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

Notice of 2026 Annual Meeting of Stockholders and Proxy Statement

Marcus & Millichap, Inc.

April 30, 2026, 2:00 p.m. Pacific Time

A Different Kind of Brokerage

23975 Park Sorrento, Suite 400

Calabasas, California 91302

(818) 212-2250

March 18, 2026

Dear Stockholder:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Marcus & Millichap, Inc., which will be held virtually on April 30, 2026.

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 18, 2026, we mailed to our stockholders a notice containing instructions on how to access our Proxy Statement and 2025 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, 2025 Annual Report to Stockholders, and proxy card were enclosed.

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

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2026 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,

Hessam Nadji

President and Chief Executive Officer

Table of Contents

March 18, 2026

Notice of 2026 Annual Meeting of Stockholders

TO BE HELD ON APRIL 30, 2026

The 2026 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, April 30, 2026 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:

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 13, 2026, the record date, or hold a legal proxy for the Annual Meeting provided by your bank, broker, or other nominee.

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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,

Hessam Nadji

President and Chief Executive Officer

Calabasas, California

March 18, 2026

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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 29, 2026.		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 29, 2026.		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 edge.media-server.com/mmc/p/dpnyjxmm and vote during the Annual Meeting by entering the 11-digit control number included in your proxy materials and the password “Mm2026” 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 [email protected] 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 18, 2026, 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 2025 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.

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Letter from the CEO & Chair of the Board

To our Shareholders:

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About Marcus & Millichap

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PROPOSAL 1: Election of Directors

We are asking our stockholders to vote “FOR” two nominees to election as Class I Directors, each to serve on our Board of Directors (the “Board,” and each member a “Director”) for a three-year term until the 2029 Annual Meeting of Stockholders or until his or her 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.

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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.

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Election of Directors

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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 since IPO of 10 years as of the end of 2025.
0 to 5 Years
5 to 10 Years
> 10 Years

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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

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

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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 2029 Annual Meeting of Stockholders

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Election of Directors

Directors Continuing in Office until the 2027 Annual Meeting of Stockholders

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Election of Directors

Directors Continuing in Office until the 2027 Annual Meeting of Stockholders

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Election of Directors

Directors Continuing in Office until the 2028 Annual Meeting of Stockholders

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Election of Directors

Directors Continuing in Office until the 2028 Annual Meeting of Stockholders

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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.

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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.

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Corporate Governance

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

6 of 8 Directors are Independent

Independent Committee Leadership

 

Audit Committee Chair		Independent
Compensation Committee Chair		Independent
Nominating and Corporate Governance Committee Chair		Independent

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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 2025				4		4		4		1

Attendance at Board, Committee, and Annual Stockholders’ Meetings

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Corporate Governance

Audit Committee

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Corporate Governance

Compensation Committee

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Corporate Governance

Nominating and Corporate Governance Committee

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Corporate Governance

Executive Committee

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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 a self-evaluation of its performance and the performance of individual Directors from time to time. 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.

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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.

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Corporate Governance

Cybersecurity and Risk Oversight

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Corporate Governance

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Corporate Governance

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PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm for 2026

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, 2026. 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:

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 2024 and 2025. The services described in the following fee table were approved in conformity with the Audit Committee’s pre-approval process.

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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PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm for 2026

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.

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 2024 and 2025 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 2026.

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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, 2025, 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, 2025 be included in the Company’s Annual Report on Form 10-K for 2025.

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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 2025 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 34 of this Proxy Statement, which describes the details of our executive compensation program and the decisions made by the Compensation Committee in 2025.

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 2027 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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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, 2025 (each, an “NEO”). For 2025, our NEOs and their designated titles are as follows:

2025 Business Overview

We remained resilient in our second consecutive year of revenue recovery 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, 2025 U.S. commercial real estate transaction counts increased by an estimated 17% compared to the prior year, supported by the recalibration of pricing and modest but meaningful declines in interest rates. Lender confidence appears to be returning, with more lenders actively engaging in the market and competing to place debt capital.

