Cbre Group, Inc DEF 14A, filed Apr 4, 2023

About this DEF 14A

Cbre Group, Inc. (CBRE)

DEF 14A 2023-04-04

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Added on June 12, 2026

Female

Directors

Racially and Ethnically

Diverse Directors

Board Committees

Chaired by Women

Independent

Directors

Cbre Group, Inc filed this DEF 14A on April 4, 2023.

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		Online Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card, voter instruction form or notice.

		Phone Call 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form or notice.

		Mail Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.

		Via Webcast During the Annual Meeting Visit www.virtualshareholdermeeting.com/CBRE2023. You will need the 16-digit number included in your proxy card, voter instruction form or notice. Online access begins at 10:45 a.m. (Central Time).


Voting Stockholders of record as of March 20, 2023 may cast their votes in any of the following ways:



Online Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card, voter instruction form or notice.	Phone Call 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form or notice.	Mail Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.	Via Webcast During the Annual Meeting Visit www.virtualshareholdermeeting.com/CBRE2023. You will need the 16-digit number included in your proxy card, voter instruction form or notice. Online access begins at 10:45 a.m. (Central Time).



Proposals	Board recommendation		Page reference

1. Elect Directors		FOR each nominee	23

2. Ratify the Appointment of Independent Registered Public Accounting Firm for 2023		FOR	37

3. Advisory Vote to Approve Named Executive Officer Compensation for 2022		FOR	40

4. Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation		1 YEAR	41

5. If Properly Presented, Consider a Stockholder Proposal Regarding Executive Stock Ownership Retention		AGAINST	88



1.		2.

Creating products that are demonstrably superior to those of our competitors and delivering them to internal and external customers		Focusing on our strategic priorities: • Build on lines of business organically and through targeted capital investments • Execute focused strategic bets beyond our core activities that provide opportunities for rapid growth and differentiation • Establish our platform* as a growth accelerator • Improve operational efficiency by developing deeper insights and managing costs prudently



MOST ADMIRED REAL ESTATE COMPANY Fortune Magazine, four of past five years, including 2023	MOST RECOGNIZED COMMERCIAL REAL ESTATE BRAND Lipsey Company Survey, 22^ndconsecutive year, including 2023	WORLD’S MOST ETHICAL COMPANY Ethisphere Institute, 10^th consecutive year, including 2023


INCLUDED IN THE DOW JONES SUSTAINABILITY WORLD INDEX Only commercial real estate provider for four consecutive years	LISTED IN THE BLOOMBERG GENDER EQUALITY INDEX For four consecutive years, including 2023	4^TH MOST SUSTAINABLE U.S. COMPANY Barron’s, making top 100 list for six consecutive years, including 2023


Revenue	Net Revenue ⁽¹⁾	GAAP Net Income

$30.8B	$18.8B	$1.4B

+11%	+10%	-23%

Core EBITDA ⁽¹⁾	GAAP EPS	Core EPS ⁽¹⁾

$2.9B	$4.29	$5.69

+2%	-21%	+7%

1-Year Total Stockholder Return⁽²⁾(as of 12/31/2022)	3-Year Total Stockholder Return⁽²⁾(as of 12/31/2022)	5-Year Total Stockholder Return⁽²⁾(as of 12/31/2022)

-29%	26%	78%

vs. -18% for S&P 500 (-11% underperformance)	vs. 25% for S&P 500 (+1% outperformance)	vs. 57% for S&P 500 (+21% outperformance)



Name and Principal Position	Year		Salary ($)		Bonus ($)		Annual Stock Awards⁽¹⁾ ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)

Robert E. Sulentic President and Chief Executive Officer		2022		1,167,500		—		14,749,919		2,477,350		6,000		18,400,769

Emma E. Giamartino Chief Financial Officer		2022		680,000		—		1,819,920		965,940		6,000		3,471,860

Chandra Dhandapani Chief Executive Officer, Global Workplace Solutions		2022		737,500		—		3,116,344		1,168,623		4,308		5,026,775

John E. Durburg Chief Executive Officer, Advisory Services		2022		756,250		—		4,064,936		1,072,389		6,000		5,899,575

Daniel G. Queenan Chief Executive Officer, Real Estate Investments		2022		756,250		—		4,064,936		1,077,155		6,000		5,904,341

