What Are Growth Shares™?
Growth Shares are contractual profit-participation units — not stock, not equity, not ownership. They entitle you to a proportional share of Waypoint Noven's quarterly distributable profits based on how many shares you hold relative to the total pool.
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What Are They?
Contractual profit-participation units (not equity, not securities)
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Who Is Eligible?
All active Waypoint Noven agents — NM, UT, and ID
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How Do You Earn?
Production, Recruiting, Training, and Contributions
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How Do They Vest?
Automatically at the start of the next calendar quarter
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When Do Distributions Begin?
Q4 2027 — paid within 45 days of quarter close
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What If I Leave?
All shares forfeited — no exceptions, no post-termination payouts
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Multi-State?
Yes — same program, same terms across all Waypoint states
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Transferable?
No — except beneficiary designation upon death or incapacity
The Simple Version
You earn shares by doing things that grow the company. Shares vest automatically at the start of each quarter — no cliff, no waiting years. More shares = bigger slice of quarterly profits. The longer you stay and the more you contribute, the more you accumulate. If you leave Waypoint, your shares are forfeited. Clean and simple.
Early Agents Have the Advantage
| When You Join | Share Accumulation | Pool Size | Your Advantage |
|---|---|---|---|
| 2024–2025 (Founding) | High — early accumulation | 10–15 agents | Maximum |
| 2026–2027 (Growth) | Strong — still early | 20–50 agents | Strong |
| 2028+ (Established) | Standard rates | 50+ agents | Good — but profits also larger |
The Four Ways to Earn
There are exactly four ways to earn Growth Shares at Waypoint Noven. Shares earned through any category are treated identically once credited to your account.
A. Production
Close Deals, Earn Shares. Every closed and funded transaction earns shares based on your GCI tier. Shares credited at compensation disbursement.
B. Recruiting
Grow the Brokerage, Earn a Stake. Bring agents to Waypoint and earn shares at each milestone — plus a 10% cash recruiting bonus on every deal they close.
C. Training
Lead Programs, Share Knowledge. Lead approved training sessions like Real World Wednesdays and earn shares for each session and resource created.
D. Contributions
Build the Brokerage Beyond Transactions. Leadership, culture, systems, and operations contributions are recognized with discretionary share awards.
A — Production Tiers
| Your Annual GCI Tier | Shares Per Closed Transaction | Annual Potential |
|---|---|---|
| Under $50,000 | 500 shares | Up to 3,000 |
| $50,000 – $99,999 | 750 shares | Up to 7,500 |
| $100,000 – $199,999 | 1,000 shares | Up to 15,000 |
| $200,000+ | 1,500 shares | Unlimited |
Production Example
Agent closes 8 transactions with $120,000 total GCI → $100K–$199K tier = 1,000 shares per deal. 8 deals × 1,000 shares = 8,000 Growth Shares earned that year. All vest at the start of next quarter.
B — Recruiting Milestones
| Recruiting Milestone | Shares Earned |
|---|---|
| Recruited agent executes ICA with Waypoint Noven | 2,500 shares (at signing) |
| Recruited agent closes their first transaction | 2,500 shares (production bonus) |
| Recruited agent completes 12 months of active affiliation | 5,000 shares (retention bonus) |
| Each additional recruit | Same structure — no cap |
Recruiting Example
You recruit Agent B. They sign ICA = 2,500 shares. They close first deal = 2,500 more shares. They stay 12 months = 5,000 retention shares. Total: 10,000 Growth Shares for one recruit — plus the 10% cash recruiting bonus on every deal they close.
C — Training Activities
| Training Activity | Shares Earned |
|---|---|
| Lead an approved training session (e.g. Real World Wednesdays) | 1,000 shares per session |
| Create approved training content or materials | 500 shares per resource |
| Mentor a new agent (6-month commitment, verified) | 3,000 shares upon completion |
Pre-Approval Required
All training activities must be pre-approved in writing by the Principal Broker. You pitch the topic, we approve it, you deliver it, you earn shares.
D — Contribution Awards
| Contribution Type | Shares Range |
|---|---|
| System or process improvement adopted company-wide | 1,000 – 5,000 shares |
| Leadership role (team lead, market captain, committee) | 2,000 – 5,000 shares per quarter |
| Culture and community building (events, initiatives) | 500 – 2,000 shares |
| Brand development (content, PR, community presence) | 500 – 3,000 shares |
How Vesting Works
No cliff. No multi-year waiting period. When you earn shares, they vest automatically at the start of the next calendar quarter. Simple.
