EXP WORLD HOLDINGS INC (EXPI)
Sector: Real Estate
2026 Annual Meeting Analysis
EXP WORLD HOLDINGS INC · Meeting: April 24, 2026
Directors FOR
2
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Six Directors
Against Analysis
Sanford has served as CEO and director since 2013, and EXPI's stock has lost 44.9% over three years while the sector ETF XLRE gained 29.4%, a gap of 74.3 percentage points that far exceeds the 30-percentage-point trigger threshold for companies with negative absolute returns; the 5-year record is even worse (-86.1%), confirming sustained underperformance rather than a temporary trough, so the 5-year mitigant does not apply.
Miles has served on the board since 2016, well within the underperformance period; EXPI's stock has lost 44.9% over three years against XLRE's gain of 29.4%, a gap of 74.3 percentage points far exceeding the 30-point threshold, and the 5-year record of -86.1% confirms this is not a transient decline.
Cahir has served on the board since 2018, fully covering the three-year underperformance period; EXPI's 3-year stock decline of 44.9% against XLRE's 29.4% gain produces a 74.3-percentage-point gap well above the applicable 30-point threshold, and the 5-year return of -86.1% disqualifies the mitigant.
Weakley joined the board in June 2022, which is more than 24 months before this meeting, so the new-director exemption does not apply; she has served during substantially all of the three-year underperformance period and EXPI's 74.3-percentage-point gap versus XLRE far exceeds the 30-point threshold for companies with negative absolute returns.
For Analysis
Pelosi joined the board in January 2023, which is less than 36 months ago but more than 24 months; while the 24-month new-director exemption does not fully shield her, her tenure covers less than half of the three-year underperformance measurement window, and the policy calls for flagging rather than an automatic No vote in such cases — given her limited tenure overlap and her substantive governance credentials, a FOR vote is appropriate.
Reichheld joined the board in September 2023, less than 30 months ago, and his tenure covers well under half of the three-year underperformance period; the policy indicates directors whose tenure covers less than half the underperformance period should be flagged but not automatically voted against, and given his limited overlap a FOR vote is warranted.
The board's three longest-serving directors (Sanford since 2013, Miles since 2016, Cahir since 2018) and Weakley (since June 2022) all have tenure that fully or substantially overlaps with a severe three-year underperformance period — EXPI's stock fell 44.9% while XLRE gained 29.4%, a 74.3-percentage-point gap far exceeding the 30-point policy trigger. The 5-year return of -86.1% confirms sustained rather than transient underperformance, so the 5-year mitigant does not apply to any of these four directors. Pelosi and Reichheld, who joined in January 2023 and September 2023 respectively, have tenure covering less than half the measurement window and receive FOR votes consistent with the policy's proportional approach for newer directors.
Say on Pay
✓ FORCEO
Glenn Sanford
Total Comp
$1,575,126
Prior Support
99.5%%
CEO Glenn Sanford's total compensation of $1,575,126 consists entirely of base salary with no equity grants or bonus in 2025, which is modest for the founder-CEO of a ~$1 billion real estate technology company and is unlikely to exceed benchmark thresholds. The company maintains a meaningful clawback policy compliant with Dodd-Frank, prohibits hedging and pledging, pays no tax gross-ups, and received 99.5% shareholder support on last year's Say on Pay vote. While the company's stock performance has been poor, the CEO's pay structure in 2025 was essentially fixed salary only — his performance-linked equity awards from 2023 failed to vest because performance conditions were not met, which actually demonstrates the pay-for-performance mechanism working as intended.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
7 yrs
Audit Fees
$2,123,000
Non-Audit Fees
$183,000
Non-audit fees (audit-related fees of $75,000 plus tax fees of $108,000 = $183,000) represent approximately 8.6% of audit fees ($2,123,000), well below the 50% threshold that would raise independence concerns; Deloitte has served since 2019 (approximately 7 years), comfortably below the 25-year tenure trigger; and as a Big 4 firm Deloitte is fully adequate for a company of EXPI's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Approval of Redomestication of eXp World Holdings, Inc. from Delaware to Texas, by Conversion
This is a board-proposed charter amendment to redomesticate the company from Delaware to Texas. While the proxy frames this as reducing litigation costs and management distraction, the timing is highly concerning: the board is proposing to move jurisdictions while active derivative litigation — including a lawsuit alleging fiduciary duty breaches by named directors that survived a motion to dismiss in January 2026 — is pending in the Delaware Court of Chancery. The proposed Texas structure introduces several provisions that reduce shareholder rights relative to the current Delaware baseline: shareholders must own at least 3% of shares to bring a derivative lawsuit (vs. no such threshold in Delaware), shareholders waive their right to a jury trial for internal entity claims, and proxy validity is shortened. The policy framework directs support for redomestication proposals that represent a genuine improvement in governance, but this move appears primarily motivated by forum-shifting away from active shareholder litigation and introduces net reductions in shareholder rights, warranting a vote against.
Overall Assessment
EXPI's 2026 annual meeting presents a four-proposal ballot; the most significant governance concern is the board's severe and sustained stock underperformance — shares have fallen 44.9% over three years against XLRE's 29.4% gain, triggering AGAINST votes for the four longest-serving directors. The redomestication proposal from Delaware to Texas also warrants an AGAINST vote given its timing during active shareholder derivative litigation and net reductions in shareholder rights under the proposed Texas structure.
Compensation Peer Group
3 companies disclosed in 2026 proxy filing