In this environment, our team delivered revenue of $755.2 million, an increase of 8.5% year-over-year, and a net loss of $1.9 million in 2025. 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 $398.2 million in cash, cash equivalents, restricted cash, and marketable debt securities, available-for-sale, and no debt. In 2025, our management team also 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 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 8,800 closings and approximately $50.8 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 that aligns with the long-term interests of our stockholders. In 2025, we returned $20.6 million to stockholders in the form of dividends and another $25.4 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

Management Reorganization

The Company implemented a management reorganization during 2025, which impacted the roles of several of the NEOs. Effective April 29, 2025, Mr. Parker, formerly the Chief Operating Officer, Eastern Division, was promoted to Executive Vice President and Chief Operating Officer of the Company, overseeing all brokerage operations. In connection with this reorganization, Richard Matricaria, formerly the Company’s Executive Vice President and Chief Operating Officer, Western Division, was named Senior Vice President and Chief Growth Officer, overseeing the Company’s key growth initiatives including strategic partners, investments and overseeing the Company’s talent development. Mr. LaBerge, formerly the Company’s Chief Administrative Officer, transitioned to the role of Senior Vice President, Chief Client Officer, overseeing the Company’s specialty divisions. Mr. DeGennaro, the Company’s Executive Vice President and Chief Financial Officer, took on expanded responsibilities overseeing all aspects of the Company’s technology functions.

Mr. Matricaria is no longer an executive officer in his new capacity, but he remained an NEO for 2025 because his compensation would have placed him among the other three most highly compensated executive officers (other than the CEO and CFO) had he been an executive officer at December 31, 2025.

Alignment of CEO Compensation and Company Performance

We designed our 2025 executive compensation program to motivate and reward executive performance. The chart below analyzes our CEO’s target total direct compensation (which is the sum of base salary, target bonus, and target long-term incentive (“LTI”) grant value) for 2025. As explained in more detail in this CD&A, Mr. Nadji’s original 2025 target total direct compensation was approximately $6.9 million. Due to continued market disruption and challenging business conditions, Mr. Nadji’s 2025 target bonus was reduced for the second year in a row. In 2025, Mr. Nadji was granted 92,120 share units, which is consistent with the approximate number of shares he has received in each year since 2019, except for 2024, when he was granted 72,000 share units, again to recognize continued challenging business conditions, and in 2023, when he also received a one-time retention grant of 150,000 shares. Unlike in prior years where all share units were granted as service vesting restricted stock units (“RSUs”), 50% of Mr. Nadji’s 2025 grant was in the form of performance share units (“PSUs”) that may be earned from 0 to 200% of the target number of shares based on achievement of three-year financial goals. Actual bonus was earned at 72% of target, and the value of the 2025 LTI grants at December 31, 2025 decreased based on our total shareholder return from the grant date to the end of the year (in this analysis, we assume the target number of PSUs for both target and actual compensation). The resulting “actual” total direct compensation was tracking to approximately $5 million, which was approximately 27% below Mr. Nadji’s original target total direct compensation.

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Compensation

Compensation Philosophy

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

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:

2025 Say-on-Pay Advisory Vote

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 2025 Annual Meeting of Stockholders, approximately 92% of votes cast (for or against) by stockholders supported the advisory vote on executive compensation, which, in light of the significant improvement from the 2024 vote in which we received approximately 71% support of the votes cast, demonstrates our commitment to meaningfully engaging with our stockholders and effectively addressing stockholder concerns.

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Compensation

Elements of 2025 Compensation

This section describes the elements of our NEOs’ 2025 compensation, which consist of the following:

In 2025, approximately 89% of our CEO’s and about 79% on average of our other NEOs’ target total direct compensation was “at-risk” and/or performance-based.

