EXPI eXp World Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF

THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.   )

Filed by the Registrant ☒      Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Website References and Forward-Looking Statements

In the Proxy Statement, the terms “eXp,” “we,” “us,” “our,” “Company” and similar statements refer to eXp World Holdings, Inc. Information presented in the Proxy Statement is based on eXp’s fiscal calendar, other than references to particular years in connection with the biographical information about our directors and executive officers, and the opposition statements to the shareholder proposals, which refer to calendar years. The Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference into the Proxy Statement or in any other Securities and Exchange Commission filing we make under the Securities Exchange Act of 1934, as amended.

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business goals, commitments, and strategies, and our director and executive compensation programs. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks, uncertainties, and other important factors that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent Securities and Exchange Commission filings. We assume no obligation to update any forward-looking statements, which speak only as of the date they are made.

Annual Meeting and Voting Details

The Annual Meeting of Stockholders of eXp World Holdings, Inc. will be held on Friday, April 25, 2025, at 12:00 p.m., Eastern Time. Our Board has determined to host a virtual meeting at www.virtualshareholdermeeting.com/EXPI2025. Only stockholders as of the record date on February 28, 2025 are entitled to notice of and to vote at the Annual Meeting. For those planning to attend the Annual Meeting, please refer to the instructions below in order to access the virtual stockholder meeting.

If you were a stockholder of record as of February 28, 2025, the record date for our Annual Meeting, you may vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/EXPI2025 and entering the control number found on your proxy card, voter instruction form, or notice.

eXp World Holdings Inc.’s only voting securities are its shares of common stock. As of the record date, February 28, 2025, there were 193,167,032 shares of common stock issued, of which 41,157,162 shares were held as treasury stock. As a result, up to a total of 152,009,870 outstanding shares of common stock will be entitled to one vote on each proposal because shares held as treasury stock are not entitled to vote at the Annual Meeting.

Only stockholders of record as of the record date will be entitled to notice of, and to vote at, the Annual Meeting. A majority of the outstanding shares of common stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that are voted on any matter to be acted upon by the stockholders, as well as abstentions or any proxies containing broker non-votes.

Abstentions and broker non-votes are counted for purposes of determining whether a quorum is present. Abstentions are not counted as votes cast on any proposal considered at the Annual Meeting and, therefore, will have no effect on the proposals regarding the election of directors in Proposal 1, the ratification of the appointment of our independent registered public accounting firm for 2025 in Proposal 2, the advisory vote on the compensation of our named executive officers in Proposal 3, or the advisory vote on the frequency of Say-on-Pay votes in Proposal 3. Broker non-votes occur when a person holding shares in “street name,” such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker does not then vote those shares on the stockholder’s behalf. Broker non-votes are not counted as votes cast or entitled to be cast on any proposal considered at the Annual Meeting and, therefore, will have no effect on the proposals regarding the election of directors in Proposal 1, the advisory vote on the compensation of our named executive officers in Proposal 3, or the advisory vote on the frequency of Say-on-Pay votes in Proposal 4. We expect no broker non-votes on the ratification of the appointment of our independent registered public accounting firm for 2025 in Proposal 2.

Items of Business and Board Voting Recommendations

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Eliminating Duplicate Mailings

The Company has adopted a procedure called “householding.” Under this procedure, we may deliver a single copy of the Notice of Internet Availability and, if you requested printed versions by mail, this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of the stockholders. This procedure reduces the environmental impact of our annual meetings and reduces the Company’s printing and mailing costs. Stockholders who participate in householding will continue to receive separate proxy cards. Upon written or oral request, the Company will deliver promptly a separate copy of the Notice of Internet Availability and, if you requested printed versions by mail, this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 to any stockholder that elects not to participate in householding.

To receive, free of charge, a separate copy of the Notice of Internet Availability and, if you requested printed versions by mail, this Proxy Statement or the Annual Report on Form 10-K for the year ended December 31, 2024, or separate copies of any future notice, proxy statement, or annual report, you may write or call the Company at the following physical address, phone number, or email address:

eXp World Holdings, Inc. Investor Relations

2219 Rimland Dr., Suite 301

Bellingham, WA 98226

Phone: (360) 685-4206

Email: investors@expworldholdings.com

If you are receiving more than one copy of the proxy materials at a single address and would like to participate in householding, please contact the bank, broker, or other organization that holds your shares to request information about eliminating duplicate mailings.

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Nominees to eXp World Holdings, Inc.’s Board of Directors

Our Board represents a body of qualified individuals with diverse perspectives, experiences and backgrounds and the best interests of our stockholders. Below are the nominees for election at our Annual Meeting:

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Executive Compensation

Our named executive officer (NEO) compensation program is designed to:

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We believe that the compensation of our NEOs accurately reflects their contributions to our growth and success, aligns with our annual financial results and the interests of our stockholders, and adheres to sound executive compensation policies and practices, as highlighted in the following table.

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Role of the Board of Directors

Under our Bylaws and Delaware General Corporation Law, our business and affairs are managed by or under the direction of the Board of Directors, which selectively delegates responsibilities to its standing and ad hoc committees. The Board is responsible for the control and direction of the Company. The Board represents the stockholders and its primary purpose is to build long-term stockholder value. Our Chairman of the Board is our Chief Executive Officer, Glenn Sanford. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps the Company operate in the long-term interests of stockholders.

Board and Committee Structure

BOARD INDEPENDENCE

The rules of The Nasdaq Stock Market LLC (“Nasdaq”) require a majority of Board members to be independent. The Board has determined that all Board members, other than Mr. Sanford and Ms. Weakley, are independent under applicable Nasdaq rules.

