People

Colliers is run by the person who founded it. Jay S. Hennick has been a director since 1988, is both Chair of the Board and Global Chairman and Chief Executive Officer, and holds every Multiple Voting Share through a private company he controls [1]. His services are not supplied under an employment contract but under a management services agreement with Jayset Management CIG Inc., a corporation he controls. The dual-class structure that carries his votes has a termination date written into it, and a cash incentive plan running to January 1, 2029 sits on top of it.

This page sets out how control, the board, the operating roster and the pay formulas stand today, with the dates attached. The multi-year record of what management said and then did belongs to History; the operating model those people run belongs to Business.

Votes and economics

Two classes of common shares are outstanding. Subordinate Voting Shares carry one vote; Multiple Voting Shares carry twenty [2]. As of March 26, 2026 there were 49,778,127 Subordinate Voting Shares and 1,325,694 Multiple Voting Shares issued and outstanding, and all of the Multiple Voting Shares were held directly or indirectly by Mr. Hennick and Henset Capital Inc. [3].

Share counts as of March 26, 2026; votes derived from the one-vote and twenty-vote entitlements in the capital stock note. [4]

The company states the same split directly: as of March 26, 2026 the Subordinate Voting Shares represented approximately 97.41% of total issued and outstanding shares and approximately 65.25% of the voting power [5]. Two years earlier the same disclosure read 97.21% of shares and 63.56% of the voting power as of February 16, 2024 [6]. The drift comes from share issuance, not from any change in the class: the Multiple Voting Share count has been unchanged at 1,325,694 since at least December 31, 2020, while Subordinate Voting Shares went from 38,863,742 at the end of 2020 to 49,778,127 at the end of 2025 [7].

The company's governance extract records the personal holding as 10.7% of Common Shares [8]. The principal-holders table in the 2026 management information circular, which is the extract's stated source but is not itself among this report's linked source files, puts it differently: 10.7% is Mr. Hennick's share of the Subordinate Voting Share class alone. On that table he holds 5,322,987 Subordinate Voting Shares plus all 1,325,694 Multiple Voting Shares — 13.0% of total Common Shares and 41.7% of total votes. The arithmetic checks against the class counts above, so the governance extract's label appears to be the looser of the two.

Before the February 2024 equity issue, the same disclosure put Mr. Hennick and the Multiple Voting Shareholder at approximately 43.62% of the voting power [9]. That issue sold 2,479,500 Subordinate Voting Shares for gross proceeds of $300,019 thousand on February 28, 2024 [10].

The clock on the dual-class structure

The two-class structure is not open-ended. Under the New Trust Agreement entered into on April 16, 2021, the Multiple Voting Shares convert into Subordinate Voting Shares one for one, for no consideration or premium, on the earliest of three events [11].

Conversion triggers as set out in the New Trust Agreement summary. [12]

The fixed date was set in 2021, when shareholders settled the original management services agreement and its long-term incentive arrangement. That transaction, approved by 95% of disinterested shareholders on April 16, 2021, paid Mr. Hennick's entity $96,200 thousand in cash and issued 3,572,858 Subordinate Voting Shares at $106.40 per share, and it established an orderly timeline for the elimination of the dual class voting structure by no later than September 1, 2028 [13]. On the circular's count Mr. Hennick holds 6,648,681 shares against the 4,000,000 floor, leaving 2,648,681 shares of headroom before the first trigger would fire.

Until conversion, holders of the subordinate class have two contractual protections. A take-over bid for the Multiple Voting Shares makes each Subordinate Voting Share convertible into a Multiple Voting Share unless an identical concurrent offer is made, and the Trust Agreement blocks a sale of Multiple Voting Shares under a bid at more than 115% of the then current market price of the Subordinate Voting Shares without a matching offer [14]. The Trust Agreement itself cannot be amended or waived without two-thirds of the votes cast by Subordinate Voting Share holders, including a simple majority excluding anyone who owns, is affiliated with an owner of, or has agreed to buy Multiple Voting Shares [15].

The board

Ten directors were elected at the annual and special meeting held March 31, 2026 [16]. Eight are designated independent; the two who are not are Mr. Hennick, as a member of management, and Katherine M. Lee, because a family member is an employee of the company's external auditing firm — a status the board describes as expected to be temporary [17]. Ms. Lee chairs the Compensation Committee.

