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_________________________________________________________________________________________________________________________________________________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________ 
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
Realogy Holdings Corp.
(Name of Registrant as Specified In Its Charter)
___________________________ 
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NOTICE OF 2019 ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT


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A Letter from our Chief Executive Officer
March [20], 2019    
Dear Stockholders:
After completing my first year as Realogy CEO, I believe our company is in a strong position for the future even as we and the industry weather current challenges in the residential real estate market. When I joined, I had beliefs about the industry that have become more evident over this past year. I have witnessed firsthand that despite all the talk of technology disruption in real estate, not much has actually changed yet to benefit the agent or the consumer. This excites me as it means the opportunity for technology- and data-driven innovation is there for the taking by Realogy. Second, it is fashionable to talk about disintermediating agents, but it’s clear from 2018 that the agent maintains a critical role in the future of real estate, especially when they are armed with great technology and data. I have confidence that Realogy, with our industry leading market position, technology and data scale, great brands and cash flow generation, is poised to make a real difference for affiliated agents and franchise owners as we execute our strategy to drive results.
In 2018, we began moving fast with new technology offerings, new agent recruiting practices, new products for agents, new brands, new data analytics, new partnerships, and new talent. Even with the market downturn we and the industry saw in the latter part of 2018, we remain laser-focused on continuing to execute in the year ahead.
Strategy
Our business strategy is focused on organic growth driven by technology and data innovation. We are serving agents to enhance their productivity and effectiveness as we improve our value proposition. Through the power of our national scale, well-known brands, unparalleled access to data, and investments in technology, I believe we will unlock new value for our affiliated independent sales agents, our franchise owners and ultimately, our stockholders.
Technology and Data
We are leveraging our scale and market leading position to help agents become more efficient and
 
productive with great technology and relevant data. We have delivered new technology products to serve affiliated agents. We have rolled out an enterprise analytics platform that is using Realogy’s incredible access to historic and national data to help affiliated agents and franchise owners be more effective. We are building a flexible open technology architecture to allow affiliated agents and franchisees to use our tech offerings and seamlessly integrate third-party technology. We have partnered with leading technology companies as well as cutting-edge startups to develop better services and high value leads for affiliated agents. And finally, we have launched new productivity and marketing platforms within our company-owned business to help agents drive growth and be more successful. Realogy is well-positioned to bring real change to the industry.
Talent
My management team is poised to accelerate our transformation and drive results. Important 2018 changes included recruiting Dave Gordan as Realogy Chief Technology Officer; promoting Ryan Gorman as president and CEO of NRT LLC; broadening the responsibilities of John Peyton as president and CEO of Realogy Franchise Group; and hiring Katrina Helmkamp as president and CEO of Cartus, our global relocation subsidiary. Additionally, I am currently actively recruiting a new CFO to partner with me to drive better operating performance.
I am proud of the strong talent here at Realogy who serve the approximately 300,000 independent sales agents in our company owned and franchise brokerages worldwide. We are relentlessly focused on developing our existing talent and recruiting great new talent.
This past summer, we were certified for the first time as a great place to work by the independent analysts at Great Place to Work®. A few weeks ago, Ethisphere® Institute, a leading international business ethics think-tank, once again recognized Realogy as one of the World's Most Ethical Companiesan honor we have received each of the past eight years.


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In closing, we are committed to moving fast to serve our affiliated agents while continuing to operate with integrity. On behalf of our Board of Directors, my senior leadership team and our employees, we thank you for your continued support of and investment in Realogy.
Sincerely,
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Ryan M. Schneider
Chief Executive Officer and President


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A Letter from our Independent Chairman of the Board
March [20], 2019    
To Our Stockholders:
This has been a year of important and needed change at Realogy Holding Corp. as our new CEO, Ryan Schneider has charted a new course for the company with the support of your Board of Directors. In Ryan’s letter, he shared the major undertakings underway at the Company and particularly our strengthening of our leadership team and talent throughout the organization.
In parallel to the important changes undertaken by management, the Board has been focused on four key areas:
Investor Outreach;
Continuation of Board Refreshment and Alignment of Board Committees to Support Strategy;
Strategy; and
Capital Allocation.
Let me provide you with a recap of our 2018 accomplishments in each of these areas.
Investor Outreach
In 2018, we prioritized investor outreach so that we on the Board could hear directly from our investors. We reached out to holders of more than 95% of our outstanding shares, meeting with approximately 74%. I personally met with substantially all of the stockholders who accepted our invitation and was accompanied by Duncan Niederauer, the Chair of our Compensation Committee, at several of these meetings.
Our discussions centered on such topics as executive leadership changes, strategy execution, governance, capital allocation, enterprise risk management and executive compensation. We had a goal to better understand stockholder perspectives on governance and executive compensation. Given the feedback we received, the Compensation Committee incorporated changes into the 2019 executive compensation program and proxy statement disclosure, which you’ll see further outlined in this document. We also increased the stock ownership guidelines for the Board and executive management.
 

From a governance perspective, we considered and then determined to adopt proxy access to give our long-term stockholders the ability to nominate directors at annual meetings. We are also asking stockholders to approve the elimination of the supermajority voting provisions related to the amendment of our Certificate of Incorporation and Bylaws at the 2019 Annual Meeting of Stockholders.
Continuation of Board Refreshment and Alignment of Board Committees to Support Strategy
In my first year serving as Independent Chairman of the Board, I have had the pleasure of working closely with Ryan as both an adviser to the CEO and as a liaison to our Board. While Ryan focuses on executing our strategy and managing the business, day-to-day, I have been able to lead the Board, which includes providing counsel and independent oversight of management. I am fortunate to be able to work with a talented, capable and experienced board.
This year, we continued to focus on Board Refreshment and Diversitywith a focus on new talent to support Realogy’s strategic direction. In August 2018, we appointed Enrique (Rick) Silva, CEO and president of Checkers Drive-In Restaurants, Inc., as an independent Director. Rick brings to the Board a strong background in franchise operations and business strategy, an important addition given our significant multi-brand residential real estate franchise segment. He serves as a member of the Audit Committee.
In January 2019, a proven leader in the deployment of Artificial Intelligence and Big Data, Bryson Koehler, Chief Technology Officer at Equifax, joined our Board of Directors. Bryson’s deep experience in big data, cloud computing and analytics adds critical leadership as we look to leverage Realogy’s considerable scale and unprecedented access to data to help our affiliated agents and franchise owners grow their businesses. Bryson is a member of the newly formed Technology and Data Committee discussed below.
We these appointments, the Realogy Board now consists of 10 directors, nine of whom are classified as Independent Directors for purposes of the listing standards of the New York Stock Exchange. We continue to prioritize diversity at the Board level with