The Company’s Board has a standing Audit Committee (the “Audit Committee”), Nominating and Corporate Governance Committee (the “Nominating and Corporate Governance Committee”), Compensation Committee (“Compensation Committee”), Sustainability Committee (“Sustainability Committee”), and Equity Committee (“Equity Committee”). The Board has determined, after considering all the relevant facts and circumstances, including information requested from and provided by each director concerning his or her background, employment and affiliation, including family relationships, that all members of the Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee are independent under applicable Nasdaq and SEC rules for committee memberships, and that each member of the Audit Committee also meets the additional independence criteria set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

BOARD MEETINGS AND COMMITTEES

The Board meets regularly during the year and holds special meetings and acts by unanimous written consent whenever circumstances are required. There were a total of four Board meetings during fiscal year ending 2024. All incumbent directors attended at least 75% of the aggregate number of the meetings of the Board and committees on which they served occurring during this period. Each then-current member of the Board attended the 2024 Annual Meeting of the stockholders.

Our bylaws authorize our Board of Directors to appoint, from among its members, one or more committees, each consisting of one or more directors. Our Board of Directors has established four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Sustainability Committee. As discussed below, the Board has three ad hoc committees, including the Equity Committee and two special purpose independent committees, which are designated and overseen by the Board. The Committees keep the Board informed of their actions and aid the Board in fulfilling its oversight responsibility to stockholders. The Board has adopted charters for the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Sustainability Committee and those charters are reviewed annually by the committees and the Board. The charter of each of those committees is available on our website at www.expworldholdings.com/governance/. The committees have the functions and responsibilities described in the sections below.

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Board Oversight Of Risk

Board of Directors

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Directly oversees strategic risk exposure. Reviews and discusses significant risks affecting the Company,
including matters escalated by its committees and management from within their respective areas of direct
oversight.

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Audit Committee

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Oversees assessment and management of risk related to our financial, legal and fraud policies. This includes regular evaluation of risks related to our financial statements, internal control over financial reporting, liquidity, capital structure, and investments.

Nominating and
Corporate
Governance
Committee

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Oversees general risk identification and mitigation processes, director nominations, and succession planning. This includes regular evaluation of strategic, operational, legal, regulatory, and corporate governance risks, including through oversight of the Company’s enterprise risk management portal.

Compensation
Committee

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Oversees executive and director compensation risk. This includes regularly reviewing the Company’s compensation programs to ensure they are designed to attract and retain qualified officers, directors and employees, reward and encourage maximum individual and corporate performance, promote accountability, and ensure alignment with stockholder interests.

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Sustainability
Committee

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Oversees the Company’s risks, opportunities, strategies, goals, and policies and procedures related to corporate sustainability and charitable endeavors.

Management

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Led by our CEO and executive team, develops and executes our business strategy, manages operations,
implements and supervises day-to-day risk mitigation processes, and reports to the Board and its
committees on significant matters.

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Internal Audit

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Directly reports to the Audit Committee and identifies and helps mitigate risk, monitor alignment with and improves internal controls.

Enterprise Risk Management Portal

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Formalized during the first quarter of 2025, this is designed to assess and monitor mitigation of our business risks, including financial, operational, compliance, and reputational risks. Supported by the VP, Internal Audit and Chief Legal Counsel and other senior leaders that assist the Nominating and Corporate Governance Committee with its general responsibility for overseeing enterprise risk management.

The Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable the Board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic and reputational risk. We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach.

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Annual Board and Committee Self-Evaluations

The Board conducts an annual self-evaluation to assess whether the Board, its committees, and each member of the Board are working effectively, and to provide an opportunity to reflect upon and improve processes and effectiveness.

The Nominating and Corporate Governance Committee designs the overall evaluation framework in conjunction with counsel, which includes a detailed questionnaire covering topics such as the Board’s effectiveness in shaping long-term business strategy, balancing the interests of key stakeholders, ensuring appropriate management succession planning, and maintaining a sufficient and effective meeting schedule. Additional areas include the quality and timeliness of materials provided to the Board, the effectiveness of committee structure and performance, and the characteristics and commitment of individual Board members. Following the completion of the questionnaire, Mr. Bramble also solicits additional verbal feedback from Nominating and Corporate Governance Committee members. A summary identifying any themes or issues that have emerged is presented to the Board on an anonymous basis.

Each committee conducts its own annual self-evaluation and reports the results to the committee and the Board. Each committee’s evaluation includes an assessment of the committee’s compliance with the committee’s charter and best practices including committee composition; timing, agendas, and content of committee meetings; committee dynamics and function; and mission alignment among committee members. A summary identifying any themes or issues that have emerged is presented to the committee and the Board on an anonymous basis.

Compensation Committee Interlocks and Insider Participation

Currently, the members of our Compensation Committee are Messrs. Miles, Cahir, and Reichheld, none of whom currently serves, or in the past year has served, as an officer or employee of the Company. None of our executive officers, except for Mr. Sanford, currently serves, or in the past year has served, as a member of the Board, and none of our executive officers, except for Mr. Sanford, currently serves, or in the past year has served, as a member of the compensation committee of the Company (or other board committee performing equivalent functions). Until July 31, 2023, we qualified as a “controlled company” within the meaning of Nasdaq corporate governance standards and, accordingly, we qualified for and from time-to-time relied on exemptions to certain governance requirements. Under Nasdaq rules, a company may phase-in to compliance with certain governance requirements after ceasing to be a “controlled company”, including the requirement to have a compensation committee that is composed entirely of independent directors within a year of losing controlled company status. Mr. Sanford remained a member of the Compensation Committee, pursuant to this exemption, until May 21, 2024, when Mr. Reichheld replaced Mr. Sanford on the committee.

