Compass, Inc.
For the period ended Mar 31, 2026. Filed May 8, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 8, 2026
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Item 5. Other Information
(a) Adoption of Revised Severance and Change in Control Benefits for Executive Officers.
After completing a peer group benchmarking review and upon recommendation of the independent compensation consultant, Semler Brossy Consulting Group, LLC, on May 8, 2026, the Board of Directors (the “Board”) with respect to the Chief Executive Officer (“CEO”), and the Compensation Committee (the “Committee”) of the Board with respect to the non-CEO executive officers, approved certain changes to the existing severance and change in control benefits. Under the new arrangements, the named executive officers are entitled to receive the following benefits:
Upon a termination of employment other than for cause or with good reason other than in connection with a change in control transaction: (i) cash severance in an amount equal to one-times salary (two-times for the CEO) and one-times target bonus; (ii) a prorated bonus payment for the fiscal year in which termination occurs; (iii) a lump sum payment equal to the premiums for continued medical benefits for 12 months (18 months for the CEO); and (iv) prorated acceleration of outstanding time-based equity awards (all time-based equity awards for the CEO) and a prorated share of any performance-based equity awards unless otherwise provided in the applicable equity award agreement.
Upon a termination of employment other than for cause or with good reason in connection with a change in control transaction: (i) cash severance in an amount equal to one-and-a-half times salary and target bonus (two-times salary and target bonus for the CEO); (ii) a prorated bonus payment for the fiscal year in which termination occurs; (iii) a lump sum payment equal to the premiums for continued medical benefits for 18 months (24 months for the CEO); and (iv) acceleration of all equity awards.
Upon death or disability: (i) a prorated bonus payment for the fiscal year in which termination occurs; (ii) acceleration of all equity awards; and (iii) for the CEO, continued payment of his base salary for 12 months.
The foregoing description of the severance and change in control benefits with respect to non-CEO executive officers is qualified in its entirety by the revised form of Severance and Change in Control Agreement filed as Exhibit 10.9 to this Quarterly Report and incorporated by reference herein.
(b)Rule 10b5-1 Trading Arrangements.
On March 3, 2026, Robert Reffkin, Founder and Chief Executive Officer, and Ruth Reffkin Family Trust, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 3,411,111 shares of the Company's common stock at various limit prices. The trading arrangement is set to end on February 26, 2027.
On March 2, 2026, Pamela Thomas-Graham, Director, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 106,171 shares of the Company's common stock at various limit prices. This arrangement replaces and reduces the remaining share authorization under a prior Rule 10b5-1 plan adopted on May 10, 2024, effectively decreasing the total number of shares authorized for sale by 88,551. The trading arrangement is set to end on May 31, 2027.
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