continued to expand, now stronger and more resilient than at the conclusion of the last real estate bull market.

In recent years, we have maintained a proactive strategy driven by elevating investor outreach, further branding the firm as a leading source of market intelligence and transaction execution, and making targeted investments in talent, technology, and brokerage support. These initiatives position us favorably for the anticipated market recovery, ensuring that we capitalize on opportunities and strengthen our long-term competitiveness.

We remain committed to talent development, with a strong emphasis on broker training, retaining top performers, and strategic recruitment. Our technology investments are directly targeted at increasing efficiency and our sales force’s productivity while constantly connecting investors with our industry-leading exclusive inventory.

Our commitment to disciplined capital allocation, aligned with the long-term interests of our shareholders, remains unwavering. We maintain a strong financial position with no debt, ending the year with $394 million in cash, cash equivalents, and marketable securities. Since 2022, the Company has returned over $170 million of capital to shareholders through dividends and opportunistic share repurchases. We remain actively engaged in evaluating strategic opportunities to enhance our business through external growth initiatives. These include acquisitions, targeted recruiting to expand market and/or service coverage as well as investments in new services and partnerships. Over the past few years, we have added an auction division and loan sale capabilities and invested in a tech-heavy crowdfunding platform and a financial modeling, A.I.-based startup. All of these initiatives directly add value for our clients and integrate well with our sales force. We are committed to continuing the strategy of enhancing the MMI platform in 2025 and beyond. Our balanced long-term capital allocation strategy, which is focused on investments in technology, talent development, and strategic acquisitions of producers and firms, positions us for sustained growth and strengthens our ability to deliver value.

Industry Position

In 2024, we again solidified our leadership in investment sales while making significant progress in expanding our financing business. Our success reflects the dedication and expertise of our sales force, one of the largest in the industry. On the financing front, we strategically positioned our MMCC and IPA Capital Markets professionals as leading finance intermediaries across all investor categories and deal sizes. This strategic positioning, reinforced by the unwavering dedication of our sales force to staying engaged and responsive, has been essential in guiding clients through complex real estate decisions with confidence and clarity. Our investments in talent, infrastructure, and lender relationships have strengthened our financing business and will drive future growth. In 2024, our financing professionals closed 1,240 transactions with 367 separate lenders in a still-constricted

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 4

lending environment. The Company’s participation in major industry conferences and the publication of proprietary research and leading media coverage have drawn a significant number of clients to our business. We take great pride in our research team, whose research and analysis significantly enhance client guidance at all stages of the sales process. As we have highlighted in the past, we are confident that the platform we are currently streamlining will allow us to capture additional business more efficiently as market conditions improve. Our forward-thinking approach and continuous investments in our capabilities ensure that we remain at the forefront of the industry.

Market Environment

In 2025, our team will continue to face the same challenges that have impacted real estate transaction volumes over the past couple of years. Chief among them are higher interest rates, interest rate volatility and inflation uncertainty related to potential policy changes. However, management is guiding the sales force to leverage many positive factors to increase share and expand client relationships. These include more realistic valuations, healthy real estate fundamentals, significant dry-powder capital and the increasing need for more investors to sell assets.

Looking Forward

In 2025 and beyond, we remain committed to the strategy that has enabled MMI to succeed through

multiple market cycles for over 50 years. By driving operational excellence and refining our strategic capital allocation, we will continue to position ourselves to best serve our clients and shareholders. As we prepare for a sustained market recovery, we will focus on strengthening existing client relationships and building new ones, and ensuring we are well-positioned to capitalize on future opportunities and deliver long-term growth.

We thank our entire team for their hard work, our board of directors for their ongoing support, and our shareholders for their confidence in us over the past year. We look forward to our continued partnership.

Sincerely,

LOGO

Hessam Nadji

President, Chief Executive Officer

LOGO

George M. Marcus

Chairman of the Board of Directors

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 5

About Marcus & Millichap

Marcus & Millichap, Inc. (“MMI”) is a leading national real estate services firm specializing in commercial real estate investment sales, financing services, research, and advisory services. We are the leading national investment brokerage company in the $1 million to $10 million private client market segment. This is the largest and most active market segment and comprised greater than 80% of total U.S. commercial property transactions greater than $1 million in the marketplace in 2024.

As of December 31, 2024, we had 1,712 investment sales and financing professionals that are primarily exclusive commission-based independent contractors who provide real estate investment brokerage and financing services to sellers and buyers of commercial real estate in over 80 offices in the United States and Canada. In 2024, we closed 7,836 sales, financing, and other transactions with total sales volume of approximately $49.6 billion.

We service clients by underwriting, marketing, selling, and financing commercial real estate properties in a manner that maximizes value for sellers, provides buyers with the largest and most diverse inventory of commercial properties, and secures the most competitive financing from lenders for borrowers.

We were founded in 1971 in the western United States, and we continue to increase our presence throughout North America through execution of our growth strategies by targeting markets based on population, employment, level of commercial real estate sales, inventory, and competitive landscape opportunities where we believe the markets will benefit from our business model. We have grown to have offices in 35 states across the United States and in four provinces in Canada.

Company Overview

At Marcus & Millichap, our commitment is to help our clients create and preserve wealth by providing them with the best real estate investment sales, financing, research, and advisory services.



		National Platform Focused on Real Estate Investment Brokerage

		◾ Over 50 years of experience dedicated to perfecting real estate investment brokerage ◾ Designed to maximize real estate value, facilitate investment options by geography and property type, and create liquidity for investors

		Market Leader in the Private Client Market Segment

		◾ Only national brokerage firm predominantly focused on servicing the Private Client Market segment which consistently accounts for 80%+ of CRE transactions in the U.S. ◾ Private client business has been supplemented with penetration in larger transactions and institutional clients for over a decade

		Platform Built for Maximizing Investor Value

		◾ Marcus & Millichap Capital Corporation (“MMCC”) and Research & Advisory support client dialogue, financing, strategy, and sales execution ◾ Culture and policy of information sharing is key to maximizing investor value

		Management With Significant Investment Brokerage Experience

		◾ Non-competitive management with extensive investment brokerage experience, committed to training, coaching, and supporting investment sales professionals ◾ Culture creates a competitive advantage through agent retention and better client results

		Well-Positioned to Execute on Strategic Growth Plan

		◾ Positioned to increase Private Client Market segment share, expand presence in specialty niches/larger transaction business, and grow the MMCC division ◾ Strong balance sheet with no debt provides financial flexibility to pursue strategic acquisitions

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 6

PROPOSAL 1: Election of Directors

We are asking our stockholders to vote “FOR” three nominees to election as Class III Directors, each to serve on our Board of Directors (the “Board,” and each member a “Director”) for a three-year term until the 2028 Annual Meeting of Stockholders or until his successor is elected and qualified or, if earlier, the Director’s death, resignation, or removal.

Nominees and Continuing Directors

The following table sets forth information regarding the nominees standing for election at the Annual Meeting and our continuing Directors.


Nominee or Director Name	Class	Election Year	Age	Position(s)	Director Since
Nominees:
George M. Marcus	III	2025	83	Director, Founder, Chair of the Board	1971
George T. Shaheen	III	2025	80	Director	2013
Don C. Watters	III	2025	82	Director, Lead Independent Director	2013

Continuing Directors:
Norma J. Lawrence	I	2026	70	Director	2013
Hessam Nadji	I	2026	59	Director, President, Chief Executive Officer	2016
Collete English Dixon	II	2027	67	Director	2021
Lauralee E. Martin	II	2027	74	Director	2019
Nicholas F. McClanahan	II	2027	80	Director	2013

Recommendation of the Board

Provided that there is a quorum at the Annual Meeting, Directors are elected by a plurality of the votes cast by the stockholders entitled to vote at such election. Accordingly, subject to our Director Resignation Policy described in the “Corporate Governance” section below, the three nominees receiving the highest number of affirmative votes will be elected.

The individuals named as proxyholders will vote your shares for the election of these three nominees unless you direct them to withhold your vote. If any nominee is unable to serve or for good cause will not serve as a Director, the individuals named as proxyholders may vote for a substitute nominee.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH NOMINEE FOR DIRECTOR.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 7

Election of Directors

Nominee Selection Process

The Board is responsible for nominating persons for election as Directors of the Company. Our Board has delegated responsibility for identifying and evaluating individuals as members of the Board to our Nominating and Corporate Governance Committee.




		1 Identify the Candidate		Our Nominating and Corporate Governance Committee is charged with identifying, evaluating, and recommending director nominees to the full Board. When seeking new director candidates, the Nominating and Corporate Governance Committee will consider potential candidates for directors submitted by Board members, members of our management, and our stockholders. The Nominating and Corporate Governance Committee does not evaluate candidates differently based upon the source of the nominee.


