Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 24, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity File Number | 001-38329 | ||
Entity Registrant Name | NEWMARK GROUP, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-4467492 | ||
Entity Address, Address Line One | 125 Park Avenue | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10017 | ||
City Area Code | 212 | ||
Local Phone Number | 372-2000 | ||
Title of 12(b) Security | Class A Common Stock, $0.01 par value | ||
Trading Symbol | NMRK | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 814.4 | ||
Amendment Description | Throughout this document Newmark Group, Inc. is referred to as “Newmark,” and, together with its subsidiaries, as the “Company,” “we,” “us,” or “our.”On February 29, 2024, Newmark filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Original Form 10-K”). Certain Part III information was omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K. General Instruction G(3) to Form 10-K provides that registrants may incorporate by reference certain information from a definitive proxy statement which involves the election of directors if such definitive proxy statement is filed with the Securities and Exchange Commission (the “SEC”) within 120 days after the end of the fiscal year. The Company does not anticipate that its definitive proxy statement involving the election of directors in connection with its 2024 annual meeting of stockholders will be filed by April 29, 2024 (i.e., within 120 days after the end of the Company’s 2023 fiscal year). Accordingly, this Amendment No. 1 (this “Amendment”) hereby amends and restates Part III, Items 10 through 14 of the Original Form 10-K as set forth below. The information included herein as required by Part III, Items 10 through 14 of the Original Form 10-K is more limited than what is required to be included in the definitive proxy statement to be filed in connection with our 2024 annual meeting of stockholders. Accordingly, the definitive proxy statement to be filed at a later date will include additional information related to the topics herein and additional information not required by Part III, Items 10 through 14 of Form 10-K.This Amendment also restates Item 15 of Part IV of the Original Form 10-K. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.No other amendments are being made hereby to the Original Form 10-K. Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-K with the SEC on February 29, 2024, and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K. Terms used but not defined herein have the meanings given to them in the Original Form 10-K. | ||
Amendment Flag | true | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001690680 | ||
Current Fiscal Year End Date | --12-31 | ||
Auditor Name | Ernst & Young, LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | New York, New York | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 154,181,554 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 21,285,533 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | Pay Versus Performance We are required by SEC rules to disclose information regarding the relationship between W ou “non-PEO non-PEO Non-PEO S-K. non-PEO Year Summary Compensation Table Total for PEO(1) Compensation Actually Paid to PEO(1)(5) Average Summary Compensation Table Total for Non-PEO NEOs(2) Average Compensation Actually Paid to Non-PEO NEOs(2)(5) Value of Initial Fixed $ 100 Investment Based On: Net Income (in thousands) Total Revenues(4) Total Shareholder Return Peer Group Total Shareholder Return(3) (a) (b) (c) (d) (e) (f) (g) (h) (i) 2023 $ 20,000,000 $ 20,192,500 $ 16,862,912 $ 21,713,811 $ 85.30 $ 128.18 $ 62,375 $ 2,470,368 2022 $ 20,000,000 $ 20,263,064 $ 3,704,691 $ 3,683,250 $ 60.98 $ 106.86 $ 112,545 $ 2,705,527 2021 $ 35,025,000 $ 35,139,752 $ 5,281,796 $ 5,290,923 $ 141.69 $ 162.59 $ 978,134 $ 2,906,443 2020 $ 4,125,000 $ 4,135,112 $ 3,590,821 $ 3,622,332 $ 55.06 $ 95.11 $ 109,277 $ 1,904,998 (1) The PEO was Mr. Lutnick during all periods presented. The amount reported for Mr. Lutnick for 2021 includes $20,000,000 paid to Mr. Lutnick in 2021 in connection with the one-time after-tax (2) The non-PEO non-PEO (3) The peer group consists of CBRE Group, Inc., Colliers International Group, Inc., Jones Lang LaSalle Incorporated, Savills plc and Cushman & Wakefield plc. The returns of the peer group companies have been weighted according to their U.S. dollar stock market capitalization for purposes of arriving at a peer group average. TSR is calculated as the cumulative total stockholder