Code of Business Conduct and Ethics

The Company adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers (including its chief executive officer, chief financial officer, chief accounting officer, controller and any person performing similar functions) and employees. The Company has made the Code of Ethics available on its website at https://expworldholdings.com/wp-content/uploads/2024/03/Code_of_Business_Conduct_and_Ethic.pdf.

Related Party Policy and Transactions

The Board has adopted a written policy requiring a majority of the Board’s independent directors approve transactions between the Company and its directors, director nominees, executive officers, greater than 5% beneficial owners of the Company’s common stock, and each of their respective immediate family members, where the amount involved in the transaction exceeds or is reasonably expected to exceed $120,000 in a single fiscal year and the related party has or will have a direct or indirect interest in the transaction (other than solely as a result of being a director or less than 10% beneficial owner of another entity). The policy provides that the Audit Committee must review transactions subject to the policy and determine whether to approve or ratify those transactions. Certain types of transactions are deemed pre-approved pursuant to standing pre-approval guidelines established by the policy. In addition, the Audit Committee has delegated authority to its Chair to pre-approve or ratify transactions under certain circumstances.

In reviewing transactions subject to the policy, the Audit Committee or the Chair of the Audit Committee, as applicable, considers (as it deems appropriate for the circumstances):

During 2024 and through the date hereof, there were no transactions to which we have been a participant, in which the amount involved in the transaction exceeds or will exceed $120,000 and in which any of our directors, director nominees, executive officers, or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

None of our current or former directors or executive officers is indebted to us, nor are any of these individuals indebted to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by us.

Communications with the Board

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Board Composition

eXp World Holdings, Inc. is guided by a diverse and highly experienced Board, each bringing expertise in their respective fields, including real estate, innovation, finance, corporate governance, and business operations. Many of our directors have held senior leadership positions at large companies, led innovative technology initiatives, and have extensive experience in strategic planning, risk management, and financial oversight. Their collective expertise ensures strong governance and informed decision-making that aligns with the company’s long-term vision and stockholder interests.

The Board and Nominating and Corporate Governance Committee are committed to maintaining a balanced composition that reflects the evolving needs of the company and the industry. Directors contribute a range of perspectives that enhance eXp’s ability to navigate market dynamics, regulatory developments, and technological advancements while upholding the company’s core values of transparency, collaboration, and agent-centric growth.

Board refreshment is a priority, ensuring continuity while integrating fresh perspectives. In recent years, the Board has welcomed new directors with backgrounds in sustainability, consumer satisfaction, and corporate strategy to strengthen governance and innovation.

Our Board and leadership remain dedicated to fostering an agile, forward-thinking governance structure that supports eXp’s continued success as a global leader in real estate, agent centricity, and cloud-based brokerage innovation.

Director Nominations

In making its selection of director candidates, the Nominating and Corporate Governance Committee bears in mind that the foremost responsibility of a director is to represent the interests of our stockholders as a whole. Directors are expected to exemplify the highest standards of personal and professional integrity, and to constructively challenge management through their active participation and questioning. The Nominating and Corporate Governance Committee identifies and evaluates nominees for our Board based on these and other factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, expertise in areas relevant to the strategy and operations of our company, diversity, and the extent to which the nominee would fill a present need on our Board. The activities and associations of candidates are also reviewed for any legal impediment, conflict of interest, or other consideration that might prevent service on our Board. The Nominating and Corporate Governance Committee does not have a written policy on the consideration of director candidates recommended by stockholders, as it is the view of the Board that all candidates, whether recommended by a stockholder or the Nominating and Corporate Governance Committee, shall be evaluated based on the same established criteria for persons to be nominated for election to the Board and its committees. The Nominating and Corporate Governance Committee and the Board have deemed it to be in the best interests of the Company and our stockholders to reserve one position on the Board to be filled by an agent of the Company so that our agents’ needs, ideas and concerns are represented on the Board. During 2024, Monica Weakley was re-appointed to this dedicated position. The Nominating and Corporate Governance Committee and Board are proposing that Monica Weakley be reelected as a member of the Board to fill that dedicated position pursuant to this Proxy Statement.

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Director Nominee Biographical Information

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Board Diversity

While neither the Board nor the Nominating and Corporate Governance Committee has a formal written policy regarding director diversity, each of the Board and the Nominating and Corporate Governance Committee considers the diversity of backgrounds and experience of nominees when electing director nominees and in evaluating Board and committee composition.

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Non-Employee Director Compensation

GENERAL

Our non-employee director compensation program is intended to enhance our ability to attract, retain and motivate directors of exceptional ability and to promote the common interest of directors and stockholders in enhancing the value of the common stock. The Board reviews and approves director compensation. The Compensation Committee, in cooperation with the Nominating and Corporate Governance Committee, reviews and makes recommendations to the Board on director compensation. The Compensation Committee has the authority to engage a consulting firm to evaluate director compensation.

Immediately prior to our 2024 Annual Meeting, the Board was comprised of Glenn Sanford, Randall Miles, Dan Cahir, Monica Weakley, Peggie Pelosi, and Fred Reichheld. At our 2024 Annual Meeting, our stockholders appointed six directors to our Board: Glenn Sanford, Randall Miles, Dan Cahir, Monica Weakley, Peggie Pelosi, and Fred Reichheld.

During the year ended December 31, 2024, all directors except Messrs. Sanford and Gesing qualified as non-employee directors; Mr. Sanford did not receive compensation for his directorship activities, and Mr. Sanford’s compensation for his services as an employee is discussed under “Compensation Discussion and Analysis – Elements of Individual Executive Compensation”. While Ms. Weakley is an independent contractor real estate agent affiliated with the eXp Realty, LLC (“eXp Realty”) brokerage, she is not an employee of the Company or any of its subsidiaries, including eXp Realty. During the year ended December 31, 2024, Ms. Weakley received compensation for her directorship activities in addition to her real estate agent commission and related income earned in her capacity as an independent contractor real estate agent affiliated with eXp Realty, as described below.

