DEF: Newmark Group to Hold 2025 Annual Stockholder Meeting Online

Newmark Group, Inc. announces its 2025 Annual Meeting of Stockholders will be held virtually on December 30, 2025, to vote on director elections, auditor ratification, and executive compensation.

Summary

• The 2025 Annual Meeting of Stockholders will be conducted online on Tuesday, December 30, 2025, at 10:00 a.m. ET, to enhance accessibility and efficiency.
• Stockholders will vote on the election of five directors, the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending December 31, 2025, and an advisory vote on executive compensation.
• The record date for stockholders entitled to vote at the Annual Meeting is November 10, 2025.
• As of October 31, 2025, Cantor and CF Group Management, Inc. (CFGM) collectively held 21,285,533 shares of Class B common stock, representing approximately 57.3% of the Company's Total Voting Power.
• Former Executive Chairman Howard W. Lutnick completed the divestment of his holdings in the Company by October 6, 2025, to comply with U.S. government ethics rules following his appointment as the 41st U.S. Secretary of Commerce.
• Brandon G. Lutnick now controls 22.3% of outstanding Common Equity, representing 58.6% of Total Voting Power, following the divestment transactions.
• A class action lawsuit (Consolidated Shareholder Action) regarding executive compensation and partnership unit exchanges was settled for a cash payment of $50 million to Newmark, paid by the Company's directors and officers insurance carriers, with $7.7 million awarded to plaintiffs' counsel.
• Newmark's total revenues for 2024 were $2,738,502 thousand, with net income of $85,491 thousand.
• The ratio of the Executive Chairman's (Mr. H. Lutnick) annual total compensation to the median employee's was approximately 234 to 1 for 2024 ($20,000,000 vs. $85,437). Excluding the $10 million Lutnick Award tranche, this ratio was 117 to 1.

Sentiment

Score: 7

Explanation: The filing outlines a company with stable operations and strong governance, evidenced by its commitment to independent board oversight and proactive risk management. The resolution of the significant derivative lawsuit is a positive, removing a cloud of uncertainty. However, the ongoing related-party transactions with Cantor, including its controlling voting power and various financial agreements, present inherent conflicts of interest that could limit Newmark's independent strategic flexibility and shareholder value optimization. While the company shows strong performance in certain segments and a commitment to ESG, these related-party dynamics and the high executive pay ratio warrant a cautious approach. The capital raise through senior notes and ongoing related-party transactions, while approved by the Audit Committee, warrant continued monitoring.

Positives

• The virtual annual meeting format is expected to increase stockholder accessibility, improve meeting efficiency, and reduce costs.
• Newmark outpaced the average for industry peers in terms of growth in fees from management services, servicing, and other, capital markets fees, non-U.S. revenue, fee revenue, and total revenues in 2024.
• Company volumes in GSE origination, mortgage brokerage, and debt placement outperformed relevant industry volumes in 2024.
• The Company maintains strong corporate governance policies and practices, including a majority independent board, independent committees, and robust Code of Ethics and Whistleblower Policy.
• A high retention rate of approximately 93% for top-performing producers was achieved between 2015 and 2024.
• The significant Consolidated Shareholder Action lawsuit was settled for $50 million, paid by D&O insurance, resolving a major legal uncertainty.
• Newmark's headquarters at 125 Park Ave. in New York City holds a LEED Gold certification and an Energy Star certification, demonstrating environmental commitment.
• The Company actively supports charitable giving, including a matching program for employee donations and a Volunteer Time Off program.

Negatives

• The compensation structure for non-executive brokers and other professionals, based on production or commissions, may involve the Company committing to certain transactions that expose it to risks, creating an "inevitable conflict of interest."
• Overlap in the Board and management with Cantor and BGC, coupled with Cantor's controlling interest (57.3% of Total Voting Power), could create potential conflicts of interest.
• Cantor's consent is required for certain key decisions, such as amendments to the Newmark Holdings limited partnership agreement and transfers of Newmark OpCo partnership interests, which may not always align with the best interests of all stockholders.
• The tax receivable agreement mandates Newmark to pay Cantor 85% of cash savings from tax basis increases, potentially limiting Newmark's direct financial benefit.
• The high pay ratio of the Executive Chairman to the median employee (234 to 1) may raise concerns among some stakeholders regarding executive compensation practices.
• An antitrust class action lawsuit, alleging anticompetitive effects in the labor market due to non-compete and economic forfeiture provisions, is currently under appeal, with an uncertain outcome.