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approximately one-third of our Board being women and one-fifth comprised of minorities. Our Board also has diverse business experience, as detailed in the proxy statement.
Given the speed of digital transformation, including our priority to arm affiliated agents and franchisees with better technology and data, we formed the Technology and Data Committee, led by Chris Terrill. Serving as an independent Director since July 2016, Chris is the former CEO of ANGI Homeservices and an internet veteran who has specialized in consumer online subscription and marketplace business models with top-tier brands.
Strategy
In 2018, we worked closely with Ryan and his management team to operationalize the Company’s strategic direction. We received regular strategy updates during our quarterly Board meetings as well as focused exclusively on strategy during an annual two-day meeting. We remain actively engaged in the business strategy throughout the year.
Capital Allocation
We regularly consider the best use of our capital and seek to invest in Realogy’s growth, reduce our debt leverage and return value to our stockholders. We have lowered our shares outstanding by approximately 23% from 146,752,841 outstanding at the commencement of our share repurchase program on February 24, 2016 to 113,485,998 on February 22, 2019 and have declared a quarterly dividend of $0.09 each quarter since the commencement of our dividend program in August 2016.
I remain confident in Ryan and his team as they focus on Realogy’s long-term strategic priorities and ultimately, unlocking additional stockholder value.
On behalf of your Board of Directors, thank you for your continued investment in Realogy. We appreciate the opportunity to serve the Company on your behalf.
Sincerely,
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Michael J. Williams
Independent Chairman of the Board
c/o Corporate Secretary
Realogy Holdings Corp.
175 Park Avenue
Madison, NJ 07940


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NOTICE OF
2019 ANNUAL MEETING
OF STOCKHOLDERS
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Date:
Wednesday, May 1, 2019
 
Important Notice Regarding Availability of Proxy Materials for the 2019 Annual Meeting of Stockholders: Our Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended December 31, 2018 are available at on the Investors section of our website at www.realogy.com
Time:
9:00 a.m., Eastern Daylight Time
 
Place:
Realogy Holdings Corp.
 
    
175 Park Avenue
 
    
Madison, New Jersey 07940
 
 
 
 
 
Purposes of the meeting
 
Record Date
Owners of Realogy Holdings Corp. common stock as of March 12, 2019 are entitled to notice of, and to vote at, the 2019 Annual Meeting of Stockholders (and any adjournments or postponements of the meeting) (the "Annual Meeting").
Who may attend the meeting
Only stockholders, persons holding proxies from stockholders, invited representatives of the financial community and other guests of Realogy* may attend the Annual Meeting. See Frequently Asked QuestionsHow do I attend the Annual Meeting on page 10.
Your vote is important.
Please vote your proxy promptly so your shares can be represented, even if you plan to attend the Annual Meeting.
You can vote by Internet, by telephone, by requesting a printed copy of the proxy materials and using the enclosed proxy card or in person at the Annual Meeting.

By order of the Board of Directors,

1.
to elect ten Directors for a term expiring at the 2020 Annual Meeting of Stockholders
 
2.
to vote on an advisory resolution to approve executive compensation
 
3.
to vote on an advisory resolution on the frequency of the advisory vote on executive compensation
 
4.
to vote on a proposal to amend our Amended and Restated Certificate of Incorporation (our "Certificate of Incorporation") to eliminate the supermajority voting requirements to amend our Certificate of Incorporation and Amended and Restated Bylaws (our "Bylaws")
 
5.
to vote on a proposal to amend our Certificate of Incorporation to eliminate outdated language related to Board classification
 
6.
to vote on a proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal year 2019
 
7.
to transact any other business that may be properly brought before the meeting or any adjournment or postponement of the meeting
 
The matters specified for voting above are more fully described in the attached proxy statement.
 
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Marilyn J. Wasser
Corporate Secretary

March [20], 2019
 
 
 
 
References in this proxy statement to "we," "us," "our," "the Company," "Realogy" and "Realogy Holdings" refer to Realogy Holdings Corp. and our consolidated subsidiaries, including but not limited to Realogy Group LLC. References in this proxy statement to "Realogy Group" mean Realogy Group LLC.
 
Website addresses given in this proxy statement are provided as inactive textual references. The contents of these websites are not incorporated by reference herein or otherwise a part of this proxy statement.


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FORWARD LOOKING STATEMENTS
This proxy statement and accompanying materials (the “Proxy Materials”) contain “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “intends”, "believes", "expects", "forecasted", "projects", "estimates" and "plans" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements.
The Company wishes to caution each participant to consider carefully the specific factors discussed with each forward-looking statement in these Proxy Materials and other factors contained in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2018, under the captions “Forward-Looking Statements”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as such factors in some cases have affected, and in the future (together with other factors) could affect, the ability of the Company to implement its business strategy and may cause actual results to differ materially from those contemplated by the statements expressed herein. The Company assumes no obligation to update the information or the forward-looking statements contained herein, whether as a result of new information or otherwise.
NON-GAAP FINANCIAL MEASURES
The Proxy Materials include certain supplemental measures of the Company’s performance that are not Generally Accepted Accounting Principles (“GAAP”) measures, including Operating EBITDA, as well as Consolidated Plan EBITDA and Cumulative Free Cash Flow. Definitions of these non-GAAP terms and reconciliations to their most comparable GAAP terms are included as Annex A to this proxy statement.