Board roster, ages and committee seats as at March 31, 2026, ordered by length of service. [18]

There is no separation of the chair and chief executive roles. The board instead designates an independent Lead Director, John (Jack) P. Curtin, Jr., and requires one whenever the chair is not independent [19]. The Audit and Risk Committee is fully independent, Mr. Sutherland is the designated audit committee financial expert, and Mr. Sullivan joined it on December 2, 2025 in place of Mr. Waitzer [20]. Nine of the ten directors are stated to be free from any relationships with Mr. Hennick [21].

Years computed from the first-elected year in the governance extract, whose tenure range runs from 1988 to December 2024. [22]

Three of ten directors are women, eight are based in Canada and two in the United States [23]. The retirement policy is a review rather than a cap: the board reviews each director's continued service on reaching age 75 and on each anniversary thereafter, with a written resignation tendered for the Governance Committee's consideration [24]. Mr. Curtin is 75, Mr. Sutherland 74 and Mr. Waitzer 72.

Director pay comes from the 2026 circular rather than from a linked filing. Each non-management director received a US$100,000 annual retainer in 2025, with US$50,000 more for the Lead Director, US$30,000 for the Audit and Risk chair and US$15,000 for each other committee chair, plus a US$200,000 deferred share unit grant. Aggregate cash fees were US$1.01 million, and five of the nine took deferred share units in lieu of 100% of their cash retainer. Under a deferred share unit plan approved in September 2024, directors no longer receive option grants; each director must hold shares and units worth at least US$500,000, and all currently comply. Directors still hold legacy options — most hold three tranches of 11,250 at strikes of $93.18, $106.98 and $138.12.

Operators

The executive roster changed in four places across fifteen months, and two of the changes doubled up existing officers rather than adding new ones.

Dated leadership changes, oldest first, drawn from the incentive-plan note, the company news record and the Q1 2026 call. [25] [26] [27]

On the May 5, 2026 call Mr. Hennick described the change as strengthening the leadership team to capture growth in engineering, appointing Mr. Mulamoottil as chief executive there and Mr. Mayer as chief executive of the commercial real estate business [28]. By the July 30, 2026 call Mr. Mayer was introduced as Chief Financial Officer and Chief Executive of Colliers Commercial Real Estate [29]. One officer therefore carries the group finance function and the largest operating segment at the same time. Mr. Mayer has been chief financial officer across the whole transcript record in this corpus, back to the third-quarter 2021 call.

Succession depth below the chief executive is not disclosed in any linked filing. The circular describes an annual leadership review at each regional operation and for the executive leadership, with a successor list refreshed and reviewed by the board annually, but names no successor and sets no timetable.

The company presents partial ownership by operators as the mechanism that holds leaders in place. Its standard description is that the partnership philosophy empowers exceptional leaders, preserves the entrepreneurial culture and ensures meaningful inside ownership [30]. On the Ayesa completion Mr. Hennick put a number to it: more than 700 of the company's operators are partners in the engineering business [31]. The balance-sheet counterpart of those partnerships appears further down this page.

What the named officers were paid

Named executive officer compensation for fiscal 2025, in US dollars, highest total first. [32]

Two features stand out from the table itself. The chief executive received no stock or option awards at all; his $5.35 million total is salary plus an annual bonus more than twice his salary. And the highest-paid officer in fiscal 2025 was Zachary Michaud, at $11.18 million, of which $9.93 million was a stock award granted in the year he moved from Co-Chief Investment Officer of Colliers to Managing Partner and Global Chief Financial Officer of Harrison Street Asset Management [33]. No chief-executive-to-median-employee pay ratio is published; as a Canadian issuer filing under Form 51-102F6 and an SEC foreign private issuer, Colliers is outside the rule that would require one [34].

The annual bonus formula behind those numbers is in the circular, not in a linked filing. Bonus equals base salary multiplied by the percentage growth rate in adjusted earnings per share over the preceding year, multiplied by an individual multiplier; the growth input is capped at 31.25% and a floor of 35% of base salary is available at the committee's discretion. For 2025 the multiplier ranges and selections were: Mr. Hennick 13.2 to 22.8, target 15.6, awarded 15.0; Mr. Mayer and Mr. McLernon 7.8 to 12.6, target 9.0, awarded 9.0; Mr. Mulamoottil 6.6 to 11.4, target 7.8, awarded 11.4; Mr. Michaud 6.6 to 11.4, target 7.8, awarded 7.8 and prorated to October 1, 2025. No discretionary bonuses were paid in 2023, 2024 or 2025. Under the management services agreement any annual increase in the chief executive's base salary is, absent Jayset's consent, not less than 5%; for 2025 Mr. Hennick waived an increase, while the other officers received 3% to 10%.

