Board Justification

The compensation program is designed to integrate compensation with the achievement of short- and long-term business objectives and to assist in attracting, motivating and retaining high-quality executive officers while rewarding them for superior performance.

Board Justification

The $6,500,000 in column (d) for 2023 represents the $5,000,000 discretionary cash bonus paid to Mr. Gosin in 2023 and approved by the Compensation Committee on December 12, 2023 and the $1,500,000 cash bonus Mr. Gosin received with respect to 2023 pursuant to the terms of the Gosin Employment Agreement.

Board Justification

Mr. Gosin receives the use of a car and driver in connection with Mr. Gosin’s duties. Such personal benefits had an aggregate incremental cost of approximately $238,735 in 2023.

Board Justification

The 2023 amount of $40,000,000 under column (e) for Mr. Gosin represents the fair value at the time of grant of 4,581,902 non-exchangeable Newmark Holdings NPSUs granted in 2023 at $8.73 per unit, which had a schedule for the grant of exchange rights pursuant to the terms of the Gosin Employment Agreement.