 
 
 
 
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PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement before voting.
2018 INVESTOR OUTREACH PROGRAM
We are committed to seeking out and integrating our stockholders’ perspectives into our deliberations and we believe that regular communication with our stockholders is necessary in order to ensure thoughtful and informed consideration of evolving corporate governance and executive compensation best practices.
In the spring and fall of 2018, we engaged with our stockholders and, based on their input, the Compensation Committee made a number of changes to our executive compensation program.
In addition, based on the investor feedback we received, the Board determined to take the actions outlined in this proxy statement, including the submission of Proposal 4 for stockholder approval at the Annual Meeting.
In total, we reached out to stockholders representing over 95% of our outstanding shares and held in person meetings or calls with holders of approximately 55% in the spring and approximately 60% in the fall/winter of 2018 through the winter of 2019. Combined we met with holders of approximately 74% of our outstanding shares (in many instances we met with a stockholder more than once).
Michael Williams, Independent Chairman of the Board, met with substantially all of our stockholders who accepted our invitation and Duncan Niederauer, Chair of the Compensation Committee, joined him on several occasions.
The feedback from these important sessions with our investors was reviewed and discussed with the full Board.
2018 Investor Outreach Summary
Period
 
Stockholders Contacted (#)
 
Participating Stockholders (#)
 
Participating Stockholders (%)*
Spring 2018
 
22
 
9
 
~55%
Fall/Winter 2018**
 
23
 
14
 
~60%
Total Unique
 
25
 
15
 
~74%
_______________
* Ownership percentage held is based on estimates as of June 30, 2018
** Includes one stockholder met with in winter 2019

For additional information on the Board's responses to our 2018 Investor Outreach Program go to:
Page 11 for corporate governance topics (under the heading "Governance of the Company—2018 Investor Outreach Program: Corporate Governance Topics"), and
Page 35 for executive compensation topics (under the heading "Executive Compensation—Compensation Discussion and Analysis—2018 Investor Outreach Program: Executive Compensation Topics")



 
 
 
 
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PROPOSALS TO BE PRESENTED AT THE 2019 ANNUAL MEETING
 
 
 
 
 
Proposal 1
 
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The Board recommends a vote FOR all director nominees

Election of Ten Director Nominees
 
 
 
Our Nominating and Corporate Governance Committee and our Board have determined that each director nominee possesses the skills and experience to oversee Realogy's business strategy and that the mix of backgrounds and qualifications represented by our Directors strengthen the Board's effectiveness.
Go to page 25 for additional information on Proposal 1
 
 
 
 
 
Proposal 2
 
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The Board recommends a vote FOR this proposal

Advisory Vote on Executive Compensation Program
 
 
 
Our executive compensation program is designed by our independent Compensation Committee to align executive compensation with the interests of our stockholders by linking a majority of the target direct compensation opportunity of our senior leadership team (or Executive Committee) to short- and long-term strategic and business goals as measured by our performance against absolute and relative metrics and each executive's contribution to our strategic initiatives.
Go to our Compensation Discussion and Analysis on page 35 and Proposal 2 on page 82 for additional information on our executive compensation program
 
 
 
 
 
Proposal 3
 
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The Board recommends a vote for EVERY YEAR for this proposal

Frequency of Advisory Vote on Executive Compensation Program

 
 
 
The Board believes that holding an advisory vote on executive compensation every year will allow our stockholders to provide us with direct input on our compensation strategy and practices on an annual basis so that timely stockholder feedback may be taken into consideration as part of the compensation review process.
Go to page 84 for additional information on Proposal 3
 
Proposal 4
 
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The Board recommends a vote FOR this proposal
Amend our Certificate of Incorporation to eliminate the supermajority voting requirements to amend the Certificate of Incorporation and Bylaws
 
 
 
This proposal is the product of the Board’s ongoing review of corporate governance matters, including feedback that the Board received in its 2018 Investor Outreach Program. The Board believes the elimination of supermajority voting requirements for stockholder amendment of the Certificate of Incorporation and Bylaws will reinforce its accountability to our stockholders and provide them with greater ability to participate in Realogy’s corporate governance.
Go to page 85 for additional information on Proposal 4
 
 
 
 
 
Proposal 5
 
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The Board recommends a vote FOR this proposal
Amend our Certificate of Incorporation to eliminate outdated language related to Board classification
 
 
 
Since the 2017 Annual Meeting of Stockholders, all Directors have been elected annually. These amendments will eliminate outdated language relating to the declassification of our Board over the expired three-year phase-out period that occurred between 2015 to 2017.
Go to page 87 for additional information on Proposal 5
 
 
 
 
 
Proposal 6
 
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The Board recommends a vote FOR this proposal
Ratification of the Appointment of the Independent Registered Public Accounting Firm
 
 
 
As a matter of good corporate governance, the Board is asking stockholders to vote on a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2019.
Go to page 89 for additional information on Proposal 6

 
 
 
 
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BOARD COMPOSITION & GOVERNANCE HIGHLIGHTS

Director Nominees

See full biographies for each director beginning on page 29.

Name and Age
Director Since
Current or Key Business Experience
Independent
Committee Membership*
AC
CC
NGC
TDC
Fiona P. Dias, 53
2013
Principal Digital Partner, Ryan Retail Consulting (since 2015)
ü
 
Ÿ
 
Ÿ
Matthew J. Espe, 60
2016
Former President and CEO, Armstrong World Industries, Inc. (2010-2015)
ü
 
Ÿ
Ÿ
 
V. Ann Hailey, 68
2008
Former CFO, L Brands, Inc. (formerly, Limited Brands, Inc.) (1997-2006)
ü
C
 
Ÿ
 
Bryson R. Koehler, 43
2019
Chief Technology Officer, Equifax Inc. (since 2018)
ü
 
 
 
Ÿ
Duncan L. Niederauer, 59
2016
Former CEO, NYSE Euronext (2007-2013)
ü
 
C
 
Ÿ
Ryan M. Schneider, 49
2017
President and CEO, Realogy Holdings Corp. (since 2018)
 
 
 
 
 
Enrique (Rick) Silva, 53
2018
CEO and President, Checkers Drive-In Restaurants, Inc. (since 2007)
ü
Ÿ
 
 
 
Sherry M. Smith, 57
2014
Former CFO, SuperValu, Inc. (2010-2013)
ü
Ÿ
 
Ÿ
 
Christopher S. Terrill, 51
2016
Former CEO of ANGI Homeservices (2017-2018)
ü
 
 
 
C
Michael J. Williams, 61
(Independent Chairman)
2012
Former President and CEO, Fannie Mae (2009-2012)
ü
Ÿ
Ÿ
C
 
 
 
 
 
 
 
 
 
 
 
*
C = Chair
 
AC = Audit Committee
 
CC = Compensation
         Committee
 
NGC = Nominating and
            Corporate
            Governance
            Committee
 
TDC = Technology and
            Data Committee







 
 
 
 