		2 Confirm Candidate Qualifications		Once a candidate has been identified, our Nominating and Corporate Governance Committee will confirm that the candidate meets the following general criteria: ◾ Nominees should have a reputation for integrity, honesty, and adherence to high ethical standards; ◾ Nominees should have demonstrated business acumen, experience, and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company and should be willing and able to contribute positively to the decision-making process of the Company; ◾ Nominees should have a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board and its committees; ◾ Nominees should have the interest and ability to understand the sometimes-conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, governmental units, creditors, and the general public, and to act in the interests of all stockholders; and, ◾ Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director. While we do not have a formal diversity policy for Board membership, we look for potential candidates that help ensure that the Board has a wide range of perspectives and backgrounds, and we understand the benefits of seeking qualified candidates reflecting the diversity in our community to include in the pool from which we select new Board members. We also look for financial oversight experience, financial community experience, and a good reputation with the financial community; business management experience; business contacts, business knowledge, and influence that may be useful to our business; and knowledge about our industry.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 8

Election of Directors




		3 Candidate Evaluation		The Nominating and Corporate Governance Committee takes such measures that it considers appropriate in connection with the evaluation of a candidate, including candidate interviews, inquiries of the person recommending the candidate, engagement of an outside search or personnel firm to gather additional information, or reliance on the knowledge of the members of the committee, the Board or management.


		4 Committee Recommendation		The Nominating and Corporate Governance Committee recommends to the Board the persons to be nominated for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board, taking into consideration direct input from the Chair of the Board, the Chief Executive Officer (“CEO”), and, if one is appointed, the Lead Independent Director.


		5 Stockholder Vote		Stockholders vote on director nominees at the Annual Meeting of Stockholders.


		6 Implementation		Since 2019, two new independent Directors have been added, both of whom will continue to serve as Directors after the Annual Meeting. We believe each of our Directors brings a diverse set of skills and perspectives that add significant value to our governance and oversight.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 9

Election of Directors

Attributes, Skills and Experience of our Nominees and Continuing Directors

The Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the skills and characteristics of Board members, as well as the composition of the Board as a whole. This assessment includes determining whether members of the Board may be classified as “independent” and assessing their skills and experience in the context of the needs of the Board. The assessment also includes considering the diversity of the members’ skills and experience in areas that are relevant to the Company’s business and activities, including operations, finance, marketing, and sales.


TENURE Average tenure of nine years as of the end of 2024.
0 to 5 Years
5 to 10 Years
> 10 Years

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 10

Election of Directors

Summary of Board Nominee Experience and Skills

In addition to the minimum qualifications that the Board believes are necessary for all of our Directors, the following chart highlights certain skills and experience that are relevant to our long-term strategy, and therefore relevant when considering candidates for election to our Board. The chart below reflects each Director’s skillset. Further information on each Director’s qualifications and relevant experience is provided in the individual biographies that follow the chart.

Skills and Experiences

LOGO

Finance and Accounting

Human Capital Management

M&A

Other Public Company Board Service

Real Estate Industry Experience

Risk Management

Senior Leadership / CEO

Technology / Cybersecurity / Innovation

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 11

Election of Directors

Background and Qualifications of Director Nominees and Continuing Directors

Set forth on the following pages are the names and ages of the Director nominees and the continuing Directors, the years they became Directors, their principal occupations or employment for at least the past five years, and the names of other public companies for which they serve as a Director or have served as a Director during the past five years. Also set forth below are the specific experiences, qualifications, or skills that led our Nominating and Corporate Governance Committee to conclude that each person should serve as a Director.

Nominees for Election for a Three-Year Term Ending with the 2028 Annual Meeting of Stockholders

George M. Marcus

Founder, Chair

Marcus & Millichap, Inc.

Non-Independent Director



Director Since	Age	Committees
1971	83	Executive (Chair)

Director Qualifications

◾

Mr. Marcus is our founder and has served as our chair of the Board since 1971. He has extensive knowledge of the Company, over 50 years of experience working in the real estate industry and significant experience serving on boards of other public companies.

Experience and Biography

◾

Founder and chair of Marcus & Millichap Company, the parent company of a diversified group of real estate service investment and development firms, including, SummerHill Housing Group, Pacific Urban Investors and Meridian Property Company.

◾

Founder and chair of the board of Essex Property Trust, a public multifamily real estate investment trust, and was one of the original directors of Plaza Commerce Bank and Greater Bay Bancorp, both of which were formerly publicly held financial institutions.

◾

Professional memberships include Real Estate Roundtable, Fisher Center for Real Estate and Urban Economics at the University of California, Berkeley and Urban Land Institute, as well as numerous other professional and community organizations.

George T. Shaheen

Advisor

Andersen Global

Independent Director



Director Since	Age	Committees
2013	80	Audit, Compensation, Nominating and Corporate Governance

Director Qualifications

◾

Mr. Shaheen has extensive experience as a senior executive and director of numerous companies, and he possesses significant business and leadership knowledge and experience.

Experience and Biography

◾

Currently serves as a director of [24]7.ai, and Green Dot Corporation, along with its wholly owned subsidiary, Green Dot Bank.

◾

Currently serves as an advisor to Andersen Global LLC, an international tax and legal advisory firm.

◾

Previously was the chief executive officer of Siebel Systems, Inc., a CRM software company, from April 2005 until the sale of the company in January 2006.

◾

From October 1999 to April 2001, he served as the chief executive officer and chair of the board of Webvan Group, Inc.

◾

Previously was the chief executive officer and global managing partner of Andersen Consulting, which later became Accenture, from 1988 to 1999.

◾

He has served as an IT Governor of the World Economic Forum and as a member of the board of advisors for the Northwestern University Kellogg Graduate School of Management. He has also served on the board of trustees of Bradley University.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 12

Election of Directors

◾

Mr. Marcus graduated with a B.S. degree in Economics from San Francisco State University in 1965, was honored as Alumnus of the Millennium in 1999, and received his honorary doctorate in 2011. In June 2019, Mr. Marcus received an honorary doctorate from the American College of Greece. He is also a graduate of Harvard Business School’s Owner/President Management Program and Georgetown University’s Leadership Program.

◾

Mr. Shaheen received a B.S. in marketing and an M.B.A. in management from Bradley University. Mr. Shaheen has extensive experience as a senior executive and director of numerous companies, and he possesses significant business and leadership knowledge and experience.

Nominees for Election for a Three-Year Term Ending with the 2028 Annual Meeting of Stockholders

Don C. Watters

Director Emeritus

McKinsey & Company

Independent Director



Director Since	Age	Committees:
2013	82	Compensation (Chair), Audit

Director Qualifications

◾

Mr. Watters possesses substantial knowledge and experience in strategic planning, organization, operations, and leadership of complex organizations.

Experience and Biography

◾

Mr. Watters is a director (senior partner) emeritus of McKinsey & Company, a global management consulting firm. During his 28 years with McKinsey & Company, Mr. Watters served primarily Fortune 500 sized private sector clients in over a dozen different industries on issues of strategy, organization and operations.

◾

Served on the board of directors of Merant PLC, a publicly traded company based in the United Kingdom from the late 1990s to 2004.

◾

Was on the advisory board of Cunningham Communication, Inc. Mr. Watters has served on the board of directors of numerous non-profit organizations, including the San Jose Ballet, the Tech Museum of Innovation, the American Leadership Forum Silicon Valley, the American Leadership Forum National, United Way Silicon Valley and the Bay Area Garden Railway Society, and is a member of the El Camino Hospital Board of Directors.

◾

Mr. Watters received a B.S. in engineering from the University of Michigan and an M.B.A. from Stanford University.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 13

Election of Directors

Directors Continuing in Office until the 2026 Annual Meeting of Stockholders

Norma J. Lawrence

Former Partner

KPMG LLP

Independent Director



Director Since	Age	Committees
2013	70	Audit (Chair), Nominating and Corporate Governance

Director Qualifications

◾

Ms. Lawrence possesses particular knowledge and expertise in accounting and financial matters in the real estate industry.

Experience and Biography

◾

Ms. Lawrence previously served on the board of Broadmark Realty Capital Inc.

◾

Served as a partner in the audit department of KPMG LLP where she specialized in real estate.

◾

Ms. Lawrence was with KPMG from 1979 through 2012 and she was a member of the National Association of Real Estate Investment Trusts, the Pension Real Estate Association, the National Council of Real Estate Investment Fiduciaries, the California Society of Certified Public Accountants, and the American Institute of Certified Public Accountants, and was a member of WomanCorporateDirectors.

