Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Charles E. Phillips from the Board On October 7, 2026, Charles E. Phillips, Jr., a member of the Board of Directors (the “Board”) of Compass, Inc.…
Filed Oct 14, 2026Accepted Oct 14, 2026, 7:00 AM EDTCIK 1563190Accession 0001563190-26-000157
Compass (NYSE: COMP) is a leading tech-enabled real estate services company that includes the largest residential real estate brokerage in the United States by sales volume. Founded in 2012 and based in New York City, Compass provides an end-to-end platform that empowers its residential real estate agents at its owned-brokerage to deliver exceptional service to seller and buyer clients. The platform includes an integrated suite of cloud-based software for customer relationship management, marketing, client service, brokerage services, and other critical functionality, all custom-built for the real estate industry. Compass agents utilize the platform to grow their business, save time, and manage their business more efficiently. The Compass network includes Christie’s International Real Estate, with over 100 independently owned brokerage Affiliates in 50 countries and territories. For more information on how Compass empowers real estate agents, one of the largest groups of small business owners, please visit www.compass.com.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Charles E. Phillips from the Board
On October 7, 2026, Charles E. Phillips, Jr., a member of the Board of Directors (the “Board”) of Compass, Inc. (the “Company”), notified the Company of his decision to resign from the Board, effective October 9, 2026. Upon his resignation, Mr. Phillips ceased serving as Lead Independent Director of the Board, a member and the Chairperson of the Board’s Nominating and Corporate Governance Committee, and a member of the Audit Committee. Mr. Phillips resigned from the Board to devote more time to other commitments outside the real estate industry and his resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Appointment of Frank Martell as Lead Independent Director and Appointment of Steven Sordello as Chairperson of the Nominating and Corporate Governance Committee
In connection with Mr. Phillips’ resignation, the Board appointed Frank Martell, a current Board member and the Chairperson of the Audit Committee, to serve as Lead Independent Director of the Board, effective October 9, 2026.
The Board also appointed Steven Sordello, a current Board member and a member of the Audit and Nominating and Corporate Governance Committees, to serve as the Chairperson of the Nominating and Corporate Governance Committee, effective October 9, 2026.
Appointment of Sissie L. Hsiao to the Board
On October 12, 2026, the Board appointed Sissie L. Hsiao as a director effective October 14, 2026, filling the vacancy on the Board created by Mr. Phillips’ resignation, and also appointed Ms. Hsiao to the Compensation Committee of the Board. Ms. Hsiao will serve as a Class II director with a term expiring at the Company’s annual meeting of stockholders in 2029, or until her successor is duly elected and qualified. There are no transactions in which Ms. Hsiao has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K and there is no arrangement or understanding between Ms. Hsiao and any other persons pursuant to which Ms. Hsiao was appointed to the Board. She will receive compensation in accordance with the Company’s standard arrangements for non-employee directors.
Sissie L. Hsiao is a former Google executive with more than two decades of experience building and leading consumer technology products and businesses. Most recently, from 2021 to 2025, she served as Vice President and General Manager of Gemini app, Assistant, and Speech at Google, where she led major efforts building and applying generative AI, natural language, and speech technologies to consumer products. Previously, Ms. Hsiao served as Vice President and General Manager of Google’s Display, Video, and App Advertising businesses from 2012 to 2021. Earlier in her career at Google, she led product development for Google Analytics and Google Slides from 2006 to 2012. She began her career at Microsoft, where she worked on graphics technologies for the Microsoft Office suite from 2000 to 2006. Ms. Hsiao also serves on the Board of Directors of Bumble Inc. since October 2023. She holds a B.S. in Electrical Engineering and Computer Science from the University of California, Berkeley.
A copy of the Press Release announcing the transition and the appointment of Ms. Hsiao to the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K.