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Strong corporate governance is an integral part of our core values and practices.
Our Board is comprised of highly-qualified individuals who are committed to our Company and bring a diversity of experiences and perspectives to Board deliberations.
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To promote the long-term interests of shareholders, we consistently seek ways we can strengthen our Board and our corporate governance practices, including the following actions taken since the beginning of 2018:
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Appointment of Independent Chairman of the Board
 
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Adoption of Proxy Access Bylaw
 
 
 
 
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Increased requirements under Stock Ownership Guidelines for the Board and CEO
 
 
 
 
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Appointment of 2 new directors pursuant to our commitment to ongoing Board refreshment
 
 
 
 
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Formation of the Technology and Data Committee of the Board to support Realogy's strategic direction
 
 
 
 
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Initiation of formal Board investor outreach program
 
 
 
 
 
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2018 Board emphasis on strategy, executive talent management and return of value to stockholders
The Board continues to follow many other best practices in corporate governance, including those incorporated following stockholder feedback:
Ÿ
Majority independent directors (9 of 10 directors, or 90% of the Board)
 
Ÿ
All Board Committees comprised solely of independent Directors
 
 
 
 
 
Ÿ
Annual two-day meeting focused exclusively on strategy
 
Ÿ
Independent Directors meet regularly in Executive Session
 
 
 
 
 
Ÿ
All Directors in 2018 attended >75% of applicable meetings
 
Ÿ
Annual election of Directors
 
 
 
 
 
Ÿ
Majority voting for Directors and Director Resignation Policy
 
Ÿ
Mandatory annual performance evaluation of Board
 
 
 
 
 
Ÿ
Annual "say-on-pay" vote
 
Ÿ
"Pay for Performance" executive compensation philosophy

 
 
 
 
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EXECUTIVE COMPENSATION HIGHLIGHTS

Emphasis on At-Risk and Performance-Based Compensation
90% of 2018 CEO Target Direct Compensation* is "At-Risk" and 60% is tied to Performance Metrics
At-Risk
Compensation Element
Why We Pay It
CEO Target Direct Compensation (%)
Performance-Based
 
Equity (Long-Term Incentive)
 
Total: 75%
 
ü
Performance-Based PSUs
Long-term value creation
45%
ü
ü
Time-Based Options & RSUs
Align with stockholder interests
30%
 
 
Cash (Short-Term Incentive)
 
Total: 25%
 
ü
Annual Cash Incentive
Drive short-term performance
15%
ü
 
Base Salary
Attract and retain talent
10%
 
________
* Target Direct Compensation includes base salary, annual cash incentive at target and the grant date fair value of long-term incentives (equity)
including, performance share units (PSUs)at target, options, and restricted stock units (RSUs).
Performance Metrics Align with Business Strategy
Annual Cash Incentive Metric
 
Three-Year Performance-Based PSU Metrics
Consolidated Plan EBITDA
 
Relative Total Stockholder Return
Cumulative Free Cash Flow
The success of Realogy’s business strategy is directly linked to Consolidated Operating EBITDA growth, which measures bottom-line growth and serves as our key metric for evaluating overall performance of our operating business
 
Focuses on Realogy stockholder returns relative to an index selected by the Compensation Committee—with outperformance against the index resulting in payouts above target and underperformance resulting in no payout, or payouts below target
  
Free cash flow is leveraged to advance key Realogy strategic imperatives
Below Target (or No) Payouts
Demonstrate that the Performance Metrics are Working as Designed
Achievement against Performance Goals for
Compensation Periods ended December 31, 2018
Consolidated Plan EBITDA
(Annual Cash Incentive - 2018)
 
Relative Total Stockholder Return (PSUs - 2016 to 2018 Cycle)
Cumulative Free Cash Flow
(PSUs - 2016 to 2018 Cycle)
Achievement: $654 Million
 
Achievement: Below threshold
(i.e., below -18.6% against index)
Achievement: $1.476 Billion
Target Goal: $740 Million
 
Target Goal: +2/-2% of Index 
Target Goal: $1.765 Billion
Funding Achievement: 44%
 
Payout Achievement: 0%
Payout Achievement: 55%
 
 
NEO Realized Value*: 0%
NEO Realized Value*: 25%
See page 45 for full summary
 
See page 55 for full summary
See page 55 for full summary
________
† Target payout for awards below index performance was eliminated commencing with Performance Share Units (PSUs) granted in 2017.
* Aggregate realized value compares grant date fair value at target to the value of the earned awards based on our stock price on 12.31.2018.

 
 
 
 
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When Stockholders Experience Gains or Losses,
Compensation Follows the Same Trajectory
Our rigorous performance-based program is designed so that CEO and executive officer realizable target direct compensation declines during periods of stockholder loss.
As illustrated in the following graphs, realizable compensation losses by our CEO and other named executive officers were aligned with those experienced by our stockholders.
Decline in Realizable Value of CEO Target Direct Compensation (Oct. 23, 2017 to Dec. 31, 2018)
vs. Realogy Stock Price
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Since he commenced employment, our CEO's realizable target direct compensation has declined 60% compared to a 55% decline in our stock price.
This chart shows:
Ÿ  The decline in value of the CEO's target direct compensation from his date of hire to the end of 2018 compared to the "realizable value" of that compensation at December 31, 2018, and
Ÿ  The decline in our stock price between October 23, 2017 to December 31, 2018.
Realizable value means base salary, earned cash incentive award plus "realizable equity value."
Realizable equity value means our 2018 closing stock price times the sum of (i) RSUs granted since October 23rd (including Mr. Schneider's 2017 inducement award); (ii) projected performance share units (based on estimated performance under the 2018-2020 PSU cycle) and (iii) accrued dividend equivalent units, plus (iv) any in-the-money value attributable to options at the end of 2018.
Decline in Realized Value of 2016-2018 Performance Share Units Awards
vs. Realogy Stock Price
There was an 87% decline in the aggregate value of performance share units, or PSUs, granted to NEOs for the 2016-2018 performance cycle compared to the 60% decline in our stock price since January 4, 2016.
This chart shows:
Ÿ  The decline from the grant date fair value of the 2016-2018 Performance Share Unit (PSU) awards to the market value of the shares earned under the PSU awards as of the December 31, 2018 conclusion of the performance period, and
Ÿ  The decline in our stock price during the PSU performance period of January 1, 2016 to December 31, 2018.
As noted on the prior page, the 2016-2018 PSU awards paid out at:
Ÿ  0% for Relative Total Stockholder Return, and
Ÿ  55% for Cumulative Free Cash Flow
 