The chief executive incentive

Mr. Hennick is not eligible for the stock option plan. On October 1, 2024 the management services agreement was extended to January 1, 2029 and a performance-based long-term incentive plan was created, granting him 428,174 cash-settled performance stock units subject to performance vesting conditions during the period ending January 1, 2029. If earned, the company owes a one-time cash payment equal to the vested units multiplied by the twenty-day volume-weighted average trading price of the Subordinate Voting Shares. The units cannot be share settled and give him no shareholder rights [35].

Unit counts and vested status are from the fiscal 2025 statements; the market-capitalization thresholds come from the 2026 circular, which is not among this report's linked source files. Gap measured against a market capitalization of 6.51B at 2026-09-28. [36]

Three things about the ladder are worth stating precisely. The measure is absolute market capitalization on a thirty-trading-day average, defined to include Subordinate Voting Shares issuable on in-the-money vested convertibles — not per-share value, so shares issued to fund acquisitions count toward the target. The first tier, satisfied as at December 31, 2024, stays satisfied: as at December 31, 2025 the performance vesting criteria related to 107,043 units had been met, and no further tier had been [37]. And the market capitalization of 6.51B at 2026-09-28 sits below the first threshold, 20.6% off the three-year high, with the remaining three tiers between 42% and 89% above the current level.

The accounting reflects the same position. Expense related to the units was $12,813 thousand in 2025 against $13,438 thousand in 2024; estimated fair value at December 31, 2025 was $41,039 thousand with $14,788 thousand unrecognized; $26,251 thousand sits in Other liabilities [38]. The fair value is a Monte Carlo estimate using a 3.5% risk free rate, a 5.0% discount rate, 27.5% volatility and a 3.00-year remaining life [39].

Termination outcomes are set out in the circular. A discontinuance of Jayset's services costs 300% of the three-year average of base fee and annual bonus, put at US$10.4 million had it occurred on December 31, 2025. Vested units worth US$15.7 million would settle on a change of control or a not-for-cause termination; on a for-cause termination they may be forfeited entirely depending on the grounds. If Jayset terminates voluntarily, unvested units are forfeited and the 107,043 vested units still settle on the January 1, 2029 timeline. Mr. McLernon's without-cause entitlement was put at US$2.9 million on the same date. Mr. Michaud received no severance or termination payment on his October 1, 2025 transition.

Options, strikes and dilution

Everyone other than the chief executive is paid long-term in options. Options are granted at the market price on the day immediately prior to grant, vest over four years and expire five years from grant; all shares issued are new shares [40].

Option counts and weighted average exercise prices from the stock-based compensation note; spread measured against the 127.49 close on 2026-09-28. [41]

The ladder has been climbing toward the share price rather than away from it. Grants went out at $151.34 in 2024 and $142.85 in 2025; exercises came off at $77.50 and $90.27 respectively; the weighted average strike rose from $101.73 to $125.11 over two years while the share price fell back to $127.49. The disclosed exercise price range at December 31, 2025 was $91.84 to $151.62, so part of the book is already above the current price. Of the 3,420,780 options outstanding, 1,493,294 were exercisable at a weighted average $115.68, and 348,825 remained available for future grant [42]. Stock-based compensation expense on these awards was $35,347 thousand in 2025 against $32,603 thousand in 2024, with $54,134 thousand unrecognized.

The realized side is disclosed for the year: 493,145 options were exercised in 2025 for $44,518 thousand of cash received and $25,769 thousand of intrinsic value [43]. The circular attributes 142,000 of those exercises to three named officers: Mr. Mayer 54,000 options for US$2.76 million of notional gain, Mr. Mulamoottil and Mr. Michaud 44,000 each for US$1.77 million apiece. No open-market sales by officers or directors are disclosed in any source read for this page, and the trading policy prohibits short sales, exchange-traded derivatives, hedging or monetization transactions, and resale within three months of an open-market purchase.