Michael J. Lafitte Former Global Group President, CBRE Client Care and CEO, Trammell Crow Company		2022		765,000		—		4,064,936		1,160,000		6,000		5,995,936



Corporate Governance			10

Governance Highlights			10

Stock Ownership Requirements			12

Board Structure and Leadership			12

Director Independence			12

Board Meetings and Committees			13

Board Committees			14

Compensation Committee Interlocks and Insider Participation			15

Selected Areas of Board Oversight			16

Information Technology/Cyber Security			18

Environmental and Social Responsibility			19

Stockholder Engagement			21

Communications with our Board			22


Proposal 1: Elect Directors			23

Director Nomination Criteria			23

Director Independence			23

Director Term Limits			23

Director Service on Other Public Company Boards			24

Director Resignation Policy Upon Change of Employment			24

Majority Voting to Elect Directors			24

Director Nomination Process			25

Director Nominee Skills and Experience Matrix			26

Board Diversity			27

Our 2023 Director Nominees			28

Director Compensation			35


Proposal 2: Ratify Appointment of Independent Registered Public Accounting Firm			37

Audit and Other Fees			38

Audit Committee Pre-Approval Process			38

Audit Committee Report			38


Proposal 3: Advisory Vote on Executive Compensation			40



Proposal 4: Advisory Vote on the Frequency of the Vote on Executive Compensation			41


Executive Management			42

Compensation Discussion and Analysis (See separate detailed Table of Contents)			44


Executive Compensation			70


Proposal 5: Consider a Stockholder Proposal Regarding Executive Stock Ownership Retention			88


Stock Ownership			91

Security Ownership of Principal Stockholders			91

Security Ownership of Management and Directors			92

Section 16(a) Beneficial Ownership Reporting Compliance			93


Related-Party Transactions			94


Annual Meeting Information			95

How to Attend the Annual Meeting Q&A			95

Voting Instructions and Information			95

Stockholder Recommendations of Director Candidates			98

Stockholder Proposals and Board Nominees			98

Eliminating Paper and Duplicative Materials			99

Transfer Agent Information			100


Annex A: Reconciliation of Certain Non-GAAP Financial Measures			A-1


CBRE 2023 PROXY STATEMENT		CORPORATE GOVERNANCE — GOVERNANCE HIGHLIGHTS			10



Corporate Governance Materials The following materials, along with other Governance documents, are available on our website, https://ir.cbre.com/governance/governance-documents/default.aspx.
• Standards of Business Conduct • Corporate Governance Guidelines • Policy Regarding Transactions with Interested Parties and Corporate Opportunities • Whistleblower Policy • Equity Award Policy • Anti-Corruption Policy • Charter, By-laws and Board Committee Charters		These materials are also available in print to any person, without charge, by emailing us at investorrelations@cbre.com or by written request to: Investor Relations Department CBRE Group, Inc. 2100 McKinney Avenue, Suite 1250 Dallas, Texas 75201


CBRE 2023 PROXY STATEMENT		CORPORATE GOVERNANCE — STOCK OWNERSHIP REQUIREMENTS			12


CBRE 2023 PROXY STATEMENT		CORPORATE GOVERNANCE — BOARD MEETINGS AND COMMITTEES			13



Director	Board	Audit	Compensation	Governance	Executive

Brandon B. Boze	CHAIR				CHAIR

Beth F. Cobert	●		CHAIR

Reginald H. Gilyard	●		●	●

Shira D. Goodman	●	CHAIR

E.M. Blake Hutcheson	●	●	●

Christopher T. Jenny	●			CHAIR

Gerardo I. Lopez	●		●	●	●

Susan Meaney	●	●		●

Oscar Munoz	●	●		●

Robert E. Sulentic	●				●

Sanjiv Yajnik	●	●	●

Number of Meetings	6	9	3	4	0⁽¹⁾


CBRE 2023 PROXY STATEMENT		CORPORATE GOVERNANCE — SELECTED AREAS OF BOARD OVERSIGHT			16



The Board oversees risk management.	Full Board Our Board regularly reviews information regarding our most significant strategic, operational, financial and compliance risks and is responsible for ensuring that the company has crisis management and business continuity plans in place to deal with potential crises. Our Board maintains direct oversight over our enterprise risk management process rather than delegating this function to a Board or management committee. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee chair reports about such risks. These committee chair reports are presented at every regularly scheduled Board meeting.