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Strong Commitment to Best Compensation Practices
Our pay-for-performance compensation philosophy seeks to align executive compensation with stockholder interests, reinforce ethical culture and discourage excessive risk, while attracting, motivating and retaining high-performing executives.
This philosophy is supported by, and aligned with, our continuing commitment to best-in-class pay practices, including:
 
Best-in-Class Pay Practices
 
 
 
 
 
 
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Majority of Executive Committee compensation is performance-based
 
 
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Multiple performance metrics used to measure short- and long-term performance on both an absolute and relative basis
 
 
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Annual cash incentive program funding is based entirely on achievement of a financial objective
 
 
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At least 50% of long-term incentive is tied to achievement of performance-based goals over a three-year performance period
 
 
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Relative Total Stockholder Return portion of long-term incentive is capped at target when the absolute Total Stockholder Returns are negative
 
 
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Clawback Policy provides for the claw back of both cash and equity compensation
 
 
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Prohibition against hedging & pledging
 
 
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No excise tax gross-ups under our severance arrangements
 
 
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Strict restrictive covenant agreements
 
 
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Responsive to investor feedback
 
 
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Independent compensation consultant
 
 
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Strong stock ownership requirements
 
 
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Double trigger change in control provisions
 
 
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Annual risk assessment of compensation program
 
 
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No significant executive-only perquisites
 
 
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No stock option repricing without stockholder approval
 


 
 
 
 
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FREQUENTLY ASKED QUESTIONS
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
We provide access to our proxy materials over the Internet. On or about March 20, 2019, we mailed to our stockholders a "Notice of Internet Availability of Proxy Materials" (the "Notice") telling them how to access and review the information contained in the proxy materials and how to vote their proxies over the Internet. You will not receive a printed copy of the proxy materials in the mail unless you request the materials by following the instructions included in the Notice. In addition, by following the instructions included in the Notice, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. Your election to receive proxy materials in printed form by mail or by e-mail will remain in effect until you terminate it.
How can I get electronic access to the proxy materials?
The Notice will provide you with instructions regarding how to view our proxy materials on the Internet. You can view the proxy materials for the Annual Meeting on the Internet at www.edocumentview.com/rlgy. Our proxy materials are also available on the Investors section of our website at www.realogy.com.
When and where will the Annual Meeting be held?
The Annual Meeting will be held on Wednesday, May 1, 2019 at 9:00 a.m., Eastern Daylight Time, at the Company's headquarters, 175 Park Avenue, Madison, New Jersey 07940.
What am I being asked to vote on at the Annual Meeting?
You are being asked to vote on the following:
the election of ten Directors for a one-year term;
the advisory approval of our executive compensation program;
the frequency of the advisory vote on executive compensation;
a proposal to amend our Certificate of Incorporation to eliminate the supermajority
 
voting requirements to amend the Certificate of Incorporation and Bylaws;
a proposal to amend our Certificate of Incorporation to eliminate outdated language related to Board classification;
the ratification of the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal year 2019; and
to transact any other business that may be properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
We are not aware of any other matters that will be brought before the stockholders for a vote at the Annual Meeting. If any other matters are properly presented for a vote, the individuals named as proxies will have discretionary authority, to the extent permitted by law, to vote on such matters according to their best judgment.
Who may vote and how many votes does a stockholder have?
All holders of record of our common stock as of the close of business on March 12, 2019 (the record date) are entitled to vote at the Annual Meeting. Each stockholder will have one vote for each share of our common stock held as of the close of business on the record date. As of the record date, _____________ shares of our common stock were outstanding. There is no cumulative voting and the holders of our common stock vote together as a single class.
How many votes must be present to hold the Annual Meeting?
The holders of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting (also known as a quorum) must be present, in person or by proxy, at the meeting in order to constitute a quorum necessary to conduct the meeting. Abstentions and broker non-votes will be counted for the purposes of establishing a quorum at the Annual Meeting. We urge you to vote by proxy even if you plan to attend the Annual Meeting so that we will know as soon as possible that a quorum has been achieved.

 
 
 
 
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A broker non-vote occurs when a broker or other nominee submits a proxy that states that the broker does not vote for some or all of the proposals because the broker has not received instructions from the beneficial owner on how to vote on the proposals and does not have discretionary authority to vote in the absence of instructions.
How do I vote?
Even if you plan to attend the Annual Meeting, you are encouraged to vote by proxy.
If you are a stockholder of record, also known as a registered stockholder, you may vote by proxy in one of the following ways: 
by telephone by calling the toll-free number 800-652-VOTE (8683) (have your Notice or proxy card in hand when you call);
by Internet at www.investorvote.com/rlgy (have your Notice or proxy card in hand when you access the website);
if you have requested and received a printed copy of the annual meeting materials, by returning the enclosed proxy card (signed and dated) in the envelope provided; or
in person at the Annual Meeting (please see below under "How do I attend the Annual Meeting?").
If your shares are registered in the name of a bank, broker or other nominee, follow the proxy instructions on the form you receive from the bank, broker or other nominee. You may also vote in person at the Annual Meeting (please see below under "How do I attend the Annual Meeting?").
When you vote by proxy, your shares will be voted according to your instructions. If you sign your proxy card, vote by Internet or by telephone, but do not specify how you want your shares to be voted, they will be voted as the Board recommends.
Our proxy tabulator, Computershare Trust Company, N.A., must receive any proxy that will not be delivered in person at the Annual Meeting by 11:59 p.m., Eastern Daylight Time on Tuesday, April 30, 2019.
How does the Board recommend that I vote?
The Board recommends the following votes:
FOR the election of each of the Director nominees;
 