◾

Ms. Lawrence received a B.A. in mathematics and an M.B.A. in finance and accounting from the University of California, Los Angeles.

Hessam Nadji

President and CEO

Marcus & Millichap, Inc.

Non-Independent Director



Director Since	Age	Committees
2016	59	Executive

Director Qualifications

◾

Mr. Nadji has extensive knowledge of the Company and over 36 years of experience working in the real estate industry.

Experience and Biography

◾

Previously served as senior executive vice president and chief strategy officer at Marcus & Millichap, Inc.

◾

He joined the Company as vice president of research in 1996 and held various other senior management roles through the years, including chief marketing officer and head of the Company’s specialty brokerage divisions.

◾

Mr. Nadji received a B.S. in information management and computer science from City University in Seattle.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 14

Election of Directors

Directors Continuing in Office until the 2027 Annual Meeting of Stockholders

Collete English Dixon

Executive Director,

Marshall Bennett Institute of Real Estate, Roosevelt University

Independent Director



Director Since	Age	Committees
2021	67	Nominating and Corporate Governance

Director Qualifications

◾

Ms. English Dixon has extensive experience with the commercial real estate services industry and in evaluating acquisition opportunities as well as significant experience serving on the boards of several private companies.

Experience and Biography

◾

Serves as executive director of the Marshall Bennett Institute of Real Estate, Roosevelt University in Chicago.

◾

Currently serves as a managing principal of Libra Investment Group, LLC, a real estate consulting group, a position which she has held since September 2016.

◾

Previously held various key officer and management roles at PGIM Real Estate/Prudential Real Estate Investors (“PREI”), which is a business unit of Prudential Financial.

◾

In her role as executive director, vice president of transactions and as co-leader of PREI’s national investment dispositions program, she managed a number of real estate professionals and oversaw the sale of investment properties throughout the United States.

◾

Ms. English Dixon received a B.B.A. in finance and international business economics from the University of Notre Dame and an M.B.A. from Mercer University.

Lauralee E. Martin

Former CEO and President,

Healthpeak Properties, Inc.

Independent Director



Director Since	Age	Committees
2019	74	Audit, Executive

Director Qualifications

◾

Ms. Martin has extensive experience with the commercial real estate services industry and in evaluating acquisition opportunities, managing banking relationships and investor relations as well as significant experience serving on the boards of other public companies.

Experience and Biography

◾

Ms. Martin served as chief executive officer and president of Healthpeak Properties, Inc. (now DOC) a real estate investment trust focusing on properties serving the healthcare industry, from October 2013 to July 2016.

◾

Served as chief executive officer of the Americas Division of Jones Lang LaSalle, Inc., a financial and professional services firm specializing in real estate services and investment management, from January 2013 to October 2013.

◾

Executive vice president and chief financial officer of Jones Lang LaSalle from January 2002 and was appointed chief operating and financial officer in October 2005 and served in that capacity until January 2013.

◾

15 years with Heller Financial, Inc., a commercial finance company with international operations, where she was vice president, chief financial officer, senior group president and president of the Real Estate group.

◾

Ms. Martin currently serves on the boards of Kaiser Aluminum Corporation and QuadReal Property Group, is an advisor to Beacon Capital Partners, and previously served on the board of Healthpeak Properties, Inc., ABM Industries, KeyCorp and Gables Residential Trust.

◾

Ms. Martin received a B.A. in English from Oregon State University and an M.B.A. from the University of Connecticut.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 15

Election of Directors

Directors Continuing in Office until the 2027 Annual Meeting of Stockholders



Nicholas F. McClanahan Former Managing Director, Accretive Advisor Inc. Independent Director

Director Since	Age	Committees:
2013	80	Nominating and Corporate Governance (Chair), Compensation

Director Qualifications

◾

Mr. McClanahan possesses particular knowledge and experience in finance, capital structure, strategic planning, management and investment.

Experience and Biography

◾

Served as managing director of strategic relationships at Accretive Advisor Inc. from September 2010 to February 2012.

◾

From April 1971 through April 2006, Mr. McClanahan worked at Merrill Lynch & Co. in various positions, including as executive vice president of Merrill Lynch Canada and managing director of Merrill Lynch Private Banking Group from 2003 to 2005.

◾

Mr. McClanahan received a B.B.A. in finance from Florida Atlantic University and is a graduate of the Securities Industry Institute executive education program at The Wharton School at the University of Pennsylvania.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 16

Corporate Governance

Governance Highlights

The Board is committed to governance practices that promote long-term stockholder value and strengthen Board and management accountability to our stockholders, clients, and other stakeholders. The following table highlights many of our key governance practices.

◾

Six of our eight Directors are independent

◾

We have a Lead Independent Director

◾

Separate CEO and Board Chair positions

◾

Independent standing board committees

◾

Regular meetings of our independent Directors without management present

◾

Average Board tenure of nine years since initial public offering (as of the end of 2024)

◾

Annual Board and committee self-assessment process

◾

Strong focus on pay-for-performance

◾

Stock ownership guidelines for executive officers and Directors

◾

Policies prohibiting hedging, short selling, and pledging of our common stock

◾

Compensation recovery policy on executive compensation

◾

Review of cybersecurity, social issues, diversity, environmental sustainability, and public policy at the Board and Committee level

Board Responsibilities and Structure

Our Board oversees, counsels, and directs management in the long-term interests of the Company and our stockholders. Among other things, the Board’s responsibilities include:

◾

selecting the CEO and other executive officers;

◾

overseeing the risks that the Company faces;

◾

reviewing and approving our major financial objectives, strategic and operating plans, and other significant actions;

◾

overseeing the conduct of our business and the assessment of our business and other enterprise risks to evaluate whether the business is being properly managed; and

◾

overseeing the processes for maintaining our integrity regarding our financial statements and other public disclosures, and compliance with law and ethics.

Board Classes

The Board is divided into three classes. Any Director appointed to fill a vacancy on the Board in a given year will stand for election at the Company’s annual meeting of stockholders in respect of the class to which the Director is appointed.

The Class I Directors are Norma J. Lawrence and Hessam Nadji, whose terms will expire at the 2026 Annual Meeting of Stockholders.

The Class II Directors are Collete English Dixon, Lauralee E. Martin, and Nicholas F. McClanahan, whose terms will expire at the 2027 Annual Meeting of Stockholders.

The Class III Directors are George M. Marcus, George T. Shaheen, and Don C. Watters, who are nominated to be elected at the Annual Meeting.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 17

Corporate Governance

Leadership of the Board

Our Amended and Restated Bylaws (“Bylaws”) do not dictate a particular Board structure, and the Board is free to determine whether to have a Chair of the Board and, if so, to select that Chair and our CEO in the manner it considers in our best interest. Additionally, when the Chair of the Board also serves as the CEO, or is not otherwise an independent Director, the Board may designate an independent Director to act as a Lead Independent Director. Currently, the Company has a separate Chair of the Board, Lead Independent Director, and CEO.



Chair of the Board	Lead Independent Director	Chief Executive Officer

George M. Marcus	Don C. Watters	Hessam Nadji

The responsibilities of the Chair include, among other responsibilities: ◾ Presiding over meetings of the Board ◾ Presiding over meetings of stockholders ◾ Preparing the agenda for each Board meeting ◾ In conjunction with the Compensation Committee, evaluating the performance of the CEO and reviewing CEO compensation	The responsibilities of the Lead Independent Director include, among other responsibilities: ◾ Consulting with the Chair as to an appropriate schedule of Board meetings and providing the Chair with input as to the preparation of meeting agendas ◾ Consulting with the Chair as to the quality, quantity, and timeliness of the flow of information from Company management to the Board ◾ Acting as principal liaison between the Chair and the independent Directors ◾ Coordinating and presiding over meetings of independent Directors at which the Chair is not present	The responsibilities of the CEO include, among other responsibilities: ◾ Leading the affairs of the Company, subject to the overall direction and supervision of the Board and its committees ◾ Consulting and advising the Board and its committees on the business and affairs of the Company ◾ Performing such other duties as may be assigned by the Board

Currently, the Board has selected George M. Marcus to hold the position of Chair of the Board. Mr. Marcus’ experience at the Company has afforded him intimate knowledge of the issues, challenges, and opportunities facing the Company’s business. Accordingly, he is well-positioned to focus the Board’s attention on the most pressing issues facing the Company.

The Board has appointed Don C. Watters as its Lead Independent Director. As Lead Independent Director, Mr. Watters oversees the executive sessions of the independent Directors and serves as a liaison between the independent Directors and the Chair of the Board.