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 2025, the Compensation Committee considered each NEO’s individual performance and responsibilities, as well as the business climate and a market data analysis of the Company’s peer group in establishing base salaries for 2025. The Compensation Committee approved an increase to Mr. DeGennaro’s annual base salary, effective February 1, 2025, from $400,000 to $500,000, in consideration of the expanded responsibilities assigned to his role, which include oversight of the Company’s technology functions. The Compensation Committee determined that each other NEO’s base salary remained market competitive and commensurate with each NEO’s role and responsibilities as of February 2025, and therefore maintained base salaries at their current levels. Effective April 29, 2025, as part of the Management Reorganization described above, Mr. Parker was promoted to Executive Vice President and Chief Operating Officer of the Company, at which time the Compensation Committee increased his annual base salary from $400,000 to $500,000 in consideration of his expanded responsibilities.

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Compensation

The table below sets forth our NEOs’ 2025 base salary levels as of December 31, 2025 as compared to base salary levels as of December 31, 2024.

Annual Cash Incentives

In 2025, all our executive officers participated in the 2025 Executive Short-Term Incentive Plan (the “2025 Annual Incentive Plan”). In March 2025, the Compensation Committee established certain financial and non-financial goals for the CEO, and in consultation with the CEO, established similar goals for the other NEOs, as 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 2025 target short-term cash incentive award opportunities for the NEOs, which were unchanged since 2023 for Messrs. Nadji, Parker, and LaBerge. The Compensation Committee increased Mr. DeGennaro’s target short-term cash incentive award opportunity for 2025 to reflect his expanded responsibilities, as described above. Similar to the approach taken in 2024, the Compensation Committee then reduced the established targets by 10% due to challenging business conditions. In connection with the Management Reorganization described above, Mr. Matricaria’s role changed from the Company’s Executive Vice President and Chief Operating Officer, Western Division, to Senior Vice President and Chief Growth Officer. Mr. Matricaria is no longer an executive officer in his new capacity, and his target short-term cash incentive opportunity was further decreased by an additional 51% to reflect the changed role.

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 2025 were based on a combination of financial and individual strategic performance goals.

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Compensation

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

Financial Objectives for 2025

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. For 2025, the pre-tax net income financial component was split between two measures: total pre-tax net income (the “Total Pre-Tax Net Income Measure”), and “outperformance” pre-tax income from mergers and acquisitions (the “M&A Outperformance Pre-Tax Net Income Measure”), each as further described below. The weightings for the two financial measures varied by executive as outlined in the table above.

As discussed in more detail above, our business has been 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 2025. Our internal operating plan for 2025 budgeted pre-tax net income of $9.1 million was lower than that budgeted in 2024, but significantly higher than the actual pre-tax net loss of $13 million in 2024. To create incentives for the management team to pursue profitable acquisitions and exceed the budgeted performance for those acquisitions, the Compensation Committee set a separate performance target of pre-tax net income of $10 million to be achieved from exceeding the underwritten business plans for acquisitions made during the year. The Compensation Committee determined that approving such rigorous goals 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 2025, our actual pre-tax net income was $3 million, and no M&A Outperformance Pre-Tax Income was achieved in 2025 due to valuation gaps exacerbated by the market dislocation.

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Compensation

Individual Strategic Objectives for 2025.

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

The Compensation Committee evaluated each NEO’s performance, other than Mr. Matricaria because he was no longer an executive officer, 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:

Based on MMI’s financial performance and the Compensation Committee’s assessment of each NEO’s individual performance, other than Mr. Matricaria, against his pre-established strategic goals as well as the

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Compensation

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.

Long-Term Incentives

Our long-term incentive program is intended to align the interests of management with those of stockholders, promote retention of key talent, and reward financial performance and total stockholder return. For 2025, each NEO’s target annual LTI award was granted 50% in the form of performance-based stock units (PSUs) and 50% in service-vesting RSUs. When determining the appropriate target LTI grant values 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. In February 2025, Mr. Nadji was granted a total of 92,120 target share units, which is consistent with the approximate number of shares he has received in each year since 2019, except for 2024, when he was granted 72,000 share units, to recognize continued challenging business conditions. February 2025 LTI grants to Messrs. DeGennaro, Matricaria, Parker, and LaBerge were intended to approximate 100%, 37.5%, 50%, and 50%, respectively of their target annual incentive award for the prior year, based on the consideration of the foregoing factors. In connection with his promotion to COO, Mr. Parker received an additional grant of PSUs and RSUs on July 31, 2025, with a grant-date fair value of approximately $750,000. Each of the NEO’s grants was provided 50% in PSUs and 50% in RSUs. The actual awards and their grant-date fair values are disclosed in the Grants of Plan-Based Awards table.