Risks

• The Company's compensation structure for non-executive brokers and other professionals, based on production or commissions, may involve committing to certain transactions that expose the Company to risks, creating an "inevitable conflict of interest."
• Potential conflicts of interest may arise due to the overlap in Board and management with Cantor and BGC, and Cantor's controlling interest (57.3% of Total Voting Power) in Newmark.
• Cantor's ability to exercise control over Newmark's management and affairs, including decisions on acquisitions, dispositions, business expansions, director elections, dividends, and share repurchases, may not always align with the interests of all stockholders.
• Cantor's consent is required for certain key amendments and actions, potentially delaying or preventing decisions that might be advantageous to Newmark stockholders.
• There is a risk that Cantor's existing or future real estate-related businesses, such as its commercial lending business, could compete with Newmark's business opportunities.
• The tax receivable agreement's requirement to pay Cantor 85% of tax savings from basis increases, and the possibility of IRS challenges to these tax benefits, could impact Newmark's financial position.
• Potential allegations of conflicts of interest or reputational impacts could occur due to related-party transactions and overlapping management, which may adversely affect the business.
• The outcome of the appeal in the antitrust class action lawsuit against Cantor, BGC Holdings, and Newmark Holdings, alleging breach of contract and antitrust violations, cannot be determined with certainty.

Future Outlook

The company expects to continue developing its sustainability program and related services for clients. Management is assessing long-term leadership options and advancing succession planning for senior executives, including the CEO, with external advisors. The Compensation Committee has established performance criteria for executive officers for 2025, focusing on operating profits, revenue growth, market penetration, business diversification, strategic acquisitions, and key personnel retention. The company intends to encourage broader employee participation in its Volunteer Time Off program.

Management Comments

• "Our Board of Directors will once again conduct the Annual Meeting as a virtual meeting because it believes that a virtual meeting will enable increased stockholder accessibility, while improving meeting efficiency and reducing costs." Caroline A. Koster, Corporate Secretary
• "We believe our business-focused corporate responsibility, governance, and environmental and sustainability-related (formerly known as ESG) policies and practices support our efforts to be an exemplary corporate citizen and create sustainable long-term value for Newmark, our stockholders, our clients, employees, and other stakeholders."
• "We believe this helps us mitigate risks, reduce costs, protect brand value, and capitalize on market opportunities."
• "Our success depends on our ability to attract and retain talented, productive and skilled employees to transact with our clients in a challenging and regulated environment that is experiencing ever-increasing competition for talent."
• "We are investing in fostering an inclusive and incentivized work environment where our people can deliver their best work every day."
• "This compensation structure has proven to be highly retentive, and between 2015 and 2024, we have retained approximately 93% of our top-performing producers."
• "We believe that the performance of our executives in managing our Company, and in the provision of services to our operating partnerships and subsidiaries, considered in light of general economic and specific company, industry and competitive conditions, should be the basis for determining their overall compensation."
• "We believe that the long-term performance of our stock is reflected in executive compensation through the grant of awards, including limited partnership units and related exchange rights and cash settlement awards, restricted stock, RSUs, and other equity and partnership awards."

Industry Context

Newmark operates in a competitive commercial real estate industry, as evidenced by its comparison to peers like CBRE Group, Inc., Colliers International Group Inc., Jones Lang LaSalle Incorporated, Cushman & Wakefield plc, and Savills plc. The company's focus on virtual meetings, corporate responsibility, and sustainable business practices aligns with broader industry trends towards efficiency, ESG integration, and remote work capabilities. Its strong retention of top producers and outperformance in certain business lines (management services, capital markets, non-U.S. revenue) suggest effective competitive strategies in a challenging talent market. The divestment of Mr. H. Lutnick's interests due to public service highlights the increasing scrutiny and ethical considerations for executives in publicly traded companies.

Comparison to Industry Standards

• Newmark's growth in fees from management services, servicing, and other, capital markets fees, non-U.S. revenue, fee revenue, and total revenues outpaced the average for industry peers (CBRE Group, Inc., Colliers International Group Inc., Jones Lang LaSalle Incorporated, Cushman & Wakefield plc, and Savills plc) in 2024.
• Company volumes in GSE origination, mortgage brokerage, and debt placement outperformed relevant industry volumes in 2024.
• Newmark was ranked #1 on LinkedIn's 2022 Top Companies in Real Estate list, indicating strong talent attraction and retention relative to the industry.
• Recognition as a Green Lease Leader from the Department of Energy and Institute for Market Transformation for sustainability demonstrates alignment with and leadership in green building practices.
• The company's compensation structure, with a high proportion of equity/partnership stakes for key executives and producers, is designed to be highly retentive, achieving a 93% retention rate for top performers between 2015 and 2024, which is a strong performance metric in a competitive industry.