return, on a gross dividend reinvestment basis, of $100 invested in shares of each of the Company and the peer group invested on December 31, 2019. (4) The Company selected Total Revenues to be the most important financial performance measure that is not otherwise required to be disclosed in the table above used by the Company to link compensation actually paid to its NEOs for the most recently completed fiscal year to its performance. While Total Revenues was chosen for this table, our executive compensation programs use a balanced portfolio of measures to drive short and long-term objectives aligned with our strategy and shareholder interests as further described in our Compensation Discussion and Analysis above. (5) For each year, “Compensation Actually Paid to PEO” in column (c) and “Average Compensation Actually Paid to Non-PEO non-PEO Adjustments to Determine Compensation Actually Paid to PEO 2023 2022 2021 2020 Deduction for change in actuarial present value of accumulated benefit unde r — — — — Increase for aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans reported in the Summary Compensation Table — — — — Deduction for amounts reported under the “Equity Awards” column in the Summary Compensation Table — — $ (5,025,000 ) — Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table — — — — Increase for fair value of stock and option awards granted during year that are outstanding and unvested as of year-end — — — — Increase/deduction for change in fair value as of year-end year-end) year-end — — — — Increase for fair value as of vesting date of stock and option awards granted and vested in the same year — — $ 5,025,000 — Increase/deduction for change in fair value as of vesting date (from prior year-end) year-end — — — — Deduction for fair value as of prior year-end — — — — Increase for dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in total compensation for the year $ 192,500 $ 263,063.78 $ 114,752.04 $ 10,111.72 Total Adjustments $ 192,500 $ 263,063.78 $ 114,752.04 $ 10,111.72 Adjustments to Determine Average Compensation Actually Paid to Non-PEO NEOs 2023 2022 2021 2020 Deduction for change in actuarial present value of accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table — — — — Increase for aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans reported in the Summary Compensation Table — — — — Deduction for amounts reported under the “Equity Awards” column in the Summary Compensation Table $ (13,333,333 ) $ (1,883,333 ) — — Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table — — — — Increase for fair value of stock and option awards granted during year that are outstanding and unvested as of year-end $ 16,778,558 $ 1,860,833 — — Increase/deduction for change in fair value as of year-end year-end) year-end $ 733,258 — — — Increase for fair value as of vesting date of stock and option awards granted and vested in the same year $ 645,924 — — — Increase/deduction for change in fair value as of vesting date (from prior year-end) year-end $ (7,336 ) — — — Deduction for fair value as of prior year-end — — — — Increase for dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in total compensation for the year $ 33,829 $ 1,059 $ 9,127 $ 31,511 Total Adjustments $ 4,850,899 $ (21,441 ) $ 9,127 $ 31,511 | |||
Company Selected Measure Name | Total Revenues | |||
Named Executive Officers, Footnote | The non-PEO | |||
Peer Group Issuers, Footnote | The peer group consists of CBRE Group, Inc., Colliers International Group, Inc., Jones Lang LaSalle Incorporated, Savills plc and Cushman & Wakefield plc. The returns of the peer group companies have been weighted according to their U.S. dollar stock market capitalization for purposes of arriving at a peer group average. TSR is calculated as the cumulative total stockholder return, on a gross dividend reinvestment basis, of $100 invested in shares of each of the Company and the peer group invested on December 31, 2019. | |||
PEO Total Compensation Amount | $ 20,000,000 | $ 20,000,000 | $ 35,025,000 | $ 4,125,000 |
PEO Actually Paid Compensation Amount | $ 20,192,500 | 20,263,064 | 35,139,752 | 4,135,112 |