INDEPENDENT DIRECTOR COMPENSATION

Under our independent director compensation policy, independent directors receive standardized cash retainers and equity awards in lieu of individual compensatory arrangements. Our independent directors for this purpose are Mr. Miles, Mr. Cahir, Ms. Pelosi, and Mr. Reichheld. The Board believes that this policy provides for transparency and parity of compensation among independent directors. Pursuant to that policy, independent directors are eligible to receive $200,000 in annual cash compensation, paid monthly. Independent directors that assume leadership roles are eligible to receive additional annual cash compensation, paid monthly, as follows: $25,000 for the Board’s Vice Chair; $50,000 for the Audit Committee Chair; $25,000 for the Compensation Committee Chair; $25,000 for the Nominating and Corporate Governance Committee Chair; and $25,000 for the Sustainability Committee Chair. When an independent director is first elected to the Board, he or she is granted a stock option award with a grant date accounting fair value of approximately $300,000. The stock option vests monthly in equal installments over three years, subject to continued service. Additionally, each independent director is eligible to receive additional annual stock option grants beginning upon the commencement of his or her fourth year of directorship and each year thereafter, with each annual grant having a grant date accounting fair value of approximately $100,000 per year. The stock option vests monthly in equal installments over three years, subject to continued service.

In May 2024, the Compensation Committee undertook a review of non-employee director compensation. This included a review of non-employee director compensation pay levels at the following peers with which we compete for talent: Real Brokerage Inc (REAX), Re/MAX Holdings Inc (RMAX), Fathom Holdings Inc (FTHM), Anywhere Real Estate Inc (HOUS), Compass Inc (COMP), Douglass Elliman Inc (DOUG), and Redfin Corp (RDFN). Following the review, the Compensation Committee and the Board determined that the current compensation program and levels in place for our independent non-employee directors continue to attract, retain and reward qualified independent non-employee directors, consistent with market practices and the demands placed on our Board.

2024 COMPENSATION FOR INDEPENDENT DIRECTORS

For the year ended December 31, 2024, the following persons received the compensation set forth below for their directorship activities:

2024 COMPENSATION FOR REAL ESTATE AGENT DIRECTOR SEAT

Under our rotating agent director compensation policy, our dedicated agent director position was historically eligible to receive $25,000 annual cash compensation for directorship services, paid monthly, and an annual stock option award having a grant date accounting fair value of $25,000, which vests monthly in equal installments over one year, subject to continued service. During 2024, the Compensation Committee conducted a review of the agent director compensation and recommended an increase to $50,000 in annual cash compensation to better align with industry benchmarks, adjust for inflationary pressures, and reflect the growing responsibilities and contributions of the role. The Board approved this recommendation in June 2024.

During 2024, Ms. Weakley filled the dedicated agent director position. For the year ended December 31, 2024, Ms. Weakley received cash compensation of $39,583 for her directorship activities and she was granted a stock option award having a grant date fair value of $24,961 on June 19, 2024, which vests monthly in equal installments over one year, subject to continued service. Additionally, for the year ended December 31, 2024, Ms. Weakley received the following compensation in her role as an independent contractor real estate agent of eXp Realty and not in connection with her directorship activities:

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2024 Director Compensation Table

The following table sets forth certain information regarding the 2024 compensation awarded to, earned by, or paid to each non-employee director who served on our Board during the year ended December 31, 2024. Pursuant to SEC regulations, the table includes all compensation earned by non-employe directors from the Company, which includes compensation earned in connection with directorship activities as well as any compensation earned in non-director, non-employee roles, including, compensation earned in connection with independent contractor real estate agent services and independent contractor real estate agent revenue share. Mr. Sanford did not receive compensation for his service as a director in 2024 and was an employee of the Company during 2024. The compensation awarded to, earned by, or paid to Mr. Sanford in 2024 for his services as an employee is discussed under “Compensation Discussion and Analysis – Elements of Individual Executive Compensation” below.

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*Jason Gesing served as director until January 10, 2024 and an employee, other than a named executive officer, of the Company during the year ended December 31, 2024. As noted above, he did not receive compensation for his services as a director. His compensation for his employment role as an employee is not disclosed in this table in accordance with SEC rules.

We reimburse our non-employee directors for expenses incurred in connection with their directorship services, including attending Board and committee meetings, assisting with other Company business, such as meeting with potential officer and director candidates, as well as continuing director education.

Under our Revenue Share Plan, real estate professionals affiliated with the Company (including Ms. Weakley) are paid a portion of the Company’s commission for their contribution to Company growth, including transactions executed by the participant’s frontline qualifying active agents.

Under the Agent Growth Incentive Program, agents and brokers of the Company (including Ms. Weakley) receive restricted stock units (i) upon the agent’s or broker’s first completed transaction with the Company during specified anniversary years, cliff-vesting after three years, subject to continued service; (ii) upon the first completed transaction with the Company by an agent or broker whom the awarded agent or broker most influenced to join, cliff-vesting after three years, subject to continued service of both the awarded agent or broker and the influenced agent or broker; (iii) upon the agent or broker achieving non-reduced “capped status” during specified anniversary years, cliff-vesting after three years, subject to continued service; and (iv) upon the agent or broker achieving certain ICON award requirements during specified anniversary years, cliff-vesting after three years or one year, subject to continued service, or vesting immediately, depending on the ICON award type.

Ms. Weakley is a participant in the Company’s Revenue Share Plan and Agent Equity Program in her capacities as independent contractor real estate agent of the Company, and not in her roles as a director, and would continue to receive those benefits similar to all other agents and brokers affiliated with the Company even after ceasing her directorship services so long as she maintains an active real estate license and is not affiliated as an agent or broker with a competitive brokerage. Mr. Sanford would continue to receive revenue if his employment with the Company ceased (see “Executive Compensation - Compensation Discussion and Analysis - Cash Bonus” below).

