What is the main purpose of the Second Amended and Restated Change in Control and Severance Plan?

The primary purpose is to amend and restate the existing severance plan for senior management. The key changes involve reducing the severance multiples for cash payouts and modifying the acceleration of equity awards upon certain termination events, particularly when these events occur outside of a 'Change in Control Protection Period'. These adjustments aim to reduce potential executive severance costs and align them more closely with current compensation practices and shareholder expectations.

How does the new plan affect cash severance for senior executives?

The new plan generally reduces the cash severance multiples. For example, the Chief Executive Officer (Tier I Participant) will see their multiplier reduced from 2.0 to 1.5 times base salary and target bonus outside the Change in Control Protection Period. Similarly, other executive officers (Tier II Participants) will see their multiplier reduced from 1.5 to 1.25, and Tier III Participants from 1.0 to 0.75.

What changes have been made to the treatment of equity awards upon termination?

The plan reduces the accelerated vesting periods for time-based equity awards. The "Equity Multiple," which determines the additional months of vesting granted, is decreased for all tiers. For instance, the CEO's equity acceleration is reduced from 24 months to 18 months. Performance-based awards also have pro-ration adjusted based on this modified Equity Multiple. Additionally, accelerated time-based RSUs will now be settled immediately, a change from the previous plan's delayed settlement, though this immediate settlement does not apply to those who were already retirement-eligible before March 20, 2026.

Has the definition of 'Good Reason' changed, and how does this impact executives?

Yes, the definition of 'Good Reason' has been modified. Specifically, a trigger related to a 'material adverse change' outside the Change in Control Protection Period has been removed. Furthermore, a reduction in an executive's annual equity grant will only qualify as 'Good Reason' if it exceeds a 15% decrease compared to the prior year's grant, making it harder for executives to resign for "Good Reason" and trigger severance benefits based on equity reductions.

CBRE 8-K: Leadership Changes

01—Abstract

Summary

Summary of the 8-K filed March 23, 2026. Cited figures are marked; the original filing is the authoritative source.

CBRE GROUP, INC. (CBRE) has filed an 8-K detailing amendments to its Second Amended and Restated Change in Control and Severance Plan for Senior Management, effective March 20, 2026.

The primary focus of these amendments is to reduce the severance multiples for cash payouts and accelerate the vesting of equity awards upon a "Qualifying Termination," particularly when such termination occurs outside of a "Change in Control Protection Period." These changes generally decrease the potential financial benefit for senior management in the event of termination under specified circumstances, reflecting a shift towards more conservative executive compensation and severance arrangements. The plan also introduces more stringent criteria for defining "Good Reason" and modifies restrictive covenants. Key adjustments include lower cash severance multipliers (e.g., the CEO's multiplier drops from 2.0x^a to 1.5x outside the protection period), reduced equity vesting acceleration (e.g., CEO's equity acceleration reduced from 24 months to 18 months), and a cap on pro-rated annual bonuses at 100% of the target.

The definition of "Good Reason" has been tightened, requiring a more significant reduction (over 15%^b) in annual equity grants to trigger eligibility. These changes are designed to align executive compensation with shareholder interests by moderating potential payouts and extending restrictive covenant periods in certain scenarios. Investors should note that while severance benefits are reduced, the amendments also introduce immediate settlement for accelerated RSUs and modified performance award proration, with certain grandfathering provisions for existing awards.

02—Key points

Key Highlights

CBRE's board has adopted a Second Amended and Restated Change in Control and Severance Plan for Senior Management, effective March 20, 2026.
Reduced cash severance multipliers for all participant tiers (Tier I, II, III) when termination occurs outside the Change in Control Protection Period.
Decreased partial accelerated vesting periods for time-based equity awards, with reduced "Equity Multiples" across all tiers.
Annual bonuses upon Qualifying Termination are now capped at 100% of the target bonus and pro-rated based on days of service.
Definition of "Good Reason" has been modified, requiring a reduction of over 15% in annual equity grants (compared to prior year) to trigger eligibility.
Restrictive covenant periods (non-compete) have been adjusted to align with reduced severance and equity multiples, with a new non-competition covenant added.
Immediate settlement for accelerated time-based RSUs is provided, with an exception for participants who became retirement eligible before March 20, 2026.

03—Questions

Frequently Asked Questions

What is the main purpose of the Second Amended and Restated Change in Control and Severance Plan?
The primary purpose is to amend and restate the existing severance plan for senior management. The key changes involve reducing the severance multiples for cash payouts and modifying the acceleration of equity awards upon certain termination events, particularly when these events occur outside of a 'Change in Control Protection Period'. These adjustments aim to reduce potential executive severance costs and align them more closely with current compensation practices and shareholder expectations.
How does the new plan affect cash severance for senior executives?
The new plan generally reduces the cash severance multiples. For example, the Chief Executive Officer (Tier I Participant) will see their multiplier reduced from 2.0 to 1.5 times base salary and target bonus outside the Change in Control Protection Period. Similarly, other executive officers (Tier II Participants) will see their multiplier reduced from 1.5 to 1.25, and Tier III Participants from 1.0 to 0.75.
What changes have been made to the treatment of equity awards upon termination?
The plan reduces the accelerated vesting periods for time-based equity awards. The "Equity Multiple," which determines the additional months of vesting granted, is decreased for all tiers. For instance, the CEO's equity acceleration is reduced from 24 months to 18 months. Performance-based awards also have pro-ration adjusted based on this modified Equity Multiple. Additionally, accelerated time-based RSUs will now be settled immediately, a change from the previous plan's delayed settlement, though this immediate settlement does not apply to those who were already retirement-eligible before March 20, 2026.
Has the definition of 'Good Reason' changed, and how does this impact executives?
Yes, the definition of 'Good Reason' has been modified. Specifically, a trigger related to a 'material adverse change' outside the Change in Control Protection Period has been removed. Furthermore, a reduction in an executive's annual equity grant will only qualify as 'Good Reason' if it exceeds a 15% decrease compared to the prior year's grant, making it harder for executives to resign for "Good Reason" and trigger severance benefits based on equity reductions.

04—Continue

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