Adjustment To PEO Compensation, Footnote | Adjustments to Determine Compensation Actually Paid to PEO 2023 2022 2021 2020 Deduction for change in actuarial present value of accumulated benefit unde r — — — — Increase for aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans reported in the Summary Compensation Table — — — — Deduction for amounts reported under the “Equity Awards” column in the Summary Compensation Table — — $ (5,025,000 ) — Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table — — — — Increase for fair value of stock and option awards granted during year that are outstanding and unvested as of year-end — — — — Increase/deduction for change in fair value as of year-end year-end) year-end — — — — Increase for fair value as of vesting date of stock and option awards granted and vested in the same year — — $ 5,025,000 — Increase/deduction for change in fair value as of vesting date (from prior year-end) year-end — — — — Deduction for fair value as of prior year-end — — — — Increase for dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in total compensation for the year $ 192,500 $ 263,063.78 $ 114,752.04 $ 10,111.72 Total Adjustments $ 192,500 $ 263,063.78 $ 114,752.04 $ 10,111.72 | |||
Non-PEO NEO Average Total Compensation Amount | $ 16,862,912 | 3,704,691 | 5,281,796 | 3,590,821 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 21,713,811 | 3,683,250 | 5,290,923 | 3,622,332 |
Adjustment to Non-PEO NEO Compensation Footnote | Adjustments to Determine Average Compensation Actually Paid to Non-PEO NEOs 2023 2022 2021 2020 Deduction for change in actuarial present value of accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table — — — — Increase for aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans reported in the Summary Compensation Table — — — — Deduction for amounts reported under the “Equity Awards” column in the Summary Compensation Table $ (13,333,333 ) $ (1,883,333 ) — — Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table — — — — Increase for fair value of stock and option awards granted during year that are outstanding and unvested as of year-end $ 16,778,558 $ 1,860,833 — — Increase/deduction for change in fair value as of year-end year-end) year-end $ 733,258 — — — Increase for fair value as of vesting date of stock and option awards granted and vested in the same year $ 645,924 — — — Increase/deduction for change in fair value as of vesting date (from prior year-end) year-end $ (7,336 ) — — — Deduction for fair value as of prior year-end — — — — Increase for dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in total compensation for the year $ 33,829 $ 1,059 $ 9,127 $ 31,511 Total Adjustments $ 4,850,899 $ (21,441 ) $ 9,127 $ 31,511 | |||
Compensation Actually Paid vs. Total Shareholder Return | TSR. non-PEO Note: “Compensation actually paid to PEO” in the table above includes $20,000,000 paid to Mr. Lutnick in 2021, $10,000,000 paid to Mr. Lutnick in 2022 and $10,000,000 paid to Mr. Lutnick in 2023 in connection with the Award. “Average compensation actually paid to Non-PEO” | |||
Compensation Actually Paid vs. Net Income | Net Income non-PEO Note: “Compensation actually paid to PEO” in the table above includes $20,000,000 paid to Mr. Lutnick in 2021, $10,000,000 paid to Mr. Lutnick in 2022 and $10,000,000 paid to Mr. Lutnick in 2023 in connection with the Award. “Average compensation actually paid to Non-PEO” | |||
Compensation Actually Paid vs. Company Selected Measure | Company Selected Measure (CSM). non-PEO Note: “Compensation actually paid to PEO” in the table above includes $20,000,000 paid to Mr. Lutnick in 2021, $10,000,000 paid to Mr. Lutnick in 2022 and $10,000,000 paid to Mr. Lutnick in 2023 in connection with the Award. “Average compensation actually paid to Non-PEO” | |||
Total Shareholder Return Vs Peer Group | ||||
Tabular List, Table | Performance Measures Tabular List The table below lists our most important performance measures, including the Company Selected Measure, used to link com Performance Measures Total Revenues Pre-tax Origination and Mortgage Broker Market Share Catalyst Transactions and Hires, Acquisitions, and Strategy Development Fees from Management Services, Servicing, and Other Retentive Compensation Considerations Significant Client Transaction Volumes | |||
Total Shareholder Return Amount | $ 85.3 | 60.98 | 141.69 | 55.06 |
Peer Group Total Shareholder Return Amount | 128.18 | 106.86 | 162.59 | 95.11 |
Net Income (Loss) | $ 62,375,000 | $ 112,545,000 | $ 978,134,000 | $ 109,277,000 |
Company Selected Measure Amount | 2,470,368 | 2,705,527 | 2,906,443 | 1,904,998 |
PEO Name | Mr. Lutnick | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Total Revenues | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Pre-tax Adjusted Earnings | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | Origination and Mortgage Broker Market Share | |||
Measure:: 4 | ||||
Pay vs Performance Disclosure | ||||
Name | Catalyst Transactions and Hires, Acquisitions, and Strategy Development | |||