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Executive Officers

The names of our executive officers and their ages, their positions with our Company, and other biographical information, as of the date of this proxy statement, are set forth below. Executive officers are appointed by our Board of Directors to hold office until their successors are elected and qualified and serve in such capacity until termination, resignation or change of job duties. There are no family relationships among our executive officers.

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BUSINESS EXPERIENCE OF OUR EXECUTIVE OFFICERS

The following is a brief description of the business experience and education during at least the past five years of each executive officer, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our compensation program for, and the decisions during the fiscal year ended December 31, 2024 regarding the compensation of, the below named executive officers (and their positions as of December 31, 2024) (our “NEOs”):

Despite a challenging macro-economic environment for the real estate industry, we continued to grow revenue during 2024, and maintained positive Adjusted EBITDA (adjusted EBITDA is a non-GAAP measure; please see Appendix 1 of this Proxy Statement for a definition of this term and reconciliation with the most directly comparable GAAP measure). Our agent-centric model and value proposition, scale and superior efficiency enable us to invest in the success of our agents.

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ADVISORY VOTE ON EXECUTIVE COMPENSATION

We submit to our stockholders on an annual basis a proposal for a (non-binding) advisory vote to approve the compensation of our named executive officers for the prior fiscal year (“say-on-pay”). The Compensation Committee considers, among other things, the outcome of this vote when evaluating our compensation principles, designs and practices. At our 2024 Annual Meeting, our stockholders expressed strong support for our named executive officer compensation program, with approximately 95 percent of shares voted cast in favor of approval of our compensation program for named executive officers. The Compensation Committee believes these results reflect our stockholders’ affirmation of our named executive officer compensation program. Nevertheless, the Compensation Committee regularly reviews and adjusts the program as needed to ensure it remains competitive and aligned with the best interests of the Company and its stakeholders.

SUMMARY OF 2024 NEO COMPENSATION DECISIONS

Our 2024 executive compensation program was designed to recognize and retain our key executives, acknowledging their pivotal contributions to both agent and company success amidst the challenging macro-economic conditions of the past year. We continue to emphasize long-term equity compensation as the most significant component of each NEO’s compensation. The following key compensation actions were taken with respect to our named executive officers for 2024:

COMPENSATION-SETTING PROCESS

Executive compensation is first reviewed by the Compensation Committee and proposed by the Compensation Committee to the Board. The proposal is then reviewed by the Board, which makes the final determination for NEO compensation. When setting NEO compensation, the Compensation Committee and the Board consider the following:

To date, the Company has not received advice from any compensation consultants regarding our NEO compensation setting process. During 2024, for its annual review of NEO compensation, the Compensation Committee considered the Proxy Survey of Compensation in the Russell 2000 Index (May 2023) in reviewing executive officer compensation practices of the Company.

Except as specifically described herein, the Compensation Committee does not affirmatively set out in any given year, or with respect to any given NEO, to apportion compensation in any specific ratio among the various categories of compensation (i.e., between cash and non-cash compensation, short-term and long-term compensation, or between non-performance based and performance-based compensation). Rather, the Compensation Committee uses the principles described below, and the factors described for each category in the discussion that follows, as a guide in assessing the proper allocation among those categories. The Compensation Committee also does not formally “benchmark” compensation against peers. Rather, the Compensation Committee retains discretion to make adjustments based on the factors described above and considers competitive market practices as one factor in its deliberations.

OUR COMPENSATION PHILOSOPHY

Our executive compensation program is designed to (1) attract, retain and incentivize leadership in a manner that is market-based and transparent, (2) promote retention, (3) drive and grow our business over the long-term, (4) support business continuity, and (5) reward our NEOs for delivering financial, operational and strategic results. We believe that the compensation of our NEOs accurately reflects their contributions to our growth and success, aligns with our annual financial results and the interests of our stockholders, and adheres to sound executive compensation policies and practices.

ELEMENTS OF INDIVIDUAL EXECUTIVE COMPENSATION

We structure the annual compensation of our NEOs using three key elements: base salary, discretionary annual and other cash bonus opportunities, and long-term equity incentive opportunities. While our NEO compensation program is influenced by a variety of factors, the primary goals are to align the interests of our NEOs with the interests of our stockholders, to attract and retain highly-talented individuals and to associate pay with business and individual performance.

BASE SALARY

Base salary represents the customary, fixed portion of NEO compensation intended to attract and retain talented individuals. Generally, we establish the initial base salaries of our NEOs through arm’s-length negotiation during hiring, which considers the officer’s relevant position, qualifications, experience, and the base salaries of our other executive officers. Our NEO base salaries are reviewed annually and adjusted as necessary or appropriate, taking into account the factors above and the Company’s performance, by the Compensation Committee and the Board.

As discussed above, in April 2024, the Compensation Committee recommended, and the Board approved, a compensation adjustment for Mr. Pareja upon his promotion to CEO of eXp Realty, reflecting peer benchmarks, his expanded responsibilities, and key contributions, ensuring market alignment and leadership retention during industry changes. As part of the compensation adjustments for Mr. Pareja described above, the Compensation Committee recommended, and the Board approved, an increase to his base salary from $500,000 to $750,000, effective April 5, 2024.

In May 2024, the Compensation Committee conducted an annual review of executive officer compensation, including the salaries of Glenn Sanford, Kent Cheng, James Bramble, and Leo Pareja. This review was informed by the Proxy Survey of Compensation in the Russell 2000 Index (May 2023) and considered each officer’s contributions to the Company and industry conditions.