Company management is charged with managing risk through rigorous risk mitigation activities and strong internal controls.	Management Our Executive Risk Committee is chaired by our Chief Risk Officer and consists of senior executives representing a cross-section of our lines of business, operational areas and geographic regions. Our Executive Risk Committee is responsible for identifying and assessing our most significant risks. After this identification and assessment process, we assign each of our top risks to an executive-level (typically C-suite) risk owner, who is then charged with developing mitigation action plans which are then presented to the Executive Risk Committee. Multiple times during the year, our Chief Risk Officer provides a detailed presentation on identified significant risks to the Board or a committee of the Board. Certain risks that are determined to be best managed directly by the Board versus management or that are in areas specific to a particular Board committee expertise are monitored and overseen at the Board or committee level as appropriate.


Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out our Board’s risk oversight function.	The Audit Committee oversees management of risks related to our financial reports and record-keeping and potential conflicts of interest. They also oversee our risk assessment and risk management processes more generally including major business, financial, information technology risks (including cybersecurity and data security risks), legal and reputational risk exposures, as well as risks related to crisis management and business continuity. The Audit Committee receives regular reports from our Chief Financial Officer, our Chief Ethics & Compliance Officer, our Head of Internal Audit, our Head of SOX Compliance, our Chief Digital & Technology Officer as well as updates from our General Counsel and Chief Risk Officer on any developments affecting our overall risk profile and on issues of non-compliance and incident management.

	The Compensation Committee is responsible for overseeing the management of risks relating to our compensation plans and arrangements. For additional information regarding the Compensation Committee’s assessment of our compensation-related risks, please see “Compensation Discussion and Analysis—Section 3. How We Make Compensation Decisions—Compensation Risk Assessment.”	The Governance Committee manages risks associated with corporate governance practices, investor engagement, Board independence and the composition of our Board and its committees.


CBRE 2023 PROXY STATEMENT		CORPORATE GOVERNANCE — INFORMATION TECHNOLOGY/CYBER SECURITY			18


GOVERNANCE We operate under an Information Security Management System (“ISMS”) which is clearly defined through specific policies and standards.	• Policies are owned by senior management to ensure that they are well embedded in the business and all subsequent standards align to the wider business strategy. • At least annually, these policies are reviewed to ensure they remain relevant. • Third-party subject matter experts are leveraged across several fields to ensure we maintain an approach that is in line with leading industry recommendations. • Through our ISMS, we meet or exceed ISO and local legislative frameworks.
SECURITY AWARENESS / TRAINING All employees are required to adhere to our Standards of Business Conduct, which identifies an employee’s responsibility for information security.	• We provide annual cyber security training for all employees, as well as additional role-specific information security training. • Security awareness articles are disseminated periodically throughout the year. • We sponsor a “Cyber Security Month” in October each year and conduct regular phishing exercises.
TECHNICAL SAFEGUARDS We deploy measures to protect our cloud environments, network perimeter and internal Information Technology platforms.	Protection measures include: • internal and external firewalls; • network intrusion detection and prevention; • penetration testing; • vulnerability assessments;	• robust SLA-driven patch management processes; • threat intelligence; • anti-malware and access controls; plus • data loss prevention and monitoring.
SUPPLIER RELATIONSHIPS We conduct vendor security reviews for prospective and current third-party suppliers and service providers.	Vender security reviews evaluate numerous key security controls and the outputs of these reviews are used: • as part of business decisions regarding procurement; • to assess their overall security posture relative to a defined set of security criteria; and • vendor risk assessments are used to assess and influence the security posture of our vendors.
INCIDENT RESPONSE PLANS We maintain and update incident response plans that address the life cycle of a cyber incident and routinely evaluate the effectiveness of such plans.	Incident response plans focus on: • technical issues, including detection, response and recovery; • cyber threats, with a focus on external communication and legal compliance; and • breach simulations and penetration testing through internal and external exercises.
CERTIFICATIONS Our security program is audited on an annual basis by an accredited certification body, leading accounting firms and institutional clients.	• We have obtained ISO 27001 and ISO 27701 certifications for our Americas, EMEA and APAC and India IT offices. • We have also certified our platform to SOC1 Type II and SOC2 Type II standards. • We conduct annual SOX testing and compliance of financial systems.
INSURANCE	• We maintain an information security insurance policy to protect our company against computer-related crimes and losses.