The Board believes its administration of its risk oversight function has not affected the Board’s leadership structure.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 18

Corporate Governance

Director Independence

The Board is currently composed of eight Directors, six of whom are independent.

Our Corporate Governance Guidelines provide that our Board must be comprised of a majority of Directors who are not current employees of the Company and otherwise meet appropriate independence standards. In determining independence, the Board considers the definition of “independence” or “independent director” in the listing standards of the New York Stock Exchange (“NYSE”), laws and regulations applicable to the Company, and other factors that contribute to effective oversight and decision-making by the Board.

The Board has undertaken a review of its composition, the composition of its committees and, in coordination with the Nominating and Corporate Governance Committee, the independence of each Director. Based upon information requested from and provided by each Director concerning his or her background, employment, and affiliations, including family relationships, the Nominating and Corporate Governance Committee has recommended that the Board determine and the Board has determined that Collete English Dixon, Norma J. Lawrence, Lauralee E. Martin, Nicholas F. McClanahan, George T. Shaheen, and Don C. Watters, representing six of our eight Directors who served during 2024, do not or did not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director and that each of these Directors is “independent,” as that term is defined under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing requirements and rules of the NYSE.

Transactions Considered in Independence Determinations

In making its independence determinations, the Board considered any transactions that occurred since the beginning of 2024 between the Company and entities associated with the independent Directors or members of their immediate family. All identified transactions are described below in “Certain Relationships and Related Party Transactions.”

None of our Directors are disqualified from being “independent” under the NYSE objective standards, except for Mr. Nadji, our CEO. However, the Board also considered any transactions in the context of the NYSE objective standards, the special standards established by the SEC for members of audit committees, the SEC and NYSE standards for compensation committee members, and the beneficial ownership of our capital stock by each non-employee director. Based on the foregoing, as required by the NYSE rules, the Board made a subjective determination that no relationships exist that, in the opinion of the Board, would impair our non-employee directors’ independence, except in the case of Mr. Marcus.

Independent Directors

LOGO LOGO LOGO LOGO LOGO LOGO

LOGO LOGO

6 of 8 Directors are Independent

Independent Committee Leadership


Audit Committee Chair		Independent
Compensation Committee Chair		Independent

Nominating and Corporate Governance Committee Chair		Independent

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 19

Corporate Governance

The Board of Directors and its Committees

The Board delegates various responsibilities and authority to different Board committees. Committees regularly report on their activities and actions to the full Board. The Board currently has, and appoints the members of, a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Executive Committee.

Each of the Board committees has a written charter approved by the Board, and we post the charters on our website at https://ir. marcusmillichap.com/corporate-governance/governance-documents. Each committee can engage outside experts, advisors, and counsel to assist the committee in its work.

The following table identifies the current committee members.


Chair		Member



Board Members	Independent	Audit	Compensation	Nominating and Corporate Governance	Executive

Collete English Dixon	Yes

Norma J. Lawrence	Yes

George M. Marcus

Lauralee E. Martin	Yes

Nicholas F. McClanahan	Yes

Hessam Nadji

George T. Shaheen	Yes

Don C. Watters	Yes

Number of Committee Meetings Held in 2024		4	5	4	1

Attendance at Board, Committee, and Annual Stockholders’ Meetings

The Board and its committees meet throughout the year on a set schedule, hold special meetings, and act by written consent from time to time as appropriate. The Board held five meetings in 2024.

We expect each Director to attend every meeting of the Board and the committees on which he or she serves, and we encourage them to attend the annual meetings of the stockholders. None of our Directors attended fewer than 75% of the total number of meetings of the Board and committees on which he or she serves that were held during the time that he or she served on the Board or such committees during 2024. Everyone who served as a Director on the date of the 2024 Annual Meeting of Stockholders attended that meeting. We expect that all current directors will attend the upcoming Annual Meeting.

2024 Average

Board and Committee Meeting

Attendance

100%

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 20

Corporate Governance

Audit Committee

Current Members

Norma J Lawrence (Chair)

Lauralee E. Martin

George T. Shaheen

Don C. Watters

Independence

The Board has affirmatively determined that each member of the Audit Committee meets the definition of “independent director” for purposes of the NYSE rules and the independence requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Board has also determined that each of Norma J. Lawrence and Lauralee E. Martin qualifies as an “audit committee financial expert” under the applicable SEC rules and regulations and that they are “financially literate” as that term is defined by the NYSE corporate governance requirements.

Meetings

The Audit Committee held four meetings in 2024.

Attendance

Responsibilities

Among other responsibilities, the Audit Committee is charged by the Board with the authority and responsibility to:

◾ review and approve the selection of our independent registered public accounting firm, and approving the audit and non-audit services to be performed by our independent registered public accounting firm;

◾ monitor the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

◾ review the adequacy and effectiveness of our internal control policies and procedures;

◾ oversee our internal audit function;

◾ discuss the scope and results of the annual audit with the independent registered public accounting firm, and review with management and the independent registered public accounting firm, our interim and year-end operating results;

◾ review, with management, cybersecurity and other risks relevant to the Company’s computerized information system controls and security, and determine if any such risks and incidents should be disclosed in the Company’s periodic filings with the SEC;

◾ review and evaluate our policies and practices and monitor our efforts in the area of ethics;

◾ oversee the principal risk exposures related to the financial statements and the Company’s mitigation efforts in respect of such risks, including, but not limited to financial reporting risks and credit and liquidity risks and review and discuss regular reports from management on such matters; and

◾ preparing the Audit Committee Report that the SEC requires in our annual proxy statement.


		2024 Average Audit Committee Meeting Attendance

		100%

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 21

Corporate Governance

Compensation Committee

Current Members

Don C. Watters (Chair)

Nicholas F. McClanahan

George T. Shaheen

Independence

The Board has affirmatively determined that each of these Directors meets the definition of “independent director” for purposes of the NYSE rules and the independence requirements of the Exchange Act.

Meetings

The Compensation Committee held five meetings in 2024.

Attendance

Responsibilities

Among other responsibilities, the Compensation Committee is charged by the Board with the authority and responsibility to:

◾ oversee our compensation policies, plans, and benefit programs;

◾ review and approve for our executive officers: annual base salary, annual cash incentives, including the specific goals and amount, equity compensation, employment agreements, severance arrangements, change in control arrangements, and any other benefits, compensation, or arrangements;

◾ administer our equity compensation plans;

◾ prepare the Compensation Committee Report that the SEC requires in our annual proxy statement; and

◾ oversee the development, implementation and effectiveness of our policies, strategies, programs, and practices relating to human capital management.


		2024 Average Compensation Committee Meeting Attendance

		100%

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 22

Corporate Governance

Nominating and Corporate Governance Committee

Current Members

Nicholas F. McClanahan (Chair)

Collete English Dixon

Norma J. Lawrence

George T. Shaheen

Independence

Meetings

The Nominating and Corporate Governance Committee held four meetings in 2024.

Attendance

Responsibilities

Among other responsibilities, the Nominating and Corporate Governance Committee is charged by the Board with the authority and responsibility to:

◾ identify, evaluate, and recommend to the Board for nomination candidates for membership on the Board;

◾ review with the Board on an annual basis, the independence, skills and characteristics of Board members, and the skills and characteristics of the Board as a whole, in determining whether to recommend incumbent Directors in the class subject to re-election;

◾ prepare and recommend to the Board corporate governance guidelines and policies;

◾ review and evaluate our policies and practices and monitoring our efforts and risk oversight in the areas of social issues, diversity, environmental sustainability, and public policy, and recommend changes for approval by the Board; and

◾ identify, evaluate, and recommend to the Board the chair and membership of each committee of the Board.


		2024 Average Nominating and Corporate Governance Committee Meeting Attendance

		100%

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 23

Corporate Governance

Executive Committee

Current Members

George M. Marcus (Chair)

Lauralee E. Martin

Hessam Nadji

Independence

The Board has affirmatively determined that Lauralee E. Martin meets the definition of an “independent director” for purposes of the NYSE rules and the independence requirements of the Exchange Act.

Meetings

The Executive Committee held one meeting in 2024.

Attendance

Responsibilities

The Executive Committee is charged by the Board with the authority and responsibility to take any and all actions which may be taken by the Board, including acting upon recommendations of other Committees of the Board, and administering the Company’s stock plans (including the granting of stock options and stock awards thereunder), except those actions reserved by law to the full Board or as limited by the Executive Committee Charter.