Following this review, the Compensation Committee determined that Mr. Sanford’s base salary remained competitive and appropriate in light of his ongoing strategic involvement and contributions to the Company, despite stepping back from his formal duties as CEO of eXp Realty, LLC; such strategic involvement included, among other things, his increased role in international expansion. Mr. Pareja’s salary, which had been adjusted in April 2024 in connection with his promotion to CEO of eXp Realty, was also found to align with industry benchmarks and remained unchanged.

However, adjustments were made for other executives. Specifically:

These adjustments were approved by the Board as necessary to retain and incentivize key leaders during a transformative period for the Company. While Messrs. Sanford, Cheng, Bramble, and Pareja were regular attendees of Board and Committee meetings in 2024 to provide management reports, each was dismissed or recused during discussions related to his own compensation.

The year-end annualized base salaries of our NEOs for 2024 and 2023 were:

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ANNUAL AND OTHER CASH BONUS OPPORTUNITIES

Our NEOs, except for Mr. Sanford, are eligible to participate in the Company’s discretionary annual cash bonus program, described below. Mr. Sanford is eligible to receive quarterly revenue share cash bonuses in connection with his employment, as described below.

Annual Cash Bonus Program: Our discretionary annual cash bonus program, paid quarterly, is an “at-risk” component of our NEO compensation program that is designed to motivate our NEOs’ to contribute to Company success. The aggregate annual bonus amount that each participating NEO could earn is negotiated in each NEO’s offer letter as a percentage of his or her base salary and may be adjusted upon determination by the Board from time-to-time. Annual bonuses are paid in equal quarterly installments, following review and approval by the Compensation Committee each quarter.

In April 2024, as part of Mr. Pareja’s promotion to Chief Executive Officer of eXp Realty, the Compensation Committee recommended, and the Board approved, retaining his bonus target at 50% of his increased salary of $750,000, subject to quarterly Board approval. While the percentage remained constant, the effective bonus increased to reflect his expanded responsibilities and peer benchmarks. This structure incentivizes Mr. Pareja’s leadership in executing strategic brokerage efforts and driving innovation and growth for the Company. The Board approved these changes to ensure alignment with peer and industry practices and support Mr. Pareja’s ongoing contributions to the Company.

In May 2024, the Compensation Committee conducted its annual compensation review and the Compensation Committee recommended maintaining the bonus percentages for Messrs. Cheng, Bramble and Pareja at 50% of their respective base salaries, recognizing that the actual target bonus amounts increased due to approved salary adjustments. The Board approved these bonus amounts to ensure competitive total compensation packages in alignment with survey data and industry practices.

These adjustments underscore the Compensation Committee’s commitment to tying compensation to performance, aligning with market trends, and retaining high-caliber talent during a pivotal time for the organization. By leveraging salary adjustments to increase actual bonus amounts without altering bonus percentages, the Compensation Committee balanced simplicity with effective financial incentives.

During 2024, the Compensation Committee determined that each NEO satisfied the conditions to receive bonuses at 100% of target. The target bonus payment amounts for 2024 and actual bonus payment amounts earned in 2024 are set forth below:

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The target bonus payment amounts as a percentage of base salary for 2024 and 2023 are set forth below:

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Sanford Cash Bonus: During each calendar quarter of his ongoing employment service, Mr. Sanford is eligible to receive a cash bonus. In determining such bonus, the Company takes into account, as one factor, the amount that his revenue share, were Mr. Sanford still participating in the Company’s Revenue Share Plan, exceeds his salary during such calendar quarter, subject to the Company’s revenue growing 30% annually, as determined in the Board’s discretion. Mr. Sanford is not eligible to receive any additional cash bonuses. When establishing this bonus opportunity, the Board considered that Mr. Sanford’s revenue share would continue even after ceasing to be an employee of the Company. As part of the Compensation Committee’s 2024 review (with Mr. Sanford dismissed and recused) of Mr. Sanford’s compensation, the Compensation Committee determined (and the Board agreed by unanimous vote) that Mr. Sanford’s bonus eligibility was in-line with industry trends based on a review of the most recent Proxy Survey of Compensation in the Russell 2000 Index (May 2023), appropriate for Mr. Sanford’s respective contributions to the Company, including his expanded role in international growth, sufficient to incentivize Mr. Sanford, and appropriate in consideration of macro-economic industry pressures faced by the Company (including, but not limited to, real estate market contraction, historically high average interest rates, and industry antitrust litigation).

During 2024, Mr. Sanford did not receive any quarterly revenue share cash bonuses as the Company did not achieve 30% annual revenue growth during any period.

Cheng Cash Bonus: During its May 2024 annual compensation review, the Compensation Committee recommended a $10,000 monthly cash bonus for Kent Cheng to reflect his expanded responsibilities when he assumed the additional role of Principal Financial Officer on December 1, 2023. This bonus, which is effective December 1, 2023, and pro-rated for any partial months, recognizes the increased complexity and scope of his dual roles, which includes overseeing financial strategy, regulatory compliance, and external reporting, and will cease in the event Mr. Cheng is no longer acting as Principal Financial Officer. The Compensation Committee determined that while Mr. Cheng’s base salary aligned with benchmarks for Chief Accounting Officers, his total compensation lagged behind survey peers in similar dual roles. The bonus was designed to ensure Mr. Cheng’s compensation remains competitive, incentivizes his ongoing leadership during a pivotal period for the Company, and aligns with survey benchmarks and the increased demands of his position. The Board approved the bonus, underscoring its commitment to retaining and recognizing top talent critical to the Company’s financial oversight and stability.