CBRE 2023 PROXY STATEMENT		CORPORATE GOVERNANCE — ENVIRONMENTAL AND SOCIAL RESPONSIBILITY			19


CBRE 2023 PROXY STATEMENT		CORPORATE GOVERNANCE — STOCKHOLDER ENGAGEMENT			21



Awards and Recognition In 2022 and in early 2023, our ESG efforts were recognized with the following awards and accolades:

• We were named to the Dow Jones Sustainability World Index in December 2022 for the fourth year in a row and included in the Dow Jones Sustainability Index – North America for the ninth year in a row. Inclusion in these indexes are based on an assessment of a company’s financially material ESG factors. • In 2023, for the 10th consecutive year, we were named as one of the World’s Most Ethical Companies by Ethisphere, a global leader in defining and advancing the standards of ethical business practices. • In 2023, we were listed #4 on Barron’s list of the 100 Most Sustainable Companies in the U.S., we have made the top 100 list for six consecutive years. The 1,000 largest U.S. publicly held companies were considered for this recognition based on various environmental, social and governance performance indicators.		• We were included in the 3BL Media 100 Best Corporate Citizens list in 2022 for the fourth year in a row, which recognizes outstanding environmental, social and governance transparency and performance. • We earned a place in the 2023 Bloomberg Gender-Equality Index (“GEI”) for the fourth straight year. The public companies in the Bloomberg GEI support gender equality through policy development, representation and transparency. • We were named a Best Place to Work for LGBTQ+ Equality according to the Human Rights Campaign. CBRE received a perfect score on the 2022 Corporate Equality Index, a national benchmarking survey and report on corporate policies and practices related to LGBTQ+ workplace equality, for the ninth consecutive year. • We received a 2023 EPA ENERGY STAR^® Partner of the Year – Sustained Excellence Award, marking the 16th consecutive year of ENERGY STAR recognition.



How We Engage • Quarterly earning calls • Investor conferences • Annual Shareholder Meeting • Stockholder Outreach Program				2022 Engagements • As part of stockholder outreach program, we extended invitations to engage to institutional shareholders holding in the aggregate over 60% of our shares to discuss governance matters • We met with shareholders representing more than 45% of shares outstanding


How We Communicate • Annual Report • Proxy Statement • SEC filings • Press releases • Company website • Corporate Responsibility Report				2022 Engagement Topics • Strategy and execution • Board refreshment • Compensation practices • Risk oversight, stockholder rights • Sustainability, human capital • Material weakness remediation


CBRE 2023 PROXY STATEMENT		PROPOSAL 1: ELECT DIRECTORS — DIRECTOR NOMINATION CRITERIA			23


				The Governance Committee regularly reviews the composition of our Board and determines whether the addition of directors with particular experience, skills or characteristics would make our Board more effective. When a need arises to fill a vacancy, or it is determined that a director possessing particular experiences, skills or characteristics would make our Board more effective, the Governance Committee conducts targeted efforts to identify and recruit individuals who have the identified qualifications. As a part of the search process, the Governance Committee: • Will actively seek out women and underrepresented candidates; • May consult with other directors and members of our senior management; and • May also hire a search firm to assist in identifying and evaluating potential candidates.
				All potential candidates are interviewed by our CEO, our Board Chair, our Governance Committee Chair and, to the extent practicable, the other members of the Governance Committee, and may be interviewed by other directors and members of senior management as desired and as schedules permit.
				The General Counsel: • Reviews a director questionnaire submitted by the candidate; and • Conducts a background and reference check as appropriate.
				The Governance Committee narrows down the list of final candidates. The final candidates are interviewed by all remaining directors as schedules permit. The Governance Committee meets to consider the final candidates and makes its recommendation to the Board to nominate or appoint the new director.