FOR the advisory vote to approve our executive compensation program;
FOR the advisory vote on executive compensation to be held EVERY YEAR;
FOR the amendment of our Certificate of Incorporation to eliminate the supermajority voting requirements to amend the Certificate of Incorporation and Bylaws;
FOR the amendment of our Certificate of Incorporation to eliminate outdated language related to Board classification; and
FOR the ratification of the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal year 2019.
How many votes are required to approve each proposal?
Election of Directors (Proposal 1): The election of Directors at the Annual Meeting requires the affirmative vote of a majority of the votes cast with respect to a Director nominee to elect that nominee. This means that the number of votes cast "for" each Director nominee must exceed the number of votes cast "against" that nominee. Any abstentions or broker non-votes are not counted as votes cast "for" or "against" that nominee's election and will have no effect on the election of Directors. (A plurality voting standard would apply in the event of a contested Director election.)
Under the Director Resignation Policy, an incumbent Director who does not receive the requisite majority of the votes cast for his or her election in an uncontested election will tender his or her resignation to the Board. Pursuant to the Director Resignation Policy, the Nominating and Corporate Governance Committee will then recommend to the Board, and the Board will decide, the action to be taken with respect to the tendered resignation. In making its decision, the Board may consider any information, factors and alternatives it considers relevant. The Board will act on the recommendation of the Nominating and Corporate Governance Committee within 90 days following the date of the stockholders’ meeting at which the election of the Director occurred.
Advisory Votes on Executive Compensation and Frequency of Vote on Executive Compensation (Proposals 2 and 3): As these agenda items are non-binding, advisory votes, there is no "required vote" that would constitute approval. We value the opinions expressed by our stockholders in these

 
 
 
 
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advisory votes, and our Compensation Committee, which is responsible for overseeing and administering our executive compensation programs, will consider the outcome of these votes when designing our compensation programs and making future compensation decisions for our named executive officers. Abstentions and broker non-votes will have no effect on the outcome of these proposals.
Votes to Amend our Certificate of Incorporation (Proposals 4 and 5): These proposals require the affirmative vote of the holders of at least 75% of all of the shares entitled to vote at the Annual Meeting. Any abstentions or broker non-votes will have the same effect as votes cast "against" the proposals.
Ratification of Independent Auditor (Proposal 6): This proposal requires the affirmative vote of the holders of a majority of the shares represented at the Annual Meeting in person or by proxy and entitled to vote on the proposal will be required for approval. Abstentions will have the effect of a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal.
Will my shares be voted if I do not return my proxy?
If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet, by telephone, by returning your proxy or by ballot at the Annual Meeting.
If your shares are registered in the name of a bank, broker or other nominee and you do not give your broker or other nominee specific voting instructions for your shares, under rules of The New York Stock Exchange, or the NYSE, your record holder has discretion to vote your shares on proposals relating to what are deemed to be routine matters, which include the ratification of our independent auditor, and does not have discretion to vote on proposals relating to what are deemed to be non-routine matters, which include the other matters to be presented for vote at the Annual Meeting. Your broker will not be permitted to vote on your behalf on these non-routine matters unless you provide specific instructions by completing and returning the voting instruction or proxy card or following the instructions provided to you to vote your shares by telephone or the Internet. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank or other financial institution before the date of the Annual Meeting.
How do I attend the Annual Meeting?
If you have requested and received a printed copy of the proxy materials, you should bring the enclosed Admission Ticket to gain admission to the Annual Meeting. If you received a Notice or voting
 
instructions and will not be requesting a printed copy of the proxy materials, please bring the Notice or voting instructions with you as your Admission Ticket. You must bring with you photo identification such as a valid driver's license or passport for purposes of personal identification.
If your shares are held in the name of a broker, trust, bank or other nominee, you will also need to bring a proxy, letter or recent account statement from that broker, trust, bank or nominee that confirms that you are the beneficial owner of those shares.
Can I change or revoke my vote?
You may change or revoke your proxy at any time prior to the voting at the Annual Meeting by submitting a later dated proxy, by entering new instructions by Internet or telephone, by giving timely written notice of such change or revocation to the Corporate Secretary or by attending the Annual Meeting and voting in person and requesting that your prior proxy not be used.
How are proxies solicited?
Morrow Sodali LLC has been retained to advise and assist in soliciting proxies at a cost of $8,000 plus reasonable expenses. Proxies may also be solicited by our Directors, officers and employees personally, by mail, phone or electronic means. We will pay all costs relating to the solicitation of proxies. We will also reimburse brokers, custodians, nominees and fiduciaries for reasonable expenses in forwarding proxy materials to beneficial owners of our stock.
What is "householding"?
We have adopted a procedure approved by the Securities and Exchange Commission, or SEC, called householding. Under this procedure, stockholders of record who have the same address and have not previously requested electronic delivery of proxy materials will receive a single envelope containing the Notice (or, if applicable the proxy statement and annual report) for each holder having that address. This procedure will reduce our printing costs and postage fees.
If, in the future, you do not wish to participate in householding and prefer to receive your Notice (or, if applicable, the proxy statement and annual report) in a separate envelope, please contact Computershare, 462 S. 4th Street, Suite 1600, Louisville, KY, 40202.
Beneficial stockholders may request information about householding from their banks, brokers or other holders of record.

 
 
 
 
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GOVERNANCE OF THE COMPANY

2018 INVESTOR OUTREACH PROGRAM:
Corporate Governance Topics
During our 2018 Investor Outreach Program, our Board noted that several of our stockholders support certain corporate governance initiatives. Specific corporate governance topics considered included: the elimination of supermajority voting provisions for amendment of the Certificate of Incorporation and Bylaws, market-standard proxy access bylaw provisions and the right of holders of 25% or more of our outstanding stock to call a special meeting of stockholders.
The Nominating and Corporate Governance Committee and the Board reviewed each of these topics and, after careful consideration, determined to take the actions described below:
Adopt a proxy access provision in our Bylaws. On February 25, 2019, our Board determined to amend our Bylaws to allow for:
a stockholder, or a group of up to 20 stockholders,
owning an amount of shares that constitutes 3% or more of our outstanding common stock,
that has been continuously held for at least three years,
to nominate and include in our proxy materials director nominees constituting up to the greater of two nominees or 20% of the Board, in all cases, subject to the terms and conditions set forth in the Bylaws.
To learn more, go to Stockholder Proposals and Nominations for DirectorDirector Nominations for Inclusion in Proxy Materials (Proxy Access) on page 93.
Recommend that our stockholders vote at the Annual Meeting to approve amendments to our Certificate of Incorporation that would eliminate the supermajority voting provisions related to amendment of our Certificate of Incorporation and Bylaws.
To review this stockholder proposal, see: Proposal 4: Approval of Amendment to our Certificate of Incorporation to Eliminate the Supermajority Voting Requirements to Amend the Certificate of Incorporation and Bylaws on page 85.
The Nominating and Corporate Governance Committee and the Board intend to further consider the right of stockholders to call special meetings, including seeking specific input from our investors. While the Board favors corporate governance provisions that promote stockholder rights and greater Board accountability, the Board determined further discussion with our investors was warranted in light of, among other factors, the significant time and expense required to hold a special meeting, including the preparation and distribution of disclosure documents and the diversion of time and resources from the Board's and management's focus on our business.
 
