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 Five Ways to Earn
Every Growth Share is earned through one of five sources. Production and recruiting are granted automatically the moment the triggering event is recorded in Waypoint OS. Training and contributions are awarded by the Principal Broker after verification. Founding grants were issued at onboarding for agents who joined before the program opened.
A. Production
Close deals, earn shares. Tiered by sale price. Awarded automatically when a deal closes with CDA approved.
B. Recruiting
Bring agents to Waypoint. Shares auto-granted at three milestones per recruit — ICA signed, first close, 12-month retention.
C. Training
Teach the team. Broker pre-approves, you deliver, broker records the grant.
D. Contributions
Leadership, systems, culture, brand. Discretionary broker grants with a required reason.
E. Founding
Legacy grants issued at onboarding for founding agents. Recorded in the ledger as type founding.
A — Production (automatic on close)
| Sale Price | Shares Per Closed Deal |
|---|
| Under $300,000 | 1,000 |
| $300,000 – $599,999 | 2,000 |
| $600,000 – $999,999 | 3,000 |
| $1,000,000 – $1,999,999 | 5,000 |
| $2,000,000+ | 10,000 |
How it fires
The moment a deal flips to closed with the CDA approved, the system reads the salePrice on the deal, looks up the tier, and posts a ledger entry to the agent's Growth Shares balance. Partners on a split deal each receive shares proportional to their split — a 50/50 partner on a $700K deal gets 1,500 shares.
Annual example
Agent closes 12 deals averaging $550K (2,000-share tier) plus 3 deals over $1M (5,000-share tier): 12 × 2,000 + 3 × 5,000 = 39,000 shares earned that year. All vest at the start of the following quarter.
B — Recruiting (automatic at each milestone)
| Milestone | Shares Earned |
|---|
| Your recruit signs their ICA | 2,500 |
| Your recruit closes their first deal | 5,000 |
| Your recruit hits 12 months active | 10,000 |
| Each additional recruit | Same structure — no cap |
How it fires
When a new agent doc is created in Waypoint OS with your name on the recruitedBy field, the system auto-grants the ICA milestone. Their first closed deal triggers the second grant. A scheduled job checks retention at the 12-month mark and fires the third. 17,500 shares per fully-retained recruit — plus a 5% recruiting bonus on the company share of every deal they close. Paid to the direct recruiter only — one level deep, no multi-level chain.
C — Training (broker-recorded after verification)
| Activity | Shares Earned |
|---|
| Lead an approved training session (e.g. Real World Wednesdays) | 1,500 per session |
| Create approved training content or materials | 750 per resource |
| Complete a 6-month mentorship of a new agent | 5,000 on completion |
Pre-approval required
Pitch the topic, get written approval from the Principal Broker, deliver it, and the broker records the grant in the admin ledger. Shares show up on your balance the same day they're recorded.
D — Contributions (discretionary broker awards)
| Contribution Type | Shares Range |
|---|
| System or process improvement adopted company-wide | 1,500 – 7,500 |
| Leadership role (team lead, market captain, committee) | 3,000 – 7,500 per quarter |
| Culture and community building (events, initiatives) | 750 – 3,000 |
| Brand development (content, PR, community presence) | 750 – 4,500 |
How it's recorded
The Principal Broker grants the award through the admin interface. A reason is required on every discretionary grant — it becomes part of the permanent ledger record so every share in your balance traces to an auditable entry.
E — Founding (already issued)
For agents who joined before the program opened
Founding grants were issued at onboarding to recognize early commitment to Waypoint Noven. These grants will be recorded in the ledger as type founding so they appear alongside earned shares in your full history. No further founding grants will be issued.
Summary — which ways are automatic?
| Source | Trigger | How It's Granted |
|---|
| Production | Deal closes with CDA approved | Automatic |
| Recruiting (ICA) | New agent doc created with your name as recruiter | Automatic |
| Recruiting (first close) | Your recruit closes their first deal | Automatic |
| Recruiting (12-month) | Your recruit stays active 12 months | Automatic |
| Training | Broker records after verified delivery | Manual (broker) |
| Contributions | Broker records with required reason | Manual (broker) |
| Founding | Issued at onboarding (historical) | One-time, recorded |
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.
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.
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.