PSUs

We began granting PSUs in 2025 to our NEOs for 50% of their target LTI award opportunity. The PSUs are intended to reward multi-year performance, align the interests of management with shareholders, and encourage executive retention. PSUs granted in 2025 may be earned from 0 to 200% of the target number of share units based on two financial metrics, measured over a three-year period. One-third of the PSUs are subject to achievement of revenue goals (“Revenue Portion”) and two-thirds of the PSUs are subject to achievement of Adjusted EBITDA(¹) goals (“EBITDA Portion”), in each case, measured over the three-year performance period covering fiscal years 2025, 2026 and 2027, with payout ranging from 0% to 200% of target, as set forth in the table below.

* Payout is linearly interpolated for performance between levels

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Compensation

Subject to certain limited exceptions, the Compensation Committee will certify and approve performance against the revenue and Adjusted EBITDA performance goals following the completion of the three-year performance period and any earned PSUs will vest on the third anniversary of the grant date, subject to the applicable NEO’s continuous service through such date, except in certain limited circumstances involving termination of service and/or a change in control. See “Severance and Change in Control Benefits” below for more information. The number of PSUs awarded and their grant date fair values are disclosed in the Grants of Plan-Based Awards table.

RSUs

The remaining 50% of each NEO’s target LTI award opportunity was granted in the form of RSUs, which are intended to align the interests of management with shareholders and encourage executive retention. RSUs vest in four equal annual installments, with the first vesting date beginning on March 10, 2026 (or August 10, 2026 with respect to Mr. Parker’s one-time promotion grant in July 2025), subject to the applicable NEO’s continuous service through each vesting date, except in certain limited circumstances involving termination of service and/or a change in control. See “Severance and Change in Control Benefits” below for more information. The number of shares awarded and their grant date fair values are disclosed in the Grants of Plan-Based Awards table.

Process for Determining Executive Compensation

Role of Compensation Committee and Management

The Compensation Committee has responsibility for administering and approving annually all elements of compensation for the Company’s NEOs, with input from our management team and advice from the Compensation Committee’s independent consultant, FW Cook.

At the start of the year, with the assistance of FW Cook and our management team, the Compensation Committee approves target pay opportunities for each current executive officer, including base salary, target annual incentive opportunity, and long-term equity awards. Our CEO develops recommendations for target pay opportunities for executives other than himself, informed by competitive market dynamics, the responsibilities and capabilities of each executive officer, internal fairness, past performance, and future potential. The CEO does not provide recommendations to the Compensation Committee for his own compensation. Our corporate performance and our CEO’s individual performance are reviewed annually by the Chair of the Board, who then presents his recommendation regarding the CEO’s target pay opportunities to our Compensation Committee for discussion. The Compensation Committee then makes the final determination on the target pay opportunities for our CEO.

At the start of the year, the Compensation Committee also determines the design of the incentive program, including performance measures, weightings, and goals, to ensure these programs support the Company’s business objectives and strategic priorities. With respect to performance measures and goals, the annual operating plan initially established by management, and subsequently approved by our Board, is an important input into the Compensation Committee’s decision-making process. Some members of the management team attend Compensation Committee meetings but are not present for executive sessions. The Compensation Committee makes all final decisions with respect to compensation of our NEOs.

After the end of the year, the Compensation Committee determines the earned incentive amounts for each of our executive officers, based on a thorough review of Company and individual performance. In determining earned amounts, the Compensation Committee considers: (i) the CEO’s evaluation of each executive officer other than himself, (ii) the Compensation Committee’s qualitative evaluation of each executive officer’s overall and corporate performance, (iii) the Chair of the Board’s qualitative evaluation of our corporate performance and our CEO’s individual performance, and (iv) the objective assessment of each executive officer’s actual performance against pre-established goals and financial targets.