CBRE 2023 PROXY STATEMENT		PROPOSAL 1: ELECT DIRECTORS — OUR 2023 DIRECTOR NOMINEES			28


	Brandon B. Boze
	Age: 42 Director Since: December 2012 Independent	Board Committee: • Executive (Chair)

Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation	Qualifications Mr. Boze is the President, a Partner and a member of the Management Committee of ValueAct Capital, a privately owned investment firm that he joined in August 2005. Prior to joining ValueAct Capital, Mr. Boze was an investment banker at Lehman Brothers, focused on power utilities and technology mergers and acquisitions. Mr. Boze brings to our Board experience in finance, strategy, mergers and acquisitions and investment business. He previously served on the board of directors of Trinity Industries, Inc. and Valeant Pharmaceuticals International. Mr. Boze holds a B.E. from Vanderbilt University and is a CFA charterholder. Other Public Company Boards • None.

	Beth F. Cobert
	Age: 64 Director Since: May 2017 Independent	Board Committee: • Compensation (Chair)

Skills & Experience • Cyber Security • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Technology and Innovation	Qualifications Ms. Cobert has served as the Acting President of the Markle Foundation since September 2022 where she leads Markle’s Rework America Alliance, a partnership of civil rights organizations, non-profits, private sector employers, labor unions, educators, and others working to open opportunities for millions of people from low-pay roles to move into good jobs with opportunities for career advancement. She previously served as the Chief Operating Officer of the Markle Foundation from July 2020 to September 2022 and also led Markle’s Skillful initiative as Chief Executive Officer from June 2017 to July 2021. She previously served as the Acting Director of the U.S. Office of Personnel Management from July 2015 to January 2017, and as the Deputy Director for Management of the U.S. Office of Management and Budget from October 2013 to July 2015. From 2001 to October 2013, Ms. Cobert served as a Senior Partner at McKinsey & Company, a global business strategy consulting firm. From 1990 to 2001, Ms. Cobert was a Partner at McKinsey & Company. She joined the firm in 1984 as an Associate and served in various leadership roles at McKinsey & Company. Ms. Cobert brings to our Board over 30 years of experience as a consultant in business strategy, where she worked with corporate, non-profit and government entities on key strategic, operational and organizational issues across a range of sectors, including financial services, health care, legal services, real estate and telecommunications. Our Board also benefits from Ms. Cobert’s government service. Ms. Cobert serves on the Board of Trustees of Princeton University. She previously served as a member of the board of directors and chair of the United Way of the Bay Area and as a member of the Stanford University Graduate School of Business Advisory Council. Ms. Cobert holds a B.A. from Princeton University and an M.B.A. from Stanford University. Other Public Company Boards • None.


	Reginald H. Gilyard
	Age: 59 Director Since: November 2018 Independent	Board Committees: • Compensation • Governance

Skills & Experience • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Technology and Innovation	Qualifications Mr. Gilyard has served as a Senior Advisor to The Boston Consulting Group, Inc. (BCG), a global management consulting firm, since August 2017. Prior to this role, Mr. Gilyard served as the Dean of the Argyros School of Business and Economics at Chapman University from August 2012 to July 2017. Prior to joining Chapman University, Mr. Gilyard served as Partner and Managing Director at BCG, where he led strategy, M&A and business transformation initiatives for large corporations, from 1996 to 2012. Prior to BCG, he served nine years in the U.S. Air Force and three years in the U.S. Air Force Reserves, rising to Major in the Reserves. Mr. Gilyard brings to our Board more than 20 years of experience developing and implementing successful strategies for Fortune 500 companies, educational institutions and large national foundations. He serves on the board of directors of First American Financial Corporation, Orion Office REIT Inc. and Realty Income Corporation. He also serves as a member of the board of directors of Pacific Charter School Development, a real estate development company serving low income families in urban centers across the country. Mr. Gilyard holds a B.S. from the United States Air Force Academy, an M.S. from the United States Air Force Institute of Technology and an M.B.A. from Harvard Business School. Other Public Company Boards • First American Financial Corporation • Orion Office REIT Inc. • Realty Income Corporation

	Shira D. Goodman
	Age: 62 Director Since: May 2019 Independent	Board Committee: • Audit (Chair)

Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Risk Management • Senior Leadership/CEO • Sustainability	Qualifications Ms. Goodman has served as an Advisory Director to Charlesbank Capital Partners, a private equity firm, since January 2019. She previously served as the Chief Executive Officer of Staples, Inc. from September 2016 to January 2018. Ms. Goodman served in roles with increasing responsibility at Staples since joining Staples in 1992, including President and Interim Chief Executive Officer from June 2016 to September 2016, President, North American Operations from January 2016 to June 2016, and President, North American Commercial from February 2014 to June 2016. Prior to that, she served as Executive Vice President of Global Growth from February 2012 to February 2014, Executive Vice President of Human Resources from March 2009 to February 2012, Executive Vice President of Marketing from May 2001 to March 2009, and in various other management positions. Prior to Staples, Ms. Goodman worked at Bain & Company from 1986 to 1992, in project design, client relationships and case team management. Ms. Goodman brings to our Board more than 25 years of experience in business operations, marketing, sales force management, human resources, business growth and distribution logistics. She serves on the board of directors of CarMax, Inc. and previously served on the board of directors of Henry Schein, Inc., Staples, Inc. and The Stride Rite Corporation. Ms. Goodman holds a B.A. from Princeton University, an M.S. in Management from the Massachusetts Institute of Technology and a J.D. from Harvard University. Other Public Company Boards • CarMax, Inc.



	E.M. Blake Hutcheson
	Age: 61 Director Since: September 2022 Independent	Board Committees: • Audit • Compensation

Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability	Qualifications Mr. Hutcheson has served as the President and CEO of OMERS, one of Canada’s largest defined-benefit pension plans, since June 2020. He earlier served as President and Chief Pension Officer of OMERS from April 2018 to May 2020 and President and CEO of Oxford Properties Group, a wholly owned subsidiary of OMERS focused on global real estate investments and developments, from January 2010 to June 2018. He also served as Chief Investment Officer, Real Estate and Strategic Investments for OMERS during that period. Prior to OMERS, Mr. Hutcheson was the Head of Global Real Estate with Mount Kellett Capital Management, a global private equity firm. Before that, Mr. Hutcheson spent 14 years with CBRE Canada, serving in roles of increasing responsibility, including as Senior Vice President and Executive Vice President, Chief Operating Officer, and Chair and President. He also served as Chair and President of CBRE’s Latin America operations. Mr. Hutcheson brings to our Board over 30 years of significant commercial real estate operating and investment experience. Mr. Hutcheson serves as a member of the board of directors of Algoma Central Corporation, a TSX-listed owner/operator of transport vehicles. He holds a B.A. from the University of Western Ontario, a M.S in Real Estate Development from Columbia University (Distinguished Alumnae Award) and a Graduate Diploma (with distinction) in International and Comparative Politics from the London School of Economics. Other Public Company Boards • Algoma Central Corporation




	Christopher T. Jenny
	Age: 67 Director Since: January 2016 Independent	Board Committee: • Governance (Chair)

Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO	Qualifications Mr. Jenny has served as the Chief Executive Officer of Jennus Innovation, a business development incubator/accelerator, since February 2021 and as its Chair since January 2018. He previously served as a Senior Advisor to EY-Parthenon, a global strategy consulting organization, from January 2016 to December 2018 and as a Senior Managing Director from August 2014 to December 2015. He previously served as President and Senior Partner with The Parthenon Group LLC, a Boston-based private management consulting firm, from 1995 to 2014 prior to its merger with Ernst & Young in August 2014. Prior to joining The Parthenon Group LLC in 1995, Mr. Jenny was a Partner at Bain & Company, Inc., a global business strategy consulting firm. Mr. Jenny brings to our Board more than 30 years of experience as a consultant in business strategy, and has worked on issues related to business-unit strategy, profit improvement and mergers and acquisitions. He has experience as a senior operating executive and has managed portfolio companies for two of the nation’s leading private-equity firms. He is a member of the board of directors of Jennus Innovation, The Guardian Life Insurance Company of America, Mobile Virtual Player and PLT4M. He previously served on the board of directors of Mac-Gray Corporation. Mr. Jenny holds a B.A. from Dartmouth College and an M.B.A. from Harvard Business School. Other Public Company Boards • None.