Measure:: 5 | ||||
Pay vs Performance Disclosure | ||||
Name | Fees from Management Services, Servicing, and Other | |||
Measure:: 6 | ||||
Pay vs Performance Disclosure | ||||
Name | Retentive Compensation Considerations | |||
Measure:: 7 | ||||
Pay vs Performance Disclosure | ||||
Name | Significant Client Transaction Volumes | |||
PEO | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 192,500 | $ 263,063.78 | $ 114,752.04 | $ 10,111.72 |
PEO | Change In Actuarial Present Value Of Accumulated Benefit Under All Defined Benefit And Actuarial Pension Plans [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Aggregate Of Service Cost And Prior Service Cost For All Defined Benefit And Actuarial Pension Plans [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Change In Amounts Reported Under The Stock Awards Column [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | (5,025,000) | 0 |
PEO | Change In Amounts Reported Under The Option Awards Column [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Fair Value Of Stock And Option Awards Granted During Year That Are Outstanding And Unvested As Of Year-End [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Change In Fair Value As Of Year-End (From Prior Year-End) Of Stock And Option Awards Granted In Any Prior Year That Were Outstanding And Unvested As Of Year-End [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Fair Value As Of Vesting Date Of Stock And Option Awards Granted And Vested In The Same Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 5,025,000 | 0 |
PEO | Change In Fair Value As Of Vesting Date (From Prior YearEnd) Of Stock And Option Awards Granted In Any Prior Year For Which All Vesting Conditions Were Satisfied During Year Or At YearEnd [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Fair Value As Of Prior Year-End Of Stock And Option Awards Granted In Any Prior Year That Were Forfeited During Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Dividends Or Other Earnings Paid On Stock Or Option Awards In The Year Prior To The Vesting Date [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 192,500 | 263,063.78 | 114,752.04 | 10,111.72 |
PEO | Mr. Lutnick [Member] | ||||
Pay vs Performance Disclosure | ||||
One Time Award | 20,000,000 | |||
Tranche of the Award | 10,000,000 | 10,000,000 | ||
Non-PEO NEO | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 4,850,899 | (21,441) | 9,127 | 31,511 |
Non-PEO NEO | Change In Actuarial Present Value Of Accumulated Benefit Under All Defined Benefit And Actuarial Pension Plans [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Aggregate Of Service Cost And Prior Service Cost For All Defined Benefit And Actuarial Pension Plans [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Change In Amounts Reported Under The Stock Awards Column [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (13,333,333) | (1,883,333) | 0 | 0 |
Non-PEO NEO | Change In Amounts Reported Under The Option Awards Column [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Fair Value Of Stock And Option Awards Granted During Year That Are Outstanding And Unvested As Of Year-End [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 16,778,558 | 1,860,833 | 0 | 0 |
Non-PEO NEO | Change In Fair Value As Of Year-End (From Prior Year-End) Of Stock And Option Awards Granted In Any Prior Year That Were Outstanding And Unvested As Of Year-End [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 733,258 | 0 | 0 | 0 |
Non-PEO NEO | Fair Value As Of Vesting Date Of Stock And Option Awards Granted And Vested In The Same Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 645,924 | 0 | 0 | 0 |
Non-PEO NEO | Change In Fair Value As Of Vesting Date (From Prior YearEnd) Of Stock And Option Awards Granted In Any Prior Year For Which All Vesting Conditions Were Satisfied During Year Or At YearEnd [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (7,336) | 0 | 0 | 0 |
Non-PEO NEO | Fair Value As Of Prior Year-End Of Stock And Option Awards Granted In Any Prior Year That Were Forfeited During Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
Non-PEO NEO | Dividends Or Other Earnings Paid On Stock Or Option Awards In The Year Prior To The Vesting Date [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 33,829 | 1,059 | $ 9,127 | $ 31,511 |
Non-PEO NEO | Mr. Rispoli [Member] | ||||
Pay vs Performance Disclosure | ||||
Aggregate Grant Date Fair Value Award | $ 5,650,000 | |||
Non-PEO NEO | Mr. Gosin [Member] | ||||
Pay vs Performance Disclosure | ||||
Aggregate Grant Date Fair Value Award | $ 40,000,000 |