Marcus & Millichap (MMI) Proxy Filing summary

Executive summary

• Achieved 8.5% revenue growth in 2025, marking the second year of recovery post-2023 market disruption, with Adjusted EBITDA rising from $9M in 2024 to $25M in 2025 and a return to modest pre-tax profitability.

• Expanded sales force by nearly 100 professionals and maintained a strong balance sheet with $400M in cash and no debt, enabling $47M in shareholder returns through dividends and buybacks in 2025.

• Continued investments in AI-powered technology, talent acquisition, and platform enhancements to drive long-term growth and resilience.

• Strategic focus for 2026 includes further revenue growth, sales force expansion, diversification of revenue streams, and pursuit of synergistic acquisitions.

Voting matters and shareholder proposals

• Stockholders will vote on electing two Class I directors for three-year terms, ratifying Ernst & Young LLP as independent auditor for 2026, and an advisory say-on-pay vote on executive compensation.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight directors, six of whom are independent; separate CEO, Chair, and Lead Independent Director roles.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Executive Committees, all with independent chairs.

• Annual board and committee self-assessments, stock ownership guidelines, and a compensation recovery policy are in place.

• Director nominees and continuing directors bring diverse skills in finance, real estate, risk management, and leadership.