Q1 — Jan–Mar
Shares earned
Vest April 1 → Q2 distribution
Q2 — Apr–Jun
Shares earned
Vest July 1 → Q3 distribution
Q3 — Jul–Sep
Shares earned
Vest October 1 → Q4 distribution
Q4 — Oct–Dec
Shares earned
Vest January 1 → Q1 distribution
Plain English
You close a deal in February → shares vest April 1. You recruit an agent in August → shares vest October 1. You lead a training session in November → shares vest January 1. No complicated schedules. No multi-year lockups. Earn it this quarter, it's vested next quarter.
Accumulation Over Time
Growth Shares accumulate over time. Every quarter you remain affiliated and active, you have the opportunity to earn more shares. An agent who has been with Waypoint for three years will have significantly more shares than an agent who joined last quarter. This is by design — commitment and sustained contribution are rewarded.
⚠ Termination & Forfeiture
If you leave Waypoint Noven for any reason, all Growth Shares are forfeited immediately. No exceptions.
| Separation Scenario | What Happens to Your Shares |
|---|---|
| Voluntary resignation | All shares forfeited |
| Involuntary termination | All shares forfeited |
| Termination for cause | All shares forfeited |
| Expiration of ICA without renewal | All shares forfeited |
| Transfer to another brokerage | All shares forfeited |
When an agent leaves, their forfeited shares are removed from the total pool — which increases the per-share value for every agent who stays. Your commitment is the asset.
How Quarterly Distributions Work
Distributions begin Q4 2027. To receive a distribution, you must be an active, affiliated agent in good standing on the date the distribution is paid.
Your Quarterly Distribution Formula
( Your Vested Shares ÷ Total Outstanding Vested Shares of All Active Agents )
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Quarterly Distribution Pool
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Quarterly Distribution Pool
How the Distribution Pool Is Calculated
1.Start with total company dollar (20% of all GCI for the quarter)
−Subtract operating expenses (TC, technology, marketing, E&O, insurance, admin)
−Subtract required operating reserves (minimum 3 months capital retained)
−Subtract recruiting compensation bonuses paid during the quarter
=Quarterly distributable profit
★Growth Shares pool = % of distributable profit (set annually by Principal Broker)
Real-World Example — Q4 2027
30 active agents, 45 closings for the quarter. Total GCI: $350,000 → Company dollar (20%): $70,000 → Minus expenses $25K, reserves $15K, recruiting bonuses $5K → Distributable profit: $25,000 → Growth Shares pool (40%): $10,000.
Agent A holds 15,000 vested shares out of 200,000 total → (15,000 ÷ 200,000) × $10,000 = $750 that quarter.
Distribution Timing
Distributions are paid within 45 days following the close of each calendar quarter — approximately February 14, May 15, August 14, and November 14. If Waypoint does not generate distributable profit in a quarter, there is no distribution. Your shares remain intact and wait for the next profitable quarter.
Shareholder Registry
All active Growth Shares holders and their current share counts. Updated in real time.
Frequently Asked Questions
Everything you need to know about the Growth Shares program.
Do I have to buy Growth Shares? ▾
No. Growth Shares are earned through your contributions to Waypoint Noven. There is no purchase price, no buy-in, no payroll deduction, and no cost of any kind to participate.
When do my shares start earning distributions? ▾
Shares earned in any quarter vest at the start of the next quarter and are eligible for the distribution at the end of that quarter. So shares earned in Q1 vest April 1 and are eligible for the Q2 distribution (paid approximately mid-August).
What if the company has a bad quarter? ▾
If Waypoint Noven does not generate distributable profit in a given quarter, there is no distribution for that quarter. Your shares remain intact — they simply wait for the next profitable quarter.
What happens to my shares if I leave? ▾
All shares are forfeited upon separation for any reason. There are no post-termination distributions. This rule applies equally to all agents and is a core term of the Grant Addendum you sign at onboarding.
What if someone else leaves? ▾
Their forfeited shares are removed from the total pool, which increases the per-share value of every remaining agent's shares. Turnover benefits agents who stay.
Can the program change? ▾
The Principal Broker retains the right to modify, suspend, or terminate the Growth Shares program. Changes will be communicated in writing. Any distributions already paid are not affected by program changes.
What about taxes? ▾
Distributions are reportable income. You will receive a Form 1099-NEC reflecting Growth Shares distributions for the calendar year. The Broker does not withhold income taxes from distributions. You are responsible for estimated tax payments — consult your tax professional.
