
										Value of Initial Fixed $100
										Investment Based On:
						Average
						Summary		Average
		Summary				Compensation		Compensation				Peer Group
		Compensation		Compensation		Table Total for		Actually Paid		Total		Total				Annual Total
		Table Total for		Actually Paid		Non-PEO		to Non-PEO		Stockholder		Stockholder		Net Income		Stockholder
Fiscal Year		PEO⁽¹⁾		to PEO⁽²⁾		NEOs⁽³⁾		NEOs⁽⁴⁾		Return⁽⁵⁾		Return⁽⁶⁾		(millions)⁽⁷⁾		Return ⁽⁸⁾
(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
2023		$	7,791,216	$	15,260,065	$	2,162,999	$	1,986,753	$	280	$	220	$	(9.0)	46	%
2022	⁽⁹⁾	$	1,711,519	$	(11,472,649)	$	2,056,390	$	(913,162)	$	198	$	136	$	15.4	(72)	%
2021	⁽⁹⁾	$	1,927,198	$	13,835,135	$	1,249,992	$	2,443,631	$	596	$	192	$	81.2	97	%
2020		$	15,959,261	$	53,556,375	$	1,701,933	$	7,078,010	$	557	$	128	$	31.0	381	%

⁽¹⁾

This column represents the amount of total compensation reported for Mr. Sanford (our Chairman and Chief Executive Officer of the Company and eXp Realty) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable year.

⁽²⁾

This column represents the amount of “compensation actually paid” to Mr. Sanford, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Sanford during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Sanford’s total compensation for fiscal year 2023, 2022, and 2021 to determine the “compensation actually paid” in each applicable year:


			Reported Summary
	Reported Summary		Compensation Table
	Compensation Table		Value of PEO Equity		Adjusted Value of		Compensation
Fiscal Year	Total for PEO^(a)		Awards^(b)		Equity Awards^(c)		Actually Paid to PEO
2023	$	7,791,216	$	6,203,788	$	13,672,637	$	15,260,065

(a)

This column represents the amount of total compensation reported for Mr. Sanford for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement.

(b)

This column represents the aggregate grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the corresponding fiscal year. Please refer to the Summary Compensation Table in this Proxy Statement. The amount in this column is replaced with the corresponding amount reported under the Adjusted Value of Equity Awards column in order to arrive at compensation actually paid for the applicable fiscal year.

(c)

This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year (a “Subject Year”). For a Subject Year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Mr. Sanford to arrive at “compensation actually paid” to Mr. Sanford for that Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the fiscal year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The amounts added or subtracted to determine the adjusted amount are as follows:

Value of

Dividends or

Fair Value

other

at the End

Earnings Paid

Fiscal Year

of the

on Stock or

over Fiscal

Prior

Option

Fiscal Year

Year Change

Fiscal

Awards not

End Fair

in Fair Value

Year of

Otherwise

Value of

of

Change in

Equity

Reflected in

Outstanding

Fair Value of

Awards

Fair Value or

and

Fair Value as

Equity

that Failed

Total

Unvested

of Vesting

Awards

to Meet

Compensation

Equity

Date of Equity

Granted in

Vesting

in the

Awards

Awards at

Awards

Prior Fiscal

Conditions

Summary

Adjusted

Granted in

FYE Granted

Granted and

Years that

in the

Compensation

Value of

the Fiscal

in Prior

Vested in the

Fiscal

Table for the

Equity

Fiscal Year

Year

Fiscal Years

Fiscal Year

Year

Fiscal Year

Awards

2023

$

5,248,999

$

-

$

801,786

$

915,323

$

(1,229,995)

$

7,936,524

$

13,672,637

The fair value or change in fair value, as applicable, of stock awards and option awards was determined by reference to, for RSU awards, the closing price of our common stock on the applicable measurement date. For stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield, and risk-free rate as of the measurement date.

⁽³⁾

This column represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Sanford) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable year. The names of each of the NEOs (excluding Mr. Sanford) included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for 2023, Jeff Whiteside, Kent Cheng, Shoeb Ansari, James Bramble, and Leo Pareja; (ii) for 2022, Jeff Whiteside, Shoeb Ansari, Jason Gesing, and Michael Valdes; (iii) for 2021, Jeff Whiteside, Jason Gesing, Courtney Keating (Chakarun), and Michael Valdes; and (iv) for 2020, Jeff Whiteside, Stacey Onnen, Michael Valdes, and Courtney Keating (Chakarun).