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Compensation

The Compensation Committee also approves compensation packages for new executive officers, which generally include an initial base salary, target annual incentive opportunity, and long-term equity award, and may include severance benefits. Such compensation packages are typically approved after consulting with FW Cook and our management team, including our CEO, and are informed by competitive market dynamics, the responsibilities associated with the position, and internal fairness.

Role of Consultants

The Compensation Committee has engaged FW Cook as its independent executive compensation advisor. FW Cook reports directly to the Compensation Committee and does no work for management that is not under the Compensation Committee’s purview. FW Cook provides independent advice to the Compensation Committee on the reasonableness of executive compensation levels in comparison with typical market practices, and on the appropriateness of the compensation program structure in supporting the Company’s business objectives. A representative of FW Cook attends meetings of the Compensation Committee, and communicates with the Compensation Committee Chair between meetings. The Compensation Committee assessed the independence of FW Cook pursuant to SEC rules and stock exchange listing standards and concluded that no conflicts of interest exist.

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Compensation

Deferred Compensation

Our NEOs are eligible to voluntarily defer base salary and annual cash incentives through the Marcus & Millichap, Inc. Deferred Compensation Plan (the “NQDC Plan”). This is a standard management benefit plan offered by many public companies to provide executives tax-planning flexibility. In addition, Mr. Nadji holds fully vested cash-settled stock appreciation rights (“SARs”), which were granted before our initial public offering that constitute deferred compensation as they are cash-settled awards only payable upon death, a long-term disability of three months or longer, a mutual termination, a termination other than for cause, a resignation, or a change in control. The specific benefits and a more detailed description of features of these arrangements are set forth in the section entitled “Non-Qualified Deferred Compensation” below. In 2024, Mr. DeGennaro elected to defer receipt of $250,000 of the cash award he earned under the Executive Incentive Plan in respect of his service in 2025. None of our other NEOs participated in the NQDC Plan in 2025.

Policy Regarding Deduction Limit

While Section 162(m) of the Internal Revenue Code (the “Code”) places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers, the Compensation Committee retains the discretion to award and pay compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective in attracting, motivating, and retaining key executives.

Severance and Change in Control Benefits

We maintain a change in control policy, which is designed to align the interests of management and stockholders when considering the long-term future for the Company. The primary purpose of these arrangements is to keep our executive officers and key employees focused on pursuing all corporate transaction activity that is in the best interests of our stockholders regardless of whether those transactions may result in their own job loss.

The change in control policy provides that if an executive officer’s employment is terminated by the Company without “cause” or an executive officer resigns for “good reason” (each as defined in the change in control policy), in each case, within 12 months following the change in control, then the executive will be entitled to receive the following severance payments and benefits: (1) a lump sum payment equal to 12 months’ base salary; (2) a lump sum equal to the target annual incentive opportunity for the year of termination (or if less, the target annual incentive opportunity for the year immediately preceding the year of termination); (3) acceleration of vesting of all outstanding and unvested RSUs; (4) COBRA premium reimbursement for up to 12 months; and (5) up to $25,000 toward appropriate executive-level outplacement or job search assistance. Further, we will seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.

The change in control policy does not provide for a “gross-up” or other reimbursement payment for any tax liability that the executive officer may owe as a result of the application of Sections 280G or 4999 of the Code, and we have not agreed and are not otherwise obligated to provide any executive officer with such a “gross-up” or other reimbursement.

We also maintain a death and disability policy, which is designed to align with typical market practices. The policy provides that upon a termination of service due to death or disability, in each case, after at least one year of service, then vesting of all of the executive officer’s outstanding and unvested RSUs will accelerate. In addition, in the event of termination of service due to disability after at least one year of service, the executive officer will be entitled to receive COBRA premium reimbursement for up to 12 months.

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Compensation

Further, consistent with market practices, our Amended and Restated 2013 Omnibus Equity Incentive Plan (the “Equity Plan”) also provides that in the event of a change in control (as defined in the Equity Plan) in which the surviving corporation does not assume or continue outstanding awards granted under the Equity Plan or substitute similar awards for such awards, the vesting of such awards (including awards held by the NEOs) will fully accelerate.