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LONG-TERM INCENTIVE COMPENSATION (EQUITY AWARDS)

The Compensation Committee and our Board believes long-term equity compensation is in the best interests of the Company and our stockholders because it is an effective way to focus our NEOs on driving increased stockholder value over a multi-year period, provides a reward for appreciation in our stock price and long-term value creation, and motivates our NEOs to remain employed with us.

Equity Award Grant Practices:

In 2024, the Board expanded upon its evolving approach to long-term equity compensation by expanding its NEO award compensation to include both time-based restricted stock unit (RSU) awards as well as stock options. This shift builds upon the precedent set in 2023, when the Board granted time-based RSUs to Glenn Sanford, which were tied to continued service and aligned with retention goals. The evolving framework reflects the Board’s commitment to linking long-term incentives to Company performance while supporting retention and rewarding exceptional individual contributions.

The Compensation Committee influences NEO long-term equity compensation, recommending awards to the Board for approval. In making these recommendations, the Compensation Committee considers the potential dilutive effects to stockholders, industry practices, outstanding equity holdings of each NEO, stock-based compensation expense, and long-term incentive compensation trends. Until and during September 2024, all equity compensation was governed by and administered under the 2015 Equity Incentive Plan, as amended, and beginning after September 2024, all equity compensation is governed by and administered under the 2024 Equity Incentive Plan.

During 2024, time-based awards remained a core component of equity grants to ensure retention. Specifically, in 2024, Mr. Pareja’s promotion-related compensation package included a stock option grant, vesting in equal quarterly installments over four years, and four annual RSU awards, each vesting in equal quarterly installments over a one-year period, contingent on continued service.

The Company’s policy for initial equity grants for NEOs remains consistent with historical practices, providing initial stock option awards upon hire of up to a grant date accounting fair value of $300,000, with monthly or quarterly vesting, in equal installments, over a three-year period. Initial grants are made in order to attract highly talented individuals, compensate them for equity compensation opportunities forfeited at their prior employers, and to immediately focus them on driving increased stockholder value over a multi-year period. Initial NEO grants are typically made upon the date of hire. NEOs are also eligible for additional annual stock option grants commencing after their initial stock options have fully vested. Such recurring, additional stock option grants may be in an amount of up to a grant date accounting fair value of $100,000 per year, with monthly or quarterly vesting, in equal installments, over a three-year period. We make annual grants to lessen the effects of the potential fluctuation in share price, to renew the incentive and retention power of long-term equity incentives as outstanding awards vest, and to allow us to review and, if in our best interests, recalibrate our long-term incentive program on an annual basis. NEOs may also receive off-cycle stock grants in lieu of annual or recurring grants when necessary to address retention risks, recognize extraordinary contributions, or align incentives with evolving Company goals.

Overall, the Company’s long-term equity incentive approach demonstrates the Company’s commitment to using long-term equity compensation to attract, retain, and motivate top talent while aligning executive incentives with stockholder interests and corporate performance objectives.

Glenn Sanford Award Compensation:

Effective July 2023, the Board approved a long-term incentive equity award for Mr. Sanford in order to incentivize and retain his services and align with industry trends. This award covered 167,500 shares, vesting in three equal installments on each one-year anniversary of the grant date over three years, subject to continued service, provided that, in each case, the Company’s market cap weighted stock price appreciation over the prior year exceeds the average market cap weighted stock price appreciation over the same period of the following peer companies: RE/MAX Holdings, Inc. (RMAX), Compass, Inc. (COMP), Redfin Corp. (RDFN), and Anywhere Real Estate Inc. (HOUS). For the initial vesting date, the Company’s stock price appreciation was calculated from the grant date through the first anniversary and compared against the average market cap weighted stock price appreciation of the peer group, and the results were as follows:

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As the Company’s market cap weighted stock price appreciation did not exceed the peer group’s average market cap weighted stock price appreciation during the performance period, the first 1/3 installment of the option grant (55,233 shares) did not vest and were forfeit.

Mr. Sanford also received a stock award of 170,000 restricted stock units, vesting in equal quarterly installments over a one-year period beginning on the grant date, which fully vested on September 28, 2024.

2024 NEO Award Compensation:

In April 2024, as part of Mr. Pareja’s promotion to Chief Executive Officer of eXp Realty, the Compensation Committee recommended, and the Board approved an option grant to purchase up to 1,300,000 shares of the Company’s common stock, vesting in equal quarterly installments over four years, and four annual restricted stock unit (RSU) awards with a grant date fair value of $325,000 each, contingent on continued service, each vesting in equal quarterly installments over a one-year period. These equity awards were designed to align Mr. Pareja’s compensation with his expanded responsibilities, peer benchmarks, and the Company’s performance goals, ensuring his focus on driving long-term stockholder value. The Board approved the equity compensation package to ensure alignment with peer and industry practices and support Mr. Pareja’s ongoing contributions to the Company.

In May 2024, the Compensation Committee conducted an annual review of the compensation of Messrs. Sanford, Cheng, Bramble, and Pareja. The Compensation Committee determined that existing equity compensation, combined with base salaries and cash bonuses, remained sufficient to retain and incentivize these key leaders, considering the Company’s strategic priorities and broader financial position. Therefore, the Board granted no new equity compensation to Messrs. Sanford, Cheng, or Bramble during the year.

The below table depicts those equity awards that the Compensation Committee determined and recommended our Board approve, and the Board approved, to our NEOs during the year ended December 31, 2024:

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HEALTH AND WELFARE BENEFITS

Our NEOs are eligible to participate in our employee benefit programs on the same basis as our other full-time, salaried employees. These benefits include a 401(k) plan, with the Company matching up to 4% of each participant’s eligible compensation, medical (including a medical waiver reimbursement of $100 per paycheck if he/she declines to use Company coverage), dental and vision benefits, disability insurance, employee assistance program (EAP), basic life insurance coverage, health savings accounts, accidental death and dismemberment insurance, and a monthly technology reimbursement of $40 (increased to $50 per month on January 1, 2025), as well as employer-paid wellness benefits, including employee subscriptions to the Calm®, Noom®, and Vitality® mobile applications. We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. We believe these benefits are necessary to be competitive within our industry and the expense of these programs is offset by their attraction and retention value.