 
 
 
 
A key objective of our investor outreach was to listen to our stockholders and better understand their perspectives on our executive compensation program.
 
 
 
See Compensation Discussion and Analysis2018 Investor Outreach Program: Executive Compensation Topics on page 39 for a discussion of the feedback our Board received from our investors on our executive compensation program during the 2018 Investor Outreach Program and the changes the Compensation Committee incorporated into our 2019 executive compensation program and proxy statement as a result of what we heard from our investors.

 
 
 
 
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Strong corporate governance is an integral part of our core values and practices. Please visit our website at www.realogy.com under the Governance page for the Board's Corporate Governance Guidelines, Director Independence Criteria, the Code of Ethics for Employees, the Code of Business Conduct and Ethics for Directors, the Board-approved charters for the Audit, Compensation and Nominating and Corporate Governance Committees and related information. These guidelines and charters may be obtained by writing to our Corporate Secretary at Realogy Holdings Corp., 175 Park Avenue, Madison, New Jersey 07940.
 
Corporate Governance Guidelines
Our Board has adopted Corporate Governance Guidelines that, along with the charters of the Board Committees, Director Independence Criteria, Code of Ethics for Employees and Code of Business Conduct and Ethics for Directors, provide the framework for our governance. The governance rules for companies listed on the NYSE and those contained in SEC rules and regulations are reflected in the guidelines. The Board reviews these principles and other aspects of governance periodically. The Corporate Governance Guidelines are available on the Governance page of our website at www.realogy.com.
 
Director Independence Criteria
NYSE listing standards and our Corporate Governance Guidelines require the Board to affirmatively determine annually whether each Director satisfies the criteria for independence and has no material relationship with Realogy Holdings other than as a Director. The Board adopted the Director Independence Criteria set out below for its evaluation of the materiality of Director relationships with us. The Director Independence Criteria are available on the Governance page of our website at www.realogy.com.
A Director who satisfies all of the following criteria shall be presumed to be independent under our Director Independence Criteria:
No relationships that would disqualify independence under NYSE listing standards;
No personal services contract in the last three years with Realogy Holdings or any of its executive officers; and
 
No control position with a non-profit organization that has received more than the greater of (i) 2% of the consolidated gross revenues of such organization during any single fiscal year or (ii) $1,000,000, either directly or indirectly from Realogy Holdings within the last three years.

 
Determination of Director Independence
During the Board's annual review of the independence of the Directors, the Board considered whether there are any relationships between each Director (or any member of his or her immediate family) and us and our subsidiaries and affiliates. The Board also considered whether there were any transactions or relationships between Directors (or any member of their immediate family or any entity of which a Director or an immediate family member is an executive officer, general partner or significant equity holder) and us. The purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the Director is independent.
As a result of this review, the Board affirmatively determined that, under NYSE listing standards and our Director Independence Criteria:
All of the members of our Board are Independent Directors, other than our CEO; and
All members of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Technology and Data Committee are Independent Directors.
The Board also determined that none of the Independent Directors had or has any material relationship with us other than as a Director.
In making these determinations, the Board took into consideration that several of our Independent Directors and/or their immediate family members, either before they joined the Board or during their tenure as Directors, utilized the brokerage services of our company-owned brokerages and/or our franchisees in the purchase or sale of residential real estate and/or the Company's title and settlement services in the ordinary course and on similar terms to those offered to unrelated third parties in similar transactions.

 
 
 
 
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Committees of the Board
The following describes our standing Board Committees and related matters. The Charter for each committee is available on the Governance page on our website at www.realogy.com.
Audit Committee
The purpose of the Audit Committee is to assist the Board in fulfilling its responsibility to oversee management regarding:
systems of internal control over financial reporting and disclosure controls and procedures;
the integrity of the financial statements;
the qualifications, engagement, compensation, independence and performance of the independent auditors and the internal audit function;
compliance with legal and regulatory requirements and the Company's ethics program;
review of material related party transactions; and
compliance with, adequacy of, and any requests for written waivers sought with respect to any executive officer or Director under, the code of ethics.
The Audit Committee is charged with reviewing our policies with respect to risk assessment and risk management, including overseeing management of financial accounting and reporting and compliance risks, and steps undertaken by management to control these risks. The Board has direct oversight of operational and strategic risks while the Compensation Committee addresses compensation, talent management and succession planning related risks. For a more detailed discussion of the oversight of risk management, see "—Oversight of Risk Management."
All members of the Audit Committee are Independent Directors under the Board's Director Independence Criteria and applicable SEC and NYSE listing standards. The Board in its business judgment has determined that all members of the Audit Committee are financially literate, knowledgeable and qualified to review financial statements in accordance with applicable listing standards. The Board has also determined that V. Ann Hailey, Michael J. Williams and Sherry M. Smith are audit committee financial experts within the meaning of applicable SEC rules.

 
Compensation Committee
The purpose of the Compensation Committee is to:
oversee management compensation policies and practices, including, without limitation, reviewing and approving, or recommending to the Board:
the compensation of our CEO and other executive officers;
management incentive policies and programs;
equity compensation programs; and
stock ownership and clawback policies;
review and make recommendations to the Nominating and Corporate Governance Committee with respect to the compensation of and reimbursement and stock ownership policies for Directors;
provide oversight concerning selection of officers and severance plans and policies;
review and discuss with management the Company's compensation discussion and analysis that is included in this proxy statement; and
no less frequently than annually review the talent development and succession plans for the Company's executive officers (other than the CEO) and key individuals within the Company's senior leadership group (officers who report to the CEO's direct reports) and make recommendations to the Board as appropriate regarding possible successors for these positions.
For additional information regarding the Compensation Committee's processes and procedures, see below under Executive Compensation—Compensation Discussion and Analysis—Role of Committee, Advisors and Executives in Setting Executive Compensation.
All of the members of the Compensation Committee are Independent Directors under the Board's Director Independence Criteria and applicable NYSE listing standards. Each member of the Compensation Committee is a “non-employee” Director as defined in the Securities Exchange Act of 1934, as amended, and is an “outside director” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended.