Diluted share count rose from 43.92M in FY2022 to 51.08M in FY2025, a 1.8% increase in FY2025 alone. The FY2025 reconciliation shows 50,784,136 basic and 51,083,417 diluted shares. [44]

Three further claims on the share count sit outside the option plan. The company entered subsidiary stock-based compensation plans on October 1, 2025, granting awards in the Investment Management segment that vest on three to five years of service and settle in stock of the subsidiary; because that stock is redeemable by the holder the awards are liability-classified, valued on a fixed multiple of subsidiary earnings with a 25% discount for forfeiture risk and redemption limits, and they cost $7,460 thousand in 2025 with $36,534 thousand unrecognized [45]. The redeemable non-controlling interests carry a put and call at a formula price: the redemption amount at December 31, 2025 was $1,068,617 thousand, and if all put or call options were settled in Subordinate Voting Shares approximately 7,300,000 shares would be issued — about 14% of the current count [46]. Working the other way, on May 13, 2026 the company obtained approval to repurchase up to 4.3 million Subordinate Voting Shares, roughly 10% of the public float, through May 14, 2027 [47].

The circular adds the plan-level overhang: 3,420,780 options outstanding equal 6.7% of common shares, 338,825 remain available, and shareholders were asked at the March 31, 2026 meeting to add 1,500,000 more, which would take outstanding plus reserved to 10.3%. Annual burn rate was 1.3% in 2025, 1.4% in 2024 and 1.8% in 2023.

Related-party facts

Related-party items, in thousands of US dollars where amounts are stated, from the 2021 and 2025 statements and the February 2024 prospectus supplement. [48] [49] [50]

The loan balance is the line that moved most. Loans receivable from non-controlling shareholders stood at $18,769 thousand at December 31, 2025 against $2,106 thousand a year earlier, a roughly nine-fold increase, described as amounts assumed in acquisitions and amounts issued to non-controlling interests to finance sales of subsidiary stakes to senior managers [51]. In the same year the company paid $78,156 thousand to buy interests back from redeemable non-controlling interests and sold $30,674 thousand of interests to them, while the mezzanine balance rose to $1,285,046 thousand [52]. The Ayesa acquisition completed on May 27, 2026 on the same template, with the acquired leadership retaining significant equity [53].

Docket

The statements disclose no material proceeding against the company or its officers. Litigation pending or threatened is described as routine claims incidental to the business, including disputes with former employees and commercial liability claims related to services provided, with resolution not expected to have a material impact [54]. Separately, the lending business shares up to one-third of losses on Fannie Mae DUS loans with an aggregate unpaid principal balance of approximately $7,196,000 thousand at December 31, 2025, against a loss reserve of $12,655 thousand [55].

The circular's cease-trade, bankruptcy, penalties and sanctions disclosure reports one item across all ten nominees, and it is a corporate insolvency rather than a finding against any individual: Benjamin Stein served as a director of GTT Communications, Inc. from May 2019 until December 2021; GTT commenced Chapter 11 proceedings in the United States in October 2021, completed in December 2022. No order, penalty or sanction is disclosed against any director or officer.

Shareholder votes on these arrangements

Support at the April 1, 2025 meeting, as reported in the 2026 circular, fell on the compensation questions and on three directors. The advisory resolution on executive compensation passed with 61.43% support, against 92.17% the year before. Ms. Lee, who chairs the Compensation Committee, was elected with 73.29% against 95.33% a year earlier; Ms. Gavan with 78.00% against 92.63%; Mr. Stein with 80.48% against 96.94%. The three Compensation Committee members drew the three lowest votes on the board. The 2024 amendment to the stock option plan passed with 73.25%. Results of the March 31, 2026 meeting, which included a further option plan amendment and a say-on-pay resolution, are not in any source read for this page.

What the record does not settle

Three questions sit open on the evidence assembled here, and this page does not attempt to answer them.

The chief executive incentive is measured on absolute market capitalization, which rises when shares are issued for acquisitions, rather than on value per share. Whether the three unvested tiers can be reached on the current share count, or require issuance, is a matter for the capital-allocation record in History.

The chief financial officer now also runs the largest operating segment, and the chief investment officer moved to engineering, with no disclosed successor slate. What that means for the finance function and for segment reporting is a question for Business.

Loans to non-controlling shareholders rose from $2.1 million to $18.8 million in a year while $78.2 million was paid to buy minority interests back, and approximately 7,300,000 shares would be issued if all outstanding puts and calls settled in stock. The partnership model that produces those balances is described qualitatively; its cash and share cost over time is not.