EXP’S EQUITY GRANT POLICY FOR EXECUTIVE OFFICERS

SPECIAL AND OTHER BENEFITS

In general, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. No NEOs received material perquisites or other personal benefits during 2024 that were not provided to our employees generally.

EXECUTIVE EMPLOYMENT TERMS

We have entered into written offer letters with certain of our NEOs, but each of our NEOs is at-will and we do not have employment contracts with guaranteed terms of employment with them. In filling NEO positions, we recognize that we have to develop competitive compensation packages to attract qualified candidates in a dynamic labor market.

RESIGNATION, RETIREMENT, OTHER TERMINATION, OR CHANGE IN CONTROL ARRANGEMENTS

Certain current NEOs have been granted post-employment compensation benefits, including severance and change of control arrangements. In the event of employment termination:

Additionally, any option awards granted to employees, including current NEOs, may be exercised: (i) for 90 days after his or her termination of employment, (ii) for 12 months after his or her death (if such death occurred during such person’s employment or if such death occurred during the 90 days after termination), and (iii) for 6 months after certain events of disability (if such death occurred during such person’s employment), but in each case only to the extent such option(s) would have been exercisable by such person on the date of termination, death or disability.

Pursuant to the terms of the Company’s 2015 Equity Incentive Plan and 2024 Equity Incentive Plan, the Board may, but is not obligated to, accelerate, vest, cancel for fair value, or issue substitute awards for any option awards upon a change of control.

There are no other arrangements for resignation, retirement, termination, or change in control arrangements (including, without limitation, severance, non-401(k)-retirement or pension benefits) with any current NEOs in their capacity as such.

Clawback Policy

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), we maintain a claw back policy, which requires that certain incentive compensation paid to any current or former executive officer, including our NEOs, will be subject to recoupment if (x) the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements, without regard to any fault or misconduct, and (y) that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the fiscal year in which the restatement was required. Incentive compensation subject to the claw back policy consists of compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure (as defined in the rules implementing such requirement), including stock price and total shareholder return, on and after October 2, 2023.

Anti-Hedging and Anti-Pledging Policies

Certain transactions in our securities (such as short sales, hedging, and transactions in derivatives) create a heightened compliance risk or could create the appearance of misalignment with our stockholders. In addition, securities that are pledged as collateral or held in a margin account create a risk of being sold without consent if the owner fails to meet a margin call or defaults on the secured obligation, thus creating the risk that a sale may occur at a time when a person is aware of material, non-public information or otherwise is not permitted to trade in Company securities. Our insider trading policy prohibits all Company insiders, including our directors, from engaging in short sales, derivative securities transactions, including hedging, with respect to Company securities, and from pledging Company securities as collateral.

Tax and Accounting Considerations

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Section 162(m) of the Internal Revenue Code (the “Code”) generally places a $1 million annual deduction limit on compensation paid to “covered employees,” which includes certain current and former named executive officers. Our Board and Compensation Committee may, in their discretion, recommend and authorize, as applicable, compensation payments that may or may not be deductible by the Company when we believe such payments are appropriate to attract, retain or motivate executive officers. We expect that a portion of the compensation paid to our named executive officers during 2024 will not be deductible under Section 162(m) of the Code.

ACCOUNTING FOR STOCK-BASED COMPENSATION

We follow FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and non-employee members of our Board, including options to purchase shares of our common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient may never realize any value from such awards.

TAXATION OF “PARACHUTE” PAYMENTS AND DEFERRED COMPENSATION

We do not provide our NEOs with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests in our Company, and certain other service providers, may be subject to an excise tax if they receive payments or benefits in connection with a change in control of our Company that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on an executive officer, director or other service provider to the Company in the event that he or she receives “deferred compensation” that does not meet certain requirements of Section 409A of the Code.

Risks Relating to our Compensation Policies and Practices

Our Board and Compensation Committee consider various factors in developing our compensation program, including any negative impacts on the Company resulting therefrom. In establishing and reviewing the Company’s compensation programs for risk, the Board and Compensation Committee consider features that mitigate against potential risks, such as fixed base salaries; clawbacks for our cash and equity incentives contingent on financial performance; and the quantity and mix of long-term performance-based and time-based equity incentives. In its annual review, the Board and Compensation Committee concluded that the Company’s compensation programs and policies continue to provide an effective and appropriate mix of incentives to help ensure performance is focused on long-term stockholder value creation, and do not encourage short-term risk taking at the expense of long-term results or create risks that are reasonably likely to have a material adverse effect on the Company.

Report of the Compensation Committee of the Board

The Compensation Committee of the Company has reviewed and discussed with management the “Compensation Discussion and Analysis” section included in this Proxy Statement, and based on such review and discussion, the Compensation Committee recommended to our board of directors that this “Compensation Discussion and Analysis” section be included in this Proxy Statement.

Respectfully submitted,

Dan Cahir, Chair

Randall Miles

Fred Reichheld

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Executive Compensation Tables

The following table sets forth information regarding the compensation awarded to, earned by, or paid to each of the named executive officers in accordance with SEC rules.

2024 SUMMARY COMPENSATION TABLE

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2024 GRANTS OF PLAN-BASED AWARDS TABLE

The following table provides information with respect to grants of plan-based awards to the named executive officers for the year ended December 31, 2024:

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OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024

The following table provides information regarding the equity awards outstanding as of December 31, 2024 held by each of our named executive officers:

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