Management Changes

Corporate Governance

Legal Proceedings

• Consolidated Shareholder Action (Robert Garfield v. Howard W. Lutnick, et al. and Cardinal Capital Management, LLC v. Howard W. Lutnick, et al.): This derivative lawsuit alleged breach of fiduciary duty by the Board and Mr. H. Lutnick regarding the Lutnick Award and partnership unit exchanges, unjust enrichment, and corporate asset waste. The matter was settled for a cash payment of $50 million to Newmark, paid by Newmark's directors and officers insurance carriers, with $7.7 million awarded to plaintiffs' counsel. The settlement was approved by the Delaware Court of Chancery on August 13, 2025, fully resolving the claims with prejudice. Defendants denied wrongdoing.
• Antitrust Class Action (U.S. District Court for the District of Delaware, Civil Action No. 1:23-cv-00265): This collective action, filed against Cantor, BGC Holdings, and Newmark Holdings, alleges breach of contract and antitrust violations under the Sherman Antitrust Act of 1890. Plaintiffs claim that non-compete and economic forfeiture provisions in partnership agreements are unenforceable and cause anticompetitive effects in the labor market. The District Court granted defendants' motion to dismiss the Second Amended Complaint on December 2, 2024. Plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Third Circuit on December 16, 2024, and oral argument was held on September 17, 2025. The Company believes the lawsuit has no merit and that the District Court's dismissal will be affirmed on appeal, but the outcome cannot be determined with certainty.

Related Party Transactions

• Administrative Services Agreement with Cantor: Cantor provides administrative and technical support services to Newmark, charging direct costs plus a reasonable allocation of other costs. Allocated expenses were $26.4 million in 2024 and $25.5 million for the nine months ended September 30, 2025.
• Tax Receivable Agreement with Cantor: Newmark pays Cantor 85% of cash savings from U.S. federal, state, and local income tax or franchise tax realized from increases in tax basis due to exchanges of Newmark Holdings interests. As of September 30, 2025, there was a $20.6 million tax receivable balance and a $17.5 million liability to Cantor.
• Registration Rights Agreement with Cantor and BGC Partners: Grants Cantor and its affiliates unlimited piggyback and demand registration rights for Class A common stock.
• Cantor's Right to Purchase Exchangeable Newmark Holdings Limited Partnership Interests: Cantor has the right to purchase exchangeable limited partnership interests from Newmark Holdings upon redemption or exchange of founding partner interests. On October 23, 2024, Cantor purchased 500,617 and 162,086 exchangeable limited partnership interests for aggregate considerations of $1,824,045 and $506,022, respectively.
• Distribution Rights Shares: Cantor exercised exchange rights for 7,782,387 limited partnership interests for 7,221,277 shares of Class A common stock on February 18, 2025, to satisfy remaining distribution rights shares obligations to current and former partners.
• Transactions with Cantor Commercial Real Estate Company, L.P. (CCRE): Newmark services loans for CCRE on a fee-for-service basis. Servicing revenues were $2.1 million in 2024 and $1.3 million for the nine months ended September 30, 2025.
• CF Secured Borrowing Facility (Master Repurchase Agreement): Newmark OpCo entered into a Master Repurchase Agreement with CF Secured, LLC (an affiliate of Cantor) for short-term secured financing.
• Intercompany Credit Agreement with Cantor: Newmark entered into an unsecured credit agreement with Cantor, allowing parties to issue loans to each other up to $250.0 million. Newmark drew $130.0 million in Newmark Revolving Loans on December 20, 2023, and repaid it on January 12, 2024, incurring $0.5 million in interest.
• 7.500% Senior Notes: Cantor purchased $125.0 million aggregate principal amount of Newmark's 7.500% Senior Notes due 2029, receiving $4,687,500 in interest payments thus far. CF&Co received approximately $0.5 million in underwriting fees for this issuance.
• Financial Advisor Agreement with CF&Co: Newmark engaged CF&Co as a financial advisor for third-party business combination transactions.
• GSE Loan and Related Party Limits: Audit Committee authorized Newmark to originate and service GSE loans to Cantor and its affiliates, subject to limits ($100.0 million per loan, $250.0 million outstanding at any time for unacquired/unsold loans, $250.0 million for Fannie Mae loans).
• Services Agreement with CFE Dubai: Newmark & Co. entered into an agreement with Cantor Fitzgerald Europe (DIFC Branch) to employ and support an individual in Dubai, with Newmark & Co. reimbursing fully allocated costs plus a 7% mark-up.
• Services Agreement with Cantor Fitzgerald Europe (CFE) for Real Estate Investment Banking Services: NHL entered into an agreement with CFE to employ and support an individual for real estate investment banking services, with NHL reimbursing fully allocated costs plus a 7% mark-up and CFE receiving 10% of generated revenues.
• Sublease to Cantor Fitzgerald, L.P.: Cantor subleased approximately 6,200 rentable square feet in San Francisco from Newmark, generating $0.5 million in revenue for Newmark in 2024 and $0.3 million for the nine months ended September 30, 2025.
• Transactions Related to Ordinary Course Real Estate Services with Executive Officers: Entities with non-controlling interests held by executive officers engage Newmark for ordinary course real estate services at market rates.
• Knotel Assets Assignment: Newmark assigned rights to acquire certain Knotel, Inc. assets to a Cantor subsidiary, with Newmark receiving 10% of sale proceeds after the subsidiary recoups its investment.
• Employment of Luis Alvarado's Sons: Joseph Alvarado and Robert Alvarado, sons of COO Luis Alvarado, are employed by a Newmark subsidiary, with total compensation of approximately $960,000 and $215,000 respectively in 2024.
• Service Transactions with Mr. Gosin's Entities: Newmark has provided brokerage services to and engaged entities in which Mr. Gosin holds an ownership interest for secretarial and janitorial services, reviewed against third-party rates.
• Referral Fee Payment from CF&Co: Newmark subsidiaries authorized to receive a $395,000 referral fee payment from CF&Co for referring loans to a Cantor subsidiary.
• Joint Capital Raising and Advisory Services Authorization with CF&Co: Newmark and CF&Co jointly engaged as placement agents for a third-party client, with a collective fee of $6 million or 4% of gross proceeds, split equally.