		2024 Average Executive Committee Meeting Attendance

		100%

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 24

Corporate Governance

Director Resignation Policy

A Director who changes the business or professional responsibility they held when they were elected to the Board, or whose personal circumstances have changed to the extent that it affects his or her ability to contribute to the Company’s continued development, should consult with the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee and shall tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will recommend to the Board the action, if any, to be taken with respect to the resignation. Any executive officer of the Company who serves on the Board shall submit his or her resignation to the Board at the time such officer ceases to be an executive officer of the Company.

The Board believes that term or age limits are, on balance, not the best way to maximize the effectiveness of the Board. While term limits may introduce fresh perspectives and viewpoints to the Board, they may also have the countervailing effect of causing the loss of contributions from Directors who have developed deep insight into the Company through years of experience.

As an alternative to term limits the Nominating and Corporate Governance Committee reviews the appropriateness of each Board member’s continued service every three years in connection with evaluating the appropriateness of their recommendation. Likewise, the Board does not believe that a mandatory retirement age is appropriate but will assess each Director’s ability to continue serving on the Board every three years in connection with evaluating the appropriateness of their recommendation.

Director Time Commitments

We believe that our Directors should be committed to enhancing stockholder value and should dedicate sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. We believe our Directors should not serve on an excessive number of boards of other public companies to permit them, given their individual circumstances, to perform and carry out all Director duties in a responsible manner.

Board and Committee Evaluations

The Board conducts an annual self-evaluation of its performance. The Nominating and Corporate Governance Committee is responsible for establishing the evaluation criteria and overseeing the evaluations. Each committee also evaluates its performance periodically.

Director Orientation and Continuing Education

In connection with the appointment of new members to the Board, management provides new Board members with Director orientation materials, including presentations from senior executives and Company policies. Each Director is expected to participate in continuing education programs to maintain the necessary level of expertise to perform his or her responsibilities.

CEO Evaluation and Succession Planning

The Compensation Committee conducts a review of the performance of the CEO at least annually. The Compensation Committee establishes the evaluation process and determines the specific criteria on which the performance of the CEO is evaluated. The results of the review and evaluation are communicated to the CEO by the Chair of the Board and the Chair of the Compensation Committee.

The CEO reviews succession planning and management development with the Board on an annual basis.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 25

Corporate Governance

The Board’s Role in Risk Oversight

Our Company faces a number of risks, including operational, economic, financial, legal, regulatory, and competitive risks. Our management is responsible for the day-to-day management of the risks we face. While our Board, as a whole, has the ultimate responsibility for the oversight of risk management, it administers its risk oversight role in part through the Board committee structure, with the Audit, Compensation, and Nominating and Corporate Governance Committees being responsible for monitoring and reporting on the material risks associated with their respective subject matter areas.



The Board
The Board’s role in our risk oversight process includes receiving regular reports from members of senior management, as well as external advisors, on areas of material risk to us, including operational, economic, financial, legal, regulatory, cybersecurity, and competitive risks. The full Board (or the appropriate committee in the case of risks that are reviewed by a particular committee) receives these reports from those responsible for the relevant risk to better understand our risk exposures and the steps that management may take to monitor and control these exposures. When a committee receives the report, the chair of the relevant committee generally will provide a summary to the full Board at the next Board meeting, allowing the Board and its committees to coordinate the risk oversight role.


Committee Responsibilities

Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee

The Audit Committee assists the Board in oversight and monitoring of principal risk exposures related to financial statements, legal, regulatory, cybersecurity, and other matters, as well as related mitigation efforts and receives regular reports on such matters from the Company’s Chief Information Officer and Chief Compliance Officer.	The Compensation Committee assesses, at least annually, the risks associated with our compensation policies.	The Nominating and Corporate Governance Committee assists the Board in oversight of risks that we have relative to compliance with corporate governance standards. This includes oversight of risks related to social issues, diversity, environmental sustainability, and public policy.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 26

Corporate Governance

Cybersecurity and Risk Oversight

Cybersecurity is an important part of our risk management processes and an area of increasing focus for our Board and management.

The Role of the Board

The Audit Committee of our Board, which is comprised entirely of independent Directors, is responsible for the oversight of risks from cybersecurity threats and other risks relevant to the Company’s information technology controls and security.

At least quarterly, the Audit Committee receives an overview from management of our cybersecurity threat risk management and strategy processes covering topics such as data security posture, results from third-party assessments, progress towards pre-determined risk-mitigation-related goals, our incident response plan, and material cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks. In such sessions, the Audit Committee generally receives materials indicating current and emerging material cybersecurity threat risks, and describing the company’s ability to mitigate those risks, and discusses such matters with our Chief Information Officer.

Members of the Audit Committee are also encouraged to regularly engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.

Material cybersecurity threat risks are also considered during separate Board meeting discussions of important matters like risk management, operational budgeting, business continuity planning, mergers and acquisitions, brand management, and other relevant matters.

The Role of Management

Our cybersecurity risk management and strategy processes are led by our Chief Information Officer, who is ultimately responsible for our information security program. This includes identifying threats, detecting potential attacks, and protecting all of our information assets.

Our process for identifying and assessing material risks from cybersecurity threats operates alongside our broader overall risk assessment process, covering

all company risks. As part of this process, appropriate disclosure personnel collaborate with subject matter specialists, as necessary, to gather insights for identifying and assessing material cybersecurity threat risks, their severity, and potential mitigations.

Additionally, we maintain a cybersecurity-specific risk assessment process which helps identify our cybersecurity threat risks. This process also aims to provide for the availability of critical data and systems, maintain regulatory compliance, identify and manage our risks from cybersecurity threats, and protect against, detect, and respond to cybersecurity incidents. This includes periodic comparison of our processes to standards set by the National Institute of Standards and Technology.

As part of our information security program, we maintain an incident response plan which coordinates the activities we take to prepare for, detect, respond to and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate, and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.

The firm’s senior executive team, inclusive of the CEO, CFO, COO, CAO and Legal, are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan.

Our Cybersecurity Oversight Structure

The Board

LOGO

Audit Committee

LOGO

Chief Information Officer

LOGO

Cybersecurity Team

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 27

Corporate Governance

Stockholder Engagement

Our Board values the input of our stockholders, and we are committed to maintaining stockholder outreach programs that provide a constructive dialogue. Our engagement program is intended to provide stockholders with honest, candid information on relevant issues, including on our corporate strategy, Board oversight of key risk areas, and executive compensation. We also gather stockholder views and feedback, including on the engagement program itself.

In the chart below, we detail the features of our stockholder engagement program, which is ongoing.


Before the Annual Meeting		Annual Stockholder Meeting
◾ Discuss stockholder proposals (if any) ◾ Publish our Annual Report and Proxy Statement		◾ Conduct engagements with stockholders (as necessary) ◾ Receive voting results for Board and stockholder proposals

After the Annual Meeting		Off-Season Engagement
◾ Discuss voting results from the Annual Meeting ◾ Review corporate governance trends, recent regulatory developments, investor perspectives, and the Company’s own corporate governance policies and practices ◾ Identify topics for discussions during off-season stockholder engagements		◾ Conduct meetings between stockholders, our Directors (if appropriate and requested), and members of management ◾ Attend and participate in investor and corporate governance-related events, including earnings calls ◾ Evaluate corporate governance and other relevant matters based on stockholder feedback, proxy voting guidelines and comments to the Company

Stockholder Engagement Outcomes

As part of our engagement program, we contacted 25 stockholders representing approximately 52% of total shares outstanding (approximately 83% excluding shares held by our Chair, George Marcus), and held meetings and conference calls with investors representing approximately 20% of our outstanding shares. Stockholders met with our Chief Financial Officer and Chief Legal Officer. Certain stockholders also met with Don C. Watters, our Lead Director and Compensation Committee Chair.

As part of our stockholder engagement efforts over the last year, we heard from our stockholders regarding our most recent advisory vote on executive compensation.

Stockholder engagement was an important consideration in key actions taken by the Company with respect to its executive compensation program, including the implementation of a performance-based equity award component to our long-term equity incentive plan for 2025. Please see Compensation Discussion and Analysis, beginning on page 36 of this Proxy Statement for more information.

Communications from Stockholders and Other Interested Parties to Directors

The Board recommends that stockholders and other interested parties initiate communications with the Board, any committee of the Board, or any individual director in writing to the attention of our Corporate Secretary at our principal executive office at 23975 Park Sorrento, Suite 400, Calabasas, CA 91302. This process will assist the Board in reviewing and responding to stockholder communications in an appropriate manner. The Board has instructed our Corporate Secretary to review such correspondence and, at the Corporate Secretary’s discretion, not to forward items if the Corporate Secretary deems them to be of a commercial or frivolous nature or otherwise inappropriate for the Board’s consideration.