The PSU award agreements provide that upon a termination of service due to death or disability, the PSUs will fully vest upon the date of termination at target performance levels if the termination occurs prior to the last day of the three-year performance period and at actual performance levels for the performance period if the termination occurs on or after the last date of the three-year performance period but prior to the three-year anniversary of the grant date. Further, upon a termination of service due to retirement prior to the three-year anniversary of the grant date and at least 4 months after the grant date, the PSUs will remain outstanding and eligible to vest based on actual performance through the performance period as if the applicable NEO remained in service through the three-year anniversary of the grant date. For purposes of the PSUs, “retirement” generally means a voluntary termination of employment after the NEO has attained age 63 and completed at least five years of continuous service, provided that (i) the NEO has provided notice of at least four months prior to the effective date of the NEO’s retirement and (ii) following retirement, the NEO does not engage in certain competitive activities through the three-year anniversary of the grant date.

In the event of a change in control during an NEO’s service, the PSU award agreements provide that the PSUs are converted to time-based RSUs (“Converted RSUs”) that will become vested on the three-year anniversary of the grant date, subject to the applicable NEO’s continued service through such date. If the change in control occurs prior to the last date of the three-year performance period, the target number of PSUs will convert to Converted RSUs. If the change in control occurs on or after the last date of the three-year performance period but prior to the three-year anniversary of the grant date, the number of PSUs that were earned based on actual performance for the performance period will convert to Converted RSUs. Vesting of such Converted RSUs will accelerate if, (i) the Converted RSUs are not assumed or substituted in connection with the change in control, or (ii) following such change in control the applicable NEO’s employment is terminated by the Company without “cause”, the applicable NEO resigns for “good reason”, or the applicable NEO’s employment terminates due to death or disability.

Finally, Mr. DeGennaro’s employment agreement provides that in the event that Mr. DeGennaro resigns for good reason or is terminated without cause by the Company, and complies with certain post-termination obligations, Mr. DeGennaro will receive cash severance benefits in an amount equal to six months of his base salary and 50% of the last annual cash incentive that he earned.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this Proxy Statement with the Company’s management. Based on that review and those discussions, the Compensation Committee recommended to the Board that the “Compensation Discussion and Analysis” section be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for 2025.

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Compensation

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during 2025 were: Don C. Watters, Nicholas F. McClanahan, and George T. Shaheen. No member of this committee was at any time during 2025 or at any other time an officer or employee of the Company, and no member of this committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. No executive officer of the Company has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Compensation Committee during 2025.

Compensation Risk Assessment

For 2025, FW Cook conducted a review of the compensation-related risks associated with our executive compensation program as well as the Company’s compensation practices for regional managers, staff employees, and independent contractor agents, which included the different levels of compensation for regional managers, the basic commission programs and splits available to independent contractor agents, and the equity award program available to agents, as well as the deferred commission program in which many agents participate. The risk assessment concluded that our compensation programs do not encourage behaviors that would create material risk. FW Cook also found a reasonable balance in fixed versus variable pay, cash and equity, corporation, business unit and individual goals, and appropriate mix of financial and non-financial metrics. Finally, it was determined that there are appropriate policies in place to mitigate compensation-related risk, including stock ownership guidelines for executives, insider-trading prohibitions, anti-hedging and anti-pledging policies, the recoupment policy, and independent Compensation Committee oversight of our executive compensation programs. Based on this information, the Compensation Committee concluded that our compensation programs do not create material risks that are likely to have a material adverse effect on the Company.

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Compensation

Executive Compensation Tables and Other Information

The following table provides information regarding certain compensation awarded to, or earned by, our NEOs for 2023, 2024, and 2025.

Summary Compensation Table

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Compensation

The amounts listed in this column also include 2024 and 2025 earnings on Mr. DeGennaro’s cash awards earned under the Executive Incentive Plan and deferred under the NQDC Plan.

For further information regarding the SARs and NQDC Plan, please refer to the discussion under the heading “Nonqualified Deferred Compensation.”