Stakeholder Impact

• Shareholders: Benefit from increased accessibility and efficiency of virtual meetings, strong corporate governance, and the resolution of significant litigation. However, potential conflicts of interest due to Cantor's controlling stake and high executive pay ratio may be concerns.
• Employees: Benefit from a highly retentive, performance-based compensation structure, comprehensive benefits, training, and recognition as a 'Best Place to Work.' However, the antitrust lawsuit challenges non-compete clauses, potentially impacting talent mobility.
• Customers/Clients: Benefit from the company's focus on sustainable business practices and commitment to superior client service. Potential for conflicts of interest with Cantor's competing businesses could impact service offerings.
• Creditors: The issuance of Senior Notes and debt repurchase program indicate active capital management. Intercompany credit agreements and related-party debt purchases, while approved, require scrutiny for transparency.
• Regulatory Authorities: The company demonstrates adherence to SEC rules, robust ethics policies, and anti-financial crime initiatives. Legal proceedings highlight ongoing scrutiny of corporate governance and competitive practices.

Next Steps

• Stockholders to vote on the election of five directors at the Annual Meeting on December 30, 2025.
• Stockholders to vote on the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending December 31, 2025.
• Stockholders to hold an advisory vote on executive compensation.
• Management to continue assessing long-term leadership options and advancing succession planning for senior executives.
• Compensation Committee to review 2025 performance goals for executive officers.
• Company to continue developing its sustainability program internally and further develop sustainability-related services for clients.
• Company to encourage broader use of the Volunteer Time Off program.
• Newmark Holdings to redeem or exchange remaining 595,632 founding partner interests, with Cantor having the right to purchase equivalent exchangeable limited partnership interests.
• Third Circuit to issue a ruling on the appeal of the antitrust class action lawsuit.
• Company to hold the next stockholder advisory vote on the frequency of advisory votes on compensation at the annual meeting in 2026.

Key Dates

Recommendation

The filing outlines a company with stable operations and strong governance, evidenced by its commitment to independent board oversight and proactive risk management. The resolution of the significant derivative lawsuit is a positive, removing a cloud of uncertainty. However, the ongoing related-party transactions with Cantor, including its controlling voting power and various financial agreements, present inherent conflicts of interest that could limit Newmark's independent strategic flexibility and shareholder value optimization. While the company shows strong performance in certain segments and a commitment to ESG, these related-party dynamics and the high executive pay ratio warrant a cautious approach. The stock is likely to remain stable given the established business and governance, but significant upside may be constrained by the controlling shareholder structure and potential conflicts. Investors should monitor the outcome of the antitrust appeal and any future related-party dealings closely.

Keywords

Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Director Election, Auditor Ratification, SEC Filing, Newmark Group, Stockholder Vote, Related Party Transactions, Risk Oversight, Compensation Committee, Cantor Fitzgerald, Class A Common Stock, Class B Common Stock, Shareholder Engagement, Sustainability, Legal Proceedings, Capital Markets, Real Estate Services, Succession Planning, Clawback Policy