Corporate Governance Guidelines

We are committed to having sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 28

Corporate Governance

The Nominating and Corporate Governance Committee is responsible for developing and reviewing our Corporate Governance Guidelines, and for preparing and recommending any changes to our Corporate Governance Guidelines and policies to the Board.

Having such principles is essential to running our business efficiently and maintaining our integrity in the marketplace. A copy of our Corporate Governance Guidelines is available on our website at https://ir.marcusmillichap.com/corporate-governance/governance-documents.

Code of Ethics

We strive to conduct our business with the highest integrity and standards of ethics and governance that support our values. This includes promoting fair labor practices, upholding human rights, and compliance with legal requirements, including those that address bribery and corruption. This also includes implementing policies, practices, and trainings that convey our expectations and values and meet stakeholder needs.

As part of this effort, we adopted a Code of Ethics. The Code of Ethics does not attempt to identify every possible category of ethical and legal behavior, but instead sets forth our clear expectations for ethical and honest behavior. We are committed to legal compliance, fair dealing, and addressing internal and external ethical concerns, which we do in part through our Ethics Hotline, which allows for anonymous reporting and direct communication with the Company’s Compliance Officer. Our expectations for ethics are further embedded into our practices through cross-discipline education and trainings, which are provided at the individual, office, and company-wide levels.

Our Audit Committee is responsible for reviewing and evaluating our policies and practices and monitoring our efforts in the area of ethics.

Our Code of Ethics can be found at https://ir. marcusmillichap.com/corporate-governance/governance-documents. Any amendments to the Code of Ethics, or any waivers of their requirements required to be disclosed pursuant to SEC or NYSE requirements, will be disclosed on the website.

Human Capital Oversight

Our Compensation Committee is responsible for the development, implementation and effectiveness of our policies, strategies, programs, and practices relating to human capital management including but not limited to those regarding recruiting, talent development and retention, culture, human health and safety and total rewards.

Our Nominating and Corporate Governance Committee is responsible for reviewing and evaluating our policies and practices and monitoring our efforts and risk oversight in the area of diversity.

For more information about our human capital efforts, please refer to the section entitled “Human Capital” in our Annual Report on Form 10-K for 2024.

Sustainability

We recognize that operating our business in a sustainable manner is important to our success. For this reason, we are exploring ways to address the environmental impact of our business, reduce carbon emissions, increase energy efficiency, reduce waste, and limit our consumption of natural resources.

More information on our Commitment to Sustainability policy can be found at: https://ir.marcusmillichap.com/esg/a-commitment-to-sustainability.

Commitment to People and Community – Corporate Responsibility

Marcus & Millichap maintains a Corporate Responsibility Policy. This policy memorializes our commitment to our employees, our community, and our stakeholders, as we believe taking into account the interests of our stakeholders drive the success of our business.

More information on our Corporate Responsibility Policy can be found at:

https://ir.marcusmillichap.com/esg/corporate-social-responsibility.

Marcus & Millichap, Inc. | 2025 Proxy Statement | Page 29

PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm for 2025

Ernst & Young LLP has served as our independent registered public accounting firm since 2013. The Audit Committee has once again selected Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025. As a matter of good corporate governance, the Audit Committee is submitting its appointment to our stockholders for ratification.

The Audit Committee’s decision to re-appoint our independent auditor was based on the following considerations:

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Quality and performance of the lead audit partner and the overall engagement team;

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Knowledge of the Company’s industries and operations;

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Capabilities and technical expertise:

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Auditor independence and objectivity; and

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The potential impact of rotating to another independent audit firm.

If the appointment of Ernst & Young LLP is not ratified by a majority of the shares of our common stock present or represented at the Annual Meeting and entitled to vote on the proposal, the Audit Committee will review its future appointment of an independent registered public accounting firm in light of that vote result.

We expect that a representative of Ernst & Young LLP will attend the Annual Meeting, and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from stockholders.

Audit Committee Pre-approval Policy

The Audit Committee pre-approves and reviews audit and non-audit services performed by our independent registered public accounting firm, as well as the fees charged for audit services. In its pre-approval and review of non-audit services, the Audit Committee considers, among other factors, the possible effect of the performance of such services on the auditor’s independence. For additional information concerning the Audit Committee and its activities with the independent registered public accounting firm, see “Corporate Governance” and “Audit Committee Report” in this Proxy Statement.

Fees Billed by Independent Registered Public Accounting Firm

The following table shows the fees and related expenses for audit and other services provided by Ernst & Young LLP in 2023 and 2024. The services described in the following fee table were approved in conformity with the Audit Committee’s pre-approval process.


	2024		2023
Audit Fees	$	1,380,502	$	1,340,482
Audit-Related Fees		—		—
Tax Fees		60,436		—
All Other Fees		—		—

Total	$	1,440,938	$	1,340,482

Audit Fees. This category includes fees for (i) the audit of our annual consolidated financial statements, (ii) reviews of our quarterly condensed consolidated financial statements, and (iii) services that are normally provided by our independent auditors in connection with statutory and regulatory filings or engagements.

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Audit-Related Fees. This category includes fees for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

Tax Fees. This category includes fees for professional services for tax compliance, tax advice, and tax planning. These services include assistance regarding federal, state, and international tax compliance, assistance with tax reporting requirements and audit compliance, tax planning, consulting, and assistance on business restructuring.

All Other Fees. This category includes fees for products and services other than the services reported above.

The Audit Committee determined that Ernst & Young LLP’s provision of these services, and the fees that we paid for these services, are compatible with maintaining the independence of the independent registered public accounting firm. The Audit Committee pre-approved all services that Ernst & Young LLP provided for 2023 and 2024 in accordance with the pre-approval policy discussed above.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025.

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Audit Committee Report

The Audit Committee of the Board consists of the four Directors whose names appear below. The Audit Committee is composed exclusively of Directors, who are independent under the NYSE listing standards and the SEC rules.

The Audit Committee’s general role is to assist the Board in monitoring the Company’s financial reporting process and related matters. Its specific responsibilities are set forth in its charter.

The Audit Committee has reviewed the Company’s audited financial statements for the year ended December 31, 2024, and met with management, as well as with representatives of Ernst & Young LLP, the Company’s independent registered public accounting firm, to discuss the financial statements. The Audit Committee also discussed with members of Ernst & Young LLP, the matters required to be discussed by the applicable Public Company Accounting Oversight Board and SEC requirements.

In addition, the Audit Committee received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with members of Ernst & Young LLP, its independence.

Based on these discussions, the financial statement review, and other matters it deemed relevant, the Audit Committee recommended to the Board that the Company’s audited financial statements for the year ended December 31, 2024 be included in the Company’s Annual Report on Form 10-K for 2024.

Norma J. Lawrence (Chair)

Lauralee E. Martin

George T. Shaheen

Don C. Watters

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PROPOSAL 3: Advisory Vote to Approve Executive Compensation

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders are being asked to cast an advisory vote to approve the compensation of our named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables (a “say-on-pay” vote).

Our executive compensation program is designed to reward performance in a simple and effective way. We believe the compensation paid to our named executive officers for 2024 appropriately reflects and rewards their contributions to our performance and is aligned with the long-term interests of our stockholders.

We encourage stockholders to read the Compensation Discussion and Analysis, beginning on page 36 of this Proxy Statement, which describes the details of our executive compensation program and the decisions made by the Compensation Committee in 2024.

Stockholders are being asked to approve the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the named executive officers, as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables), is hereby approved.”

As an advisory vote, this proposal is not binding on the Company, the Board, or the Compensation Committee. However, the Board and the Compensation Committee value the opinions expressed by stockholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions regarding named executive officers.

We currently conduct annual advisory votes on executive compensation, and we expect to conduct the next advisory vote on executive compensation at our 2026 Annual Meeting of Stockholders.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE NON-BINDING RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

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PROPOSAL 4: Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation

As described in Proposal No. 3 above, in accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders have the opportunity to cast an advisory vote to approve the compensation of our named executive officers. This Proposal No. 4 affords stockholders the opportunity to cast an advisory vote on how often we should include a say-on-pay proposal in our proxy materials for future annual stockholder meetings for which proxies will be solicited for the election of directors, or a special meeting in lieu of such annual meeting (a “say-on-pay frequency proposal”). Under this Proposal No. 4, stockholders may vote to have the say-on-pay vote every year, every two years, or every three years.