⁽⁴⁾This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Sanford), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Sanford) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Sanford) for fiscal year 2023, 2022 and 2021 to determine the compensation actually paid in each applicable fiscal year, using the same adjustment methodology described above in Note 2(c):

Average

Reported

Reported Summary

Summary

Average Non-PEO

Average

Compensation Table

NEO Adjusted Value

Compensation

Total for Non-PEO

Value of Non-PEO

of Equity

Actually Paid to Non-

Fiscal Year

NEOs^(a)

NEO Equity Awards^(b)

Awards^(c)

PEO NEOs

2023

$

2,162,999

$

1,421,500

$

1,245,253

$

1,986,753

(a)

This column represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Sanford) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable year.

(b)

This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Sanford) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in each applicable year. Please refer to the Compensation Tables section of the Company’s Proxy Statement for the applicable year. The amount in this column is replaced with the corresponding amount reported under the Average Non-PEO NEO Adjusted Value of Equity Awards column in order to arrive at compensation actually paid for the applicable fiscal year.

(c)

This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Sanford) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in each applicable year determined using the same methodology described above in Note 2(c). For each year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each NEO (excluding Mr. Sanford) to arrive at “compensation actually paid” to each NEO (excluding Mr. Sanford) for that year, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Sanford) for that year. The amounts added or subtracted to determine the adjusted average amount are as follows:

Average Value

Average

of Dividends

Fair Value

or other

Average

at the End

Earnings Paid

Fiscal Year

of the

on Stock or

over Fiscal

Prior

Option

Year Change

Fiscal

Awards not

in Fair Value

Average Fair

Average

Year of

Otherwise

of

Value as of

Change in

Equity

Reflected in

Average

Outstanding

Vesting Date

Fair Value of

Awards

Fair Value or

Fiscal Year

and

of Equity

Equity

that Failed

Total

End Fair

Unvested

Awards

to Meet

Compensation

Value of

Equity

Granted in the

Granted in

Vesting

in the

Adjusted

Equity

Awards at

Fiscal Year

Prior Fiscal

Conditions

Summary

Average

Awards Granted in

FYE Granted

and Vested in

Years that

in the

Compensation

Value of

the Fiscal

in Prior

the Fiscal

Vested in the

Fiscal

Table for the

Equity

Fiscal Year

Year

Fiscal Years

Year

Fiscal Year

Year

Fiscal Year

Awards

2023

$

900,730

$

31,107

$

207,710

$

105,489

$

-

$

217

$

1,245,253

⁽⁵⁾

Company total stockholder return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (2020, 2020-2021, 2020-2022, and 2020-2023), assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

⁽⁶⁾

This column represents cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated, and otherwise computed in accordance with Note 5. The peer group used for this purpose is the following published industry index: S&P Homebuilders Select Industry Index.

⁽⁷⁾	This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.

⁽⁸⁾ Annual TSR is Company TSR calculated by dividing the sum of the cumulative amount of dividends for each measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period divided by the Company’s share price at the beginning of the measurement period. For this purpose, the measurement periods are as follows: for 2023, September 28, 2022 through September 28, 2023; for 2022, September 28, 2021 through September 28, 2022; for 2021, September 28, 2020 through September 28, 2021; and for 2020, September 28, 2019 through September 28, 2020.

⁽⁹⁾ As noted in the footnotes to the Summary Compensation Table, due to an administrative error, the “Salary” presented for Mr. Sanford and Mr. Whiteside was overstated in 2022 by approximately $62,981 and $9,615, respectively, and in 2021 by approximately $28,365 and $1,923, respectively. The corrected values are reflected in the Summary Compensation Table in this proxy statement. Also, as noted in the footnotes to the Summary Compensation Table, Mr. Ansari received a $6,250 bonus payment during 2023 that was earned during 2022, but not paid due to an inadvertent administrative error. In addition, due to an administrative error, the “Compensation Actually Paid to PEO” previously presented for Mr. Sanford in 2021 was overstated by $41,500,556, and the Average Compensation Actually Paid to Non-PEO Neos for 2022 was overstated by $5,654,462. The amounts disclosed in this Pay Versus Performance disclosure reflect the correct amounts.

Named Executive Officers, Footnote


										Value of Initial Fixed $100
										Investment Based On:
						Average
						Summary		Average
		Summary				Compensation		Compensation				Peer Group
		Compensation		Compensation		Table Total for		Actually Paid		Total		Total				Annual Total
		Table Total for		Actually Paid		Non-PEO		to Non-PEO		Stockholder		Stockholder		Net Income		Stockholder
Fiscal Year		PEO⁽¹⁾		to PEO⁽²⁾		NEOs⁽³⁾		NEOs⁽⁴⁾		Return⁽⁵⁾		Return⁽⁶⁾		(millions)⁽⁷⁾		Return ⁽⁸⁾
(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
2023		$	7,791,216	$	15,260,065	$	2,162,999	$	1,986,753	$	280	$	220	$	(9.0)	46	%
2022	⁽⁹⁾	$	1,711,519	$	(11,472,649)	$	2,056,390	$	(913,162)	$	198	$	136	$	15.4	(72)	%
2021	⁽⁹⁾	$	1,927,198	$	13,835,135	$	1,249,992	$	2,443,631	$	596	$	192	$	81.2	97	%
2020		$	15,959,261	$	53,556,375	$	1,701,933	$	7,078,010	$	557	$	128	$	31.0	381	%

⁽¹⁾

This column represents the amount of total compensation reported for Mr. Sanford (our Chairman and Chief Executive Officer of the Company and eXp Realty) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable year.