	Gerardo I. Lopez
	Age: 63 Director Since: October 2015 Independent	Board Committees: • Compensation • Executive • Governance

Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation	Qualifications Mr. Lopez served as an Executive-in-Residence at Softbank Investment Advisers, Inc. from October 2021 to October 2022 and previously served as an Operating Partner and Head of its Operating Group from December 2018 to October 2021. Prior to Softbank, he served as an Operating Partner at High Bluff Capital from June 2018 to December 2018. From January 2018 to March 2018, Mr. Lopez served as a Senior Advisor to Extended Stay America, Inc. and its paired-share REIT, ESH Hospitality, Inc. and was its President and Chief Executive Officer from August 2015 to December 2017. Mr. Lopez previously served as President and Chief Executive Officer of AMC Entertainment Holdings, Inc. and its subsidiary, AMC Entertainment Inc., from March 2009 through August 2015. Prior to that, he was Executive Vice President of Starbucks Coffee Company and President of its Global Consumer Products, Seattle’s Best Coffee and Foodservice divisions from September 2004 to March 2009, and President of the Handleman Entertainment Resources division of Handleman Company from November 2001 to September 2004. Mr. Lopez has also held a variety of executive management positions with International Home Foods, Frito Lay, Pepsi-Cola and the Procter & Gamble Company. Mr. Lopez brings to our Board his skills, knowledge and business leadership as a senior executive at hospitality, entertainment and consumer products companies. He has over 35 years of experience in marketing, sales and operations and management in public and private companies and has public company experience across diverse consumer-focused industries. He serves on the board of directors of Newell Brands and Realty Income Corporation, and previously served on the board of directors of Brinker International, Inc., Extended Stay America, Inc., AMC Entertainment Holdings, Inc., Digital Cinema Implementation Partners, National Cinemedia, LLC, Open Road Films, Safeco Insurance, TXU, Inc. and Recreational Equipment, Inc. Mr. Lopez holds a B.A. from George Washington University and an M.B.A. from Harvard Business School. Other Public Company Boards • Newell Brands • Realty Income Corporation


	Susan Meaney
	Age: 63 Director Since: March 2022 Independent	Board Committees: • Audit • Governance

Skills & Experience • Finance and Accounting • Global Business Operations • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO	Qualifications Ms. Meaney has served as a Senior Advisor to KSL Capital Partners, an investor and operator of travel and leisure businesses, since May 2020. She previously served as a Managing Director of Makena Capital Management, an investment management firm, from 2006 to December 2019. She was a member of the firm’s Management Committee, and one of the firm’s founding partners. Ms. Meaney was responsible for managing the firm’s real estate investments as well as overseeing the real assets portfolio. Prior to joining Makena Capital, Ms. Meaney was the Director of Real Estate and Real Assets Investments for the William & Flora Hewlett Foundation from 2002 to 2006. She served as a Managing Director at the Stanford Management Company from 1993 to 2001, where she co-managed the real estate group. Prior to that, she was responsible for the development and management of the Stanford Research Park. Ms. Meaney brings to our Board a real estate investor-operator mindset. She is an accomplished investor with a deep and varied background in real estate and real assets. She is a member of the board of directors of KKR Real Estate Select Trust and serves on the Stanford Bing Overseas Study Program Advisory Council. She is also a member of the board of directors of the Hewlett Foundation and Chair of the Investment Committee, a Trustee of the Urban Land Institute and has recently served on the Dartmouth Investment Committee. She previously served on the Board of Advisors of the Tuck School at Dartmouth. Ms. Meaney holds an A.B. in Economics, with Honors from Stanford University and an M.B.A. from The Tuck School at Dartmouth. Other Public Company Boards • KKR Real Estate Select Trust

	Oscar Munoz
	Age: 64 Director Since: November 2020 Independent	Board Committees: • Audit • Governance

Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation	Qualifications Mr. Munoz has served as a Special Advisor to United Airlines Holdings, Inc. since May 2021. He previously served as its Executive Chair from May 2020 to May 2021, its Chief Executive Officer from September 2015 to May 2020 and President from September 2015 to August 2016. Prior to United, Mr. Munoz served as the President and Chief Operating Officer of CSX Corporation, a railroad and intermodal transportation services company, from February 2015 to September 2015, as Executive Vice President and Chief Operating Officer of CSX from 2012 to 2015, and as Executive Vice President and Chief Financial Officer of CSX from 2003 to 2012. Mr. Munoz brings to our Board his skills, knowledge and business leadership as a senior executive in various financial and strategic capacities at some of the world’s most recognized consumer brands. He has over 30 years of experience in management, finance, accounting and auditing, and has held key executive positions within the telecommunications, beverage and transportation industries. He is a member of the board of directors of Archer Aviation, Inc., Salesforce, Inc. and Univision Holdings, Inc. Mr. Munoz also serves on the board of trustees of Fidelity Investments, the University of Southern California and The Brookings Institution. He previously served on the board of directors of Continental Airlines, Inc., CSX Corporation and United Airlines Holdings, Inc. Mr. Munoz holds a B.S. in business administration from the University of Southern California and an M.B.A. from Pepperdine University. Other Public Company Boards • Archer Aviation, Inc. • Salesforce, Inc.


	Robert E. Sulentic
	Age: 66 Director Since: December 2012	Board Committee: • Executive

Skills & Experience • Cyber Security • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation	Qualifications Mr. Sulentic has been our President and CEO since December 2012. Previously, he served in several senior leadership roles, including Group President with responsibility for Asia Pacific, EMEA and the Development Services business; Chief Financial Officer; and President with responsibility for all business segments. At Trammell Crow Company, which CBRE acquired in December 2006, Mr. Sulentic served as Chief Financial Officer, Chief Executive Officer and Board Chair. This deep and varied background enables Mr. Sulentic to bring significant strategic, financial and operating skills to our Board. Mr. Sulentic previously served on the following public company boards: CBRE Acquisition Holdings, Inc. (Board Chair), which merged with Altus Power, Inc. (NYSE:AMPS); Staples, Inc. (Independent Board Chair) and Trammell Crow Company (Board Chair). Mr. Sulentic holds a B.A. from Iowa State University and an M.B.A. from Harvard Business School. Other Public Company Boards • None.

	Sanjiv Yajnik
	Age: 66 Director Since: November 2017 Independent	Board Committees: • Audit • Compensation

Skills & Experience • Cyber Security • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation	Qualifications Mr. Yajnik has been the President of Capital One Financial Services, a division of Capital One, since June 2009. He also serves on Capital One’s Executive Committee. In addition, Mr. Yajnik oversees Capital One’s community relations throughout Texas, Oklahoma and Louisiana as President of the company’s South-Central Region. Since joining Capital One in 1998, he has held a number of senior leadership positions in Europe, Canada and the United States. Prior to Capital One, he held leadership positions at PepsiCo and Circuit City and was a Chief Engineer for Mobil Oil Corporation’s shipping business. He serves as the Chair of the Collin County Business Alliance, Co-Chair of the Indian American CEO (IACEO) Council and is a member of the executive board of the Dallas Symphony Association. Mr. Yajnik previously served as Chair of the Dallas Symphony Association and Texas Economic Development Corporation. Mr. Yajnik brings to our board his broad business background and his experience in leading the transformation of a large, service-oriented global organization through technology enablement. Mr. Yajnik received an M.B.A. with honors from the University of Western Ontario, Canada, and completed the Executive Management Program at Stanford University. He is a medalist Chartered Engineer (I), and graduated with distinction from the Marine Engineering Research Institute, India. Other Public Company Boards • None.


CBRE 2023 PROXY STATEMENT		PROPOSAL 1: ELECT DIRECTORS — DIRECTOR COMPENSATION			35



BOARD RETAINER		$110,000 in cash, payable upon commencement of director’s annual term.

RESTRICTED STOCK UNIT GRANT		$220,000, granted on the date of the Annual Meeting and vesting on the earlier of the one-year anniversary of grant or the next annual meeting.

ADDITIONAL COMPENSATION FOR COMMITTEE CHAIRS		Payable in cash upon commencement of director’s annual term

Audit Committee Chair Retainer		$30,000

Compensation Committee Chair Retainer		$25,000

Governance Committee Chair Retainer		$20,000