The Board of Directors and the Compensation Committee believe that annual votes will allow the Compensation Committee, management, and our stockholders to continue to engage in a timely, open and meaningful dialogue regarding our executive compensation philosophy, policies and practices.

As an advisory vote, this proposal is not binding on the Company, the Board, or the Compensation Committee. However, the Compensation Committee and the Board value the opinions expressed by stockholders in their votes on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of conducting a say-on-pay vote.

It is expected that the next vote on a say-on-pay frequency proposal will occur at the 2031 annual meeting of stockholders.

Stockholders may cast their advisory vote to conduct advisory votes on executive compensation every “1 Year,” “2 Years,” or “3 Years,” or “Abstain.”

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE TO HOLD SAY-ON-PAY VOTES EVERY 1 YEAR (AS OPPOSED TO 2 OR 3 YEARS).

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Compensation

Compensation Discussion and Analysis

In this Compensation Discussion and Analysis, we discuss our compensation philosophy and executive compensation program, as well as describe and analyze our compensation actions and decisions for our named executive officers for the fiscal year ended December 31, 2024 (each, an “NEO”). For 2024, our NEOs and their designated titles are as follows:

◾	Hessam Nadji, President and CEO

◾	Steven F. DeGennaro, Executive Vice President and Chief Financial Officer

◾	Richard Matricaria, Executive Vice President and Chief Operating Officer, Western Division

◾	John David Parker, Executive Vice President and Chief Operating Officer, Eastern Division

◾	Gregory A. LaBerge, Senior Vice President, Chief Administrative Officer

2024 Business Overview

We remained resilient and continued to make progress toward our long-term goals despite significant market headwinds experienced across the U.S. commercial real estate industry last year. According to MSCI, 2024 U.S. commercial real estate transaction activity declined by an estimated 3% compared to the prior year, driven by persistent elevated interest rates, sustained lender caution, and uncertain economic prospects.

In this environment, our team delivered revenue of $696 million, an increase of 8% year-over-year, and a net loss of $12 million in 2024. Our earnings were positively impacted by proactive expense management. We also continued to invest capital in top talent acquisition and retention, technological innovations and expanding our service offerings to our sales force and clients. We believe these strategic investments will allow us to leverage the downturn to our advantage, lead in the recovery, and enhance the long-term growth profile of the Company. We ended the year with $394 million in cash, cash equivalents, restricted cash, and marketable debt securities, available-for-sale, and no debt.

In 2024, our management team adopted a range of strategic initiatives to minimize the impact of the market dislocation while still strengthening the MMI platform. We implemented cost control measures aimed at reducing the interim impact of lower revenue while continuing to invest in talent development essential to long-term growth. Focusing on our people, we continued to provide broker training, retention of top producers and the recruitment of experienced professionals and teams. We prioritized our ability to serve client needs by enhancing our marketing efforts, further integrating our auction teams into the sales process and leveraging technology. We further elevated our brand with relevant and topical client webcasts, industry-leading market research, and highly visible appearances in the national media as well as at industry conferences. These combined efforts helped contribute to over 7,836 closings and nearly $50 billion in volume, keeping MMI as the top ranked commercial real estate brokerage firm by transactions last year.

We remain committed to a comprehensive capital allocation strategy that aligns with the long-term interests of our stockholders. In 2024, we returned $20 million to stockholders in the form of dividends and another $0.6 million through share repurchases.

While we continue to face near-term challenges due to higher interest rates, rate volatility and inflation uncertainty, we are committed to sustaining our long-term mindset. This includes building competitive advantages, optimizing operational efficiencies, continuing to prioritize delivery of best-in-class services for our clients, and strategically deploying capital to further strengthen our internal resources and external growth opportunities.

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Compensation

Alignment of CEO Compensation and Company Performance

We designed our 2024 executive compensation program to motivate and reward executive performance. The chart below analyzes CEO’s target total direct compensation (which is the sum of base salary, target bonus, and target long-term incentive (“LTI”) grant value) for 2024. Mr. Nadji’s original target grant value was $6.9 million. As explained in more detail in this CD&A, his 2024 target bonus and LTI grant value were reduced due to challenging business conditions resulting in 2024 target total direct compensation of $5.3 million. Actual bonus was earned at 54% of target, while the value of the 2024 grant at 12/31/2024 increased from the 5/2/2024 grant value based on our improved total shareholder return during the last half of the year. The resulting actual total direct compensation was $4.7M, which was 32% below Mr. Nadji’s original target total direct compensation.

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Compensation Philosophy

Our executive compensation program is intended to achieve the following objectives:

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Attract and incentivize talented individuals to lead and manage our business

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Align our executive officers’ compensation with our business objectives and the interests of our stockholders

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Reward our executive officers fairly over time based on actual performance and retain those individuals who continue to meet our high expectations

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Compensation

Compensation Policies and Practices

Our executive compensation program and corporate governance policies are designed to link pay with operational performance and increase in long-term stockholder value while striking a responsible balance between risk and reward. To accomplish these objectives, we have adopted the following policies and practices over time:



What We Do		What We Don’t Do
✓ Pay-for-performance philosophy and culture ✓ More than two-thirds of our current NEOs’ total target direct compensation is performance-based and/or at risk ✓ Independent compensation committee ✓ Independent compensation consultant ✓ Compensation recovery policy for executive officers on cash and equity incentives ✓ Responsible use of shares under our long-term incentive program ✓ Robust stock ownership requirements ✓ Annual risk assessment of our compensation program ✓ Limited perquisites and personal benefits		× Minimum guaranteed vesting for performance-based equity awards × Allow for pledging and hedging of Company stock by executive officers, Directors, employees, and independent contractor agents × Single trigger vesting of equity awards × Excessive severance or change in control benefits × Payout or settlement of dividends and dividend equivalents on unvested equity awards × Reprice, cash-out or exchange “underwater” stock options without stockholder approval × Tax gross-ups × Executive pension plans or supplemental retirement plans

2024 Say-on-Pay Advisory Vote - Stockholder Outreach

Every year, we provide our stockholders with the opportunity for an annual vote to approve the compensation of our NEOs on an advisory basis. At our 2024 Annual Meeting of Stockholders, approximately 71% of votes cast (for or against) by stockholders supported the advisory vote on executive compensation, which was a departure from the 2023 vote in which we received approximately 93% support of the votes cast. Following this vote, we conducted an extensive engagement campaign with our stockholders, which we describe in detail below.

We Contacted Stockholders Representing Approximately 52% of our Total Shares Outstanding

Stockholders We Contacted

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We reached out to 25 stockholders representing approximately 52% of our total shares outstanding (approximately 83% excluding the shares held by our Chair, George Marcus) to invite them to participate in meetings to discuss our executive compensation program.

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Stockholders representing approximately 20% of our total shares outstanding accepted our invitation to share feedback.

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Compensation

Company Participants

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Our Chief Financial Officer and Chief Legal Officer participated in meetings with investors representing approximately 20% of our total shares outstanding.

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Don C. Watters, the independent chair of the Compensation Committee, participated in meetings with investors representing approximately 10% of our total shares outstanding.

Key Themes from Stockholder Engagement

While our stockholders were generally pleased with the design of our executive compensation program, they did express concern with the lack of performance-based equity grants in our long-term incentive compensation program. Certain stockholders also expressed concern with the one-time, off-cycle, equity award made in August of 2023.

The Compensation Committee is committed to implementing compensation programs that are aligned with the interests of our stockholders.

Elements of 2024 Compensation

This section describes the elements of our NEOs’ 2024 compensation, which consist of the following:


Direct Compensation		Indirect Compensation
◾ Base Salary		◾ Employee Benefits
◾ Annual Cash Incentives
◾ Long-Term Equity Incentives

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Compensation

In 2024, approximately 87% of our CEO’s and about 77% on average of our other NEOs’ target total direct compensation was “at-risk” and/or performance-based.

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(1)	Reflects target amounts and not amounts actually earned.

Base Salary

Base salary is a fixed component of our NEOs’ compensation and does not vary with Company performance. Base salaries are set at levels intended to be competitive and commensurate with each executive officer’s position, performance, skills, and experience to attract and retain the best talent. The Compensation Committee reviews base salaries for our executive officers annually and adjusts them, if needed, to reflect changes in market conditions or other factors, including business climate and changing responsibilities as our executive officers’ positions evolve.

In February 2024, after considering each NEO’s individual performance and responsibilities, as well as the business climate and a market data analysis of the Company’s peer group, the Compensation Committee determined that each NEO’s base salary remained market competitive and commensurate with each NEO’s role, responsibilities, and performance.