⁽³⁾

This column represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Sanford) in the “Total” column of the Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable year. The names of each of the NEOs (excluding Mr. Sanford) included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for 2023, Jeff Whiteside, Kent Cheng, Shoeb Ansari, James Bramble, and Leo Pareja; (ii) for 2022, Jeff Whiteside, Shoeb Ansari, Jason Gesing, and Michael Valdes; (iii) for 2021, Jeff Whiteside, Jason Gesing, Courtney Keating (Chakarun), and Michael Valdes; and (iv) for 2020, Jeff Whiteside, Stacey Onnen, Michael Valdes, and Courtney Keating (Chakarun).

PEO Total Compensation Amount

$ 7,791,216

$ 1,711,519

$ 1,927,198

$ 15,959,261

Adjustment To PEO Compensation, Footnote

⁽²⁾

This column represents the amount of “compensation actually paid” to Mr. Sanford, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Sanford during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Sanford’s total compensation for fiscal year 2023, 2022, and 2021 to determine the “compensation actually paid” in each applicable year:


			Reported Summary
	Reported Summary		Compensation Table
	Compensation Table		Value of PEO Equity		Adjusted Value of		Compensation
Fiscal Year	Total for PEO^(a)		Awards^(b)		Equity Awards^(c)		Actually Paid to PEO
2023	$	7,791,216	$	6,203,788	$	13,672,637	$	15,260,065

(a)

This column represents the amount of total compensation reported for Mr. Sanford for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement.

(b)

This column represents the aggregate grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the corresponding fiscal year. Please refer to the Summary Compensation Table in this Proxy Statement. The amount in this column is replaced with the corresponding amount reported under the Adjusted Value of Equity Awards column in order to arrive at compensation actually paid for the applicable fiscal year.

(c)

This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year (a “Subject Year”). For a Subject Year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Mr. Sanford to arrive at “compensation actually paid” to Mr. Sanford for that Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the fiscal year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. The amounts added or subtracted to determine the adjusted amount are as follows:

Value of

Dividends or

Fair Value

other

at the End

Earnings Paid

Fiscal Year

of the

on Stock or

over Fiscal

Prior

Option

Fiscal Year

Year Change

Fiscal

Awards not

End Fair

in Fair Value

Year of

Otherwise

Value of

of

Change in

Equity

Reflected in

Outstanding

Fair Value of

Awards

Fair Value or

and

Fair Value as

Equity

that Failed

Total

Unvested

of Vesting

Awards

to Meet

Compensation

Equity

Date of Equity

Granted in

Vesting

in the

Awards

Awards at

Awards

Prior Fiscal

Conditions

Summary

Adjusted

Granted in

FYE Granted

Granted and

Years that

in the

Compensation

Value of

the Fiscal

in Prior

Vested in the

Fiscal

Table for the

Equity

Fiscal Year

Year

Fiscal Years

Fiscal Year

Year

Fiscal Year

Awards

2023

$

5,248,999

$

-

$

801,786

$

915,323

$

(1,229,995)

$

7,936,524

$

13,672,637

The fair value or change in fair value, as applicable, of stock awards and option awards was determined by reference to, for RSU awards, the closing price of our common stock on the applicable measurement date. For stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield, and risk-free rate as of the measurement date.

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,986,753

(913,162)

2,443,631

7,078,010

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Company Selected Measure

Cumulative TSR of the Company and Cumulative TSR of the Peer Group

Tabular List, Table

As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. The Company believes that reliance on formulaic financial performance measures can result in compensation that is unrelated to the value delivered by our named executive officers because formulaic financial measures do not consider the specific performance of the executive officers or any unique circumstances or strategic considerations related to a named executive officer or the Company for the relevant fiscal year. Rather than rely on a specific formula-based model, we believe that retaining discretion to assess the overall performance of NEOs gives the Company the ability to more accurately reflect individual contributions that cannot be absolutely quantified. Consequently, in fiscal 2023 we

employed one financial measure to determine executive compensation actually paid to the Company’s NEOs, as follows:

•Annual TSR.