Do Growth Shares work across all states? ▾
Yes. Whether you are in New Mexico, Utah, or Idaho, the Growth Shares program operates identically. All agents earn and vest on the same terms regardless of state.
What happens if I move to the Navigator's Club split? ▾
Your Growth Shares are completely unaffected by your compensation split tier. Navigator's Club agents continue earning and vesting shares at the same rates as all other agents.
Can I designate a beneficiary? ▾
Yes. The Grant Addendum includes a beneficiary designation form. In the event of death or permanent incapacity while actively affiliated, your designated beneficiary may be entitled to receive the distribution for the quarter in which the event occurred.
Is this an ERISA plan or retirement plan? ▾
No. Growth Shares are not an employee benefit plan, pension plan, profit-sharing plan, or retirement plan subject to ERISA. They are contractual bonus compensation tied to company performance, administered at the Broker's discretion.
What about liquidity events — sale or merger? ▾
In the event of a sale, merger, or acquisition, active agents holding vested shares may participate in a Growth Shares Liquidity Event distribution based on the terms of the transaction. Agents who have separated prior to the closing date have no right to participate.
Legal Disclosures
Governing provisions for the Growth Shares™ Program. The Grant Addendum executed at onboarding controls in all cases.
11.1 Nature of Growth Shares
Growth Shares are contractual rights to participate in distributions from the Broker's Growth Shares Distribution Pool, as determined in the Broker's sole discretion. They do not constitute equity, securities, ownership interests, membership interests, partnership interests, voting rights, or any form of real or personal property interest in the Broker, Waypoint Noven LLC, or any affiliated or successor entity. The Contractor's interest in Growth Shares is limited to an unsecured contractual right to receive payment, if any, in accordance with the terms of the Program and the Grant Addendum.
11.2 No Securities
Growth Shares are not "securities" as defined under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any state securities or "blue sky" law. The Program does not involve the offer, sale, or issuance of any security. No registration, filing, or notification under federal or state securities laws is required or has been made with respect to the Program.
11.3 Independent Contractor Status
Participation in the Growth Shares Program does not alter, modify, or affect the Contractor's status as an independent contractor of the Broker. The Program shall not be construed to create an employer-employee relationship, joint venture, partnership, or agency relationship between the Broker and any Contractor.
11.4 Tax Treatment
Distributions are reportable income to the Contractor for federal and state income tax purposes. The Broker will report distributions on IRS Form 1099-NEC. The Broker does not withhold federal, state, or local income taxes from Growth Shares distributions. The Contractor is solely responsible for the timely payment of all taxes, including estimated taxes.
11.5 ERISA Exemption
The Growth Shares Program is not intended to be, and shall not be construed as, an "employee benefit plan" or "pension plan" within the meaning of Sections 3(1), 3(2), or 3(3) of ERISA. The Program is a discretionary bonus compensation arrangement maintained solely for the purpose of providing incentive compensation to independent contractors.
11.6 IRC § 409A Compliance
The Growth Shares Program is intended to be exempt from, or compliant with, IRC § 409A. Because the right to receive any distribution is contingent upon continued active affiliation, all shares are forfeited upon separation, no post-separation distributions are made, and distributions are paid within 45 days following quarter close, the Program is intended to qualify for the short-term deferral exception under Treasury Regulation § 1.409A-1(b)(4).
11.7 Unfunded Obligation
The Broker's obligation to pay Growth Shares distributions is an unfunded, unsecured promise to pay from the Broker's general operating revenues. No assets have been or will be set aside, segregated, placed in trust, or otherwise earmarked for the benefit of any Contractor. Contractors are general unsecured creditors of the Broker with respect to any Growth Shares distributions.
11.8 Broker's Reserved Rights
The Broker retains sole and absolute authority to administer and interpret the Program, determine the amount of distributable profit and the allocation to the Distribution Pool, grant or revoke discretionary Contribution shares, and amend, modify, suspend, or terminate the Program at any time with written notice.
11.9 Governing Law
The Program and all Grant Addendums shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to its conflict of laws principles.
11.11 Multi-State Operations
The Program operates uniformly across all states in which Waypoint Noven LLC maintains brokerage operations, currently including New Mexico, Utah, and Idaho. To the extent any state law imposes requirements on bonus compensation or profit-sharing arrangements that are more restrictive, the Broker shall administer the Program in compliance with such requirements.