The table below sets forth our NEOs’ 2024 base salary levels and our NEOs’ base salary increases compared to 2023 base salary levels.


NEO	2024 Annual Base Salary		2023 Annual Base Salary		Percentage Increase
Hessam Nadji	$	700,000	$	700,000	—
Steven F. DeGennaro	$	400,000	$	400,000	—
Richard Matricaria	$	400,000	$	400,000	—
John David Parker	$	400,000	$	400,000	—
Gregory A. LaBerge	$	350,000	$	350,000	—

Annual Cash Incentives

In 2024, all our executive officers participated in the 2024 Executive Short-Term Incentive Plan (the “2024 Annual Incentive Plan”). The Compensation Committee established certain financial and non-financial goals in May 2024, which are discussed in more detail below.

Annual cash incentives are designed to reward annual accomplishments against pre-established financial and strategic goals. In establishing target short-term cash incentive award opportunities for the NEOs, the Compensation Committee considered each NEO’s individual performance and responsibilities, historical target amounts, and a market data analysis of the Company’s peer group. The Compensation Committee approved 2024

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Compensation

target short-term cash incentive award opportunities for the NEOs, which were unchanged from each NEO’s target annual incentive opportunity in 2023. Consistent with the approach taken in 2023, the Compensation Committee then reduced the established targets by 15% due to challenging business conditions.


NEO	2024 Target Annual Incentive Opportunity		Original Target Annual Incentive Opportunity		Percentage Decrease
Hessam Nadji	$	2,295,000	$	2,700,000	(15%)
Steven F. DeGennaro	$	807,500	$	950,000	(15%)
Richard Matricaria	$	1,317,500	$	1,550,000	(15%)
John David Parker	$	1,317,500	$	1,550,000	(15%)
Gregory A. LaBerge	$	467,500	$	550,000	(15%)

Actual annual incentive awards could range from 0% to 200% of each NEO’s target based on performance against the performance goals. In addition, the Compensation Committee retained the flexibility to adjust awards based on the Company and each NEO’s performance and any other factors they deem appropriate.

Annual incentives for 2024 were based on a combination of financial and individual strategic performance goals.

The weightings between each performance category for each NEO were as follows:


NEO	MMI Financial Performance		Individual/Strategic Performance
Hessam Nadji		50%		50%
Steven F. DeGennaro		40%		60%
Richard Matricaria		40%		60%
John David Parker		40%		60%
Gregory A. LaBerge		35%		65%

Financial Objectives for 2024.

Pre-tax net income is used for the financial performance goal for the Company’s Annual Incentive Plan because it provides a consistent, firm, and accurate measure of the Company’s overall financial performance and profitability, as it excludes the impact of tax considerations, which can be complex and variable due to the nature of our business, and the various state, local, and foreign taxes that we are subject to.

As discussed in more detail above, our business was negatively impacted by the significant market headwinds experienced across the U.S. commercial real estate industry starting in the second half of 2022 and continuing through 2024. As a result, our internal operating plan anticipated significantly lower net income than that budgeted in 2023, but significantly higher than the actual pre-tax net loss of $40.4 million in 2023. Furthermore, to ensure our annual cash incentive program was appropriately rigorous, the Compensation Committee set the pre-tax net income financial performance target 50% higher than our internal operating plan (i.e., the annual cash incentive program target was pre-tax net income of $30 million versus our pre-tax net income budget of $20 million). The 2024 target goal was established on the premise that the Federal Reserve would begin reducing interest rates by the second quarter and bringing about improving market conditions starting in the third quarter, which ultimately did not occur. The Compensation Committee also determined that approving such an aggressive goal was appropriate to help motivate and maintain the continuous work ethic demonstrated by the Company’s executives and incentivize strong financial performance.

Despite being the top ranked brokerage firm by number of transactions in 2024, we incurred a pre-tax net loss of $13 million, due to the market dislocation and significant decline in total transactions, as well as expenses related to the capital that we invested in talent acquisition and retention. While this was an improvement over 2023, it resulted in no payout for the financial performance component of each NEO’s target annual incentive opportunity.

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Compensation

Individual Strategic Objectives for 2024.

Individual strategic goals varied for each executive and related to the following:


NEO		Individual Strategic Performance Goals
Hessam Nadji		Minimize revenue loss from departing agents through retention efforts, recruiting of new and experienced agents, sales force operational excellence, organizational strategies, workforce engagement and internal communications, and strategic initiatives
Steven F. DeGennaro		Financial services operational improvements, investor relations management and oversight, and strategic initiatives, including executive strategic priorities in partnership with the CEO
Richard Matricaria		Minimize revenue loss from departing agents through retention efforts, recruiting of new and experienced agents, and strategic initiatives, including increasing market share and core revenue, and supporting the CEO in managing outcomes for key people and projects
John David Parker		Minimize revenue loss from departing agents through retention efforts, recruiting of new and experienced agents, and strategic initiatives, including increasing market share and core revenue, successfully implementing key initiatives and supporting the CEO in managing outcomes for key people and projects
Gregory A. LaBerge		Minimize revenue loss from departing agents through retention efforts, technology initiatives, strategic initiatives, and implementing operational initiatives firmwide

The Compensation Committee evaluated each NEO’s performance against his strategic goals to make an overall determination of the aggregate achievement for each NEO. Based on this evaluation, the Compensation Committee determined that each NEO met or largely achieved most of his strategic goals. Key performance highlights that were considered by the Compensation Committee in assessing the achievements of the NEOs included:

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Effectively communicated with analysts and major shareholders in a volatile market.

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Achieved a pre-established retention rate at 100% of target, despite a highly competitive landscape for talent.

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Drove focus on market listing opportunities to effectuate further price reductions and listing conversions.

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Adopted a range of measures, projects and departmental changes to drive progress toward short-and long-term strategic goals.

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Explored strategic considerations and evaluated acquisition opportunities for further diversification and growth.

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Enhanced our ability to serve client needs by expanding marketing efforts and central support, further integrating our auction teams into the sales process, and leveraging technology.

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Compensation

Based on MMI’s financial performance and the Compensation Committee’s assessment of each NEO’s individual performance against his pre-established strategic goals as well as the Compensation Committee’s independent judgement as to each NEO’s total contributions to the Company, the Compensation Committee awarded the annual incentives, set forth in the table below, which reflected a percentage of each NEO’s target annual incentive opportunity.


NEO	Target Annual Incentive Opportunity ($)		Actual Award ($)		Actual Award (% of Target)
Hessam Nadji	$	2,295,000	$	1,240,448		54	%
Steven F. DeGennaro	$	807,500	$	515,185		64	%
Richard Matricaria	$	1,317,500	$	685,100		52	%
John David Parker	$	1,317,500	$	746,364		57	%
Gregory A. LaBerge	$	467,500	$	273,488		59	%

Long-Term Incentives

Our long-term incentive program has historically consisted of annual grants of RSUs, which align the interests of management with those of stockholders, promote retention of key talent, and reward total stockholder return performance. When determining the appropriate RSU grants for the NEOs, the Compensation Committee considers each NEO’s role, responsibilities, past performance, future potential, current level of ownership, and amount of unvested equity holdings. Generally, for NEOs other than the CEO, the Compensation Committee has chosen to award RSUs that have a grant date fair value that does not exceed 50% of each NEO’s target annual incentive award for the prior year, with the actual number of RSUs to be determined based on the consideration of the foregoing factors.

In connection with the annual compensation review process, after considering the Company’s and each NEO’s 2023 performance relative to the metrics set forth in the annual incentive plan for 2023, each NEO’s current equity holdings in the Company, a market data analysis of the Company’s peer group, and the current equity ownership of our NEOs, in February 2024, the Compensation Committee granted 72,000 RSUs to Hessam Nadji (representing 20,000 fewer RSUs compared to Mr. Nadji’s 2023 RSU grant), 10,701 RSUs to Steven DeGennaro, 8,730 RSUs to Richard Matricaria, 17,460 RSUs to John David Parker, and 6,195 RSUs to Gregory A. LaBerge, subject to stockholder approval of the Amended and Restated 2013 Omnibus Equity Incentive Plan at the 2024 Annual Meeting of Stockholders on May 2, 2024. The table below sets forth the number of RSUs granted to each of Messrs. Nadji, DeGennaro, Matricaria, Parker, and LaBerge in 2023 and 2024, as well as the difference in grant date fair value.


NEO	2024 RSUs	2023 RSUs	Difference in Grant Date Fair Value⁽¹⁾
Hessam Nadji	72,000	92,000⁽²⁾	$(947,440)

SEC Form DEF 14A filed by Marcus & Millichap Inc.