 
 
 
 
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Nominating and Corporate Governance Committee
The principal duties and responsibilities of our Nominating and Corporate Governance Committee include the following:
implementation and review of criteria for membership on our Board and its committees;
identification and recommendation of proposed nominees for election to our Board and membership on its committees;
development, and recommendation to our Board, of principles regarding corporate governance and related matters (including management succession planning);
review, and recommendation to our Board, of compensation, reimbursement and stock ownership policies for Directors; and
overseeing the evaluation of the Board.
 
All of the members of the Nominating and Corporate Governance Committee are Independent Directors under the Board's Director Independence Criteria and applicable NYSE listing standards.
Technology and Data Committee
The principal duties and responsibilities of our Technology and Data Committee are to assist the Board in fulfilling its oversight responsibilities with respect to the role of technology and data in executing the business strategy of the Company including, but not limited to:
technology and data strategy and performance;
major investments in technology and data projects (including, technology infrastructure and the development of products and services); and
technology trends.
All of the members of the Technology and Data Committee are Independent Directors under the Board's Director Independence Criteria and applicable NYSE listing standards.

 
Committee Membership
The following chart provides the membership of our standing committees in 2018:
Director(1)
 
Audit
Committee
 
Compensation
Committee
 
Nominating & Corporate Governance Committee
 
Technology and Data Committee
Fiona P. Dias
 
 
M
 
 
M
Matthew J. Espe
 
 
M
 
M
 
V. Ann Hailey
 
C
 
 
M
 
Bryson R. Koehler(2)
 
 
 
 
M
Duncan L. Niederauer
 
 
C
 
 
M
Enrique Silva
 
M
 
 
 
Sherry M. Smith
 
M
 
 
M
 
Chris Terrill
 
 
 
 
C
Michael J. Williams
 
M
 
M
 
C
 
Meetings held during 2018
 
12
 
6
 
5
 
1
_______________
M = Member    C = Chair
(1)
Each member of each Committee is an Independent Director.
(2)
Mr. Koehler joined the Board and became a member of the Technology & Data Committee on January 7, 2019.
During 2018, the Board held eleven meetings. Each Director nominated for election attended at least 75% of the aggregate total number of meetings of the Board and the committees of the Board on which the Director served.
 
Directors fulfill their responsibilities not only by attending Board and committee meetings and review of meeting materials, but also through communication with the Independent Chairman and the CEO and other members of management relative to matters of mutual interest and concern to Realogy Holdings.

 
 
 
 
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In addition, individual Directors arrange periodic visits to the Company's offices where they meet with members of management to gain a deeper understanding of Company operations. Directors have also attended conferences and other strategic events.
 
Board Leadership Structure
Michael J. Williams became our Independent Chairman on December 31, 2017. Mr. Williams previously served as the Board's Lead Independent Director and has been a Director since 2012.
The Board has no fixed policy on the separation of the CEO and Chairman roles and our Bylaws allow for these roles to be either combined or separated. This flexibility allows our Board to choose a different Board leadership structure if and when it believes it is in the best interests of the Company based on current circumstances. In making this determination, the Board considers a number of factors, including the position and direction of the Company, the specific needs of our business, and the constitution of the Board and management team.
The Board currently believes that the separation of the CEO and Chairman roles is the most appropriate leadership structure for the Company at this time, as it allows Mr. Schneider to focus on the day-to-day management of the business and on executing our strategic priorities, while allowing Mr. Williams to focus on leading the Board, providing its advice and counsel to Mr. Schneider, and facilitating the Board’s independent oversight of management.
The Board will continue to regularly review its leadership structure and exercise its discretion in recommending an appropriate and effective framework on a case-by-case basis, taking into consideration the needs of the Board and the Company at such time.
In his capacity as Independent Chairman of the Board, Mr. Williams:
presides at all meetings of the Board and stockholders;
acts as an adviser to Mr. Schneider on strategic aspects of the CEO role with regular consultations on major developments and decisions germane to the Board's oversight responsibilities;
serves as a liaison between the CEO and the other members of the Board, including providing feedback to the CEO from the other members of the Board after each meeting of the Board;
 
coordinates with Directors between meetings and encourages and facilitates active participation of all Directors;
sets Board meeting schedules and agendas in consultation with the CEO and corporate secretary;
reviews Board materials, including drafts of key presentations and consultations with members of senior management;
has the authority to call meetings of the Independent Directors or of the entire Board; and
monitors and coordinates with management on corporate governance issues and developments.

 
Strategic Planning
Our Board has spent a substantial amount of time working with management to refine Realogy's mid- and long-term strategic planning process. In addition the Board spends significant attention to our near-term objectives, such as efforts focused on market position, growth and improving operating effectiveness.
The Board receives updates on our strategy at each regular Board meeting and holds an annual two-day meeting focused exclusively on strategy. These strategic meetings focus on core aspects of our business as well as our competitive position in light of emerging and existing competitive trends.
We are cognizant of the changing competitive landscape and the growing influence of technology on the real estate industry, and our strategic vision for the Company has been underscored by a commitment to being on the leading edge of innovation and technology. To further this strategic focus, management and the Board have:
formed the Technology and Data Committee to oversee the role of technology and data in executing Realogy's business strategy, in August 2018;
added Bryson Koehler, an experienced technology executive, to the Board of Directors, in January 2019; and
hired new executive talent, including a Chief Technology Officer, in January 2018.

 
 
 
 
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Succession Planning
The Board is responsible for the development, implementation and periodic review of a succession plan for our Chief Executive Officer and each member of the senior leadership team, which we call the Executive Committee. The Executive Committee includes the Chief Financial Officer, the Chief Executive Officer of each of the four business units, the Chief Technology Officer, the Chief Human Resources Officer and the General Counsel. The Board works with the Compensation Committee (and, as appropriate, the Nominating and Corporate Governance Committee) with respect to the Company's programs and plans in the areas of talent development and succession planning and the November 2018 meeting of the Board were focused on these areas.
In addition to the successful recruitment of Mr. Schneider in October 2017, Mr. Schneider, in consultation with, and approval by, the Board, made a number of key changes to the Executive Committee in 2018, including those described in the Proxy Summary section of the Compensation Discussion and Analysis.
The Board has an emergency succession plan in the event of an unexpected disability or inability of our Chief Executive Officer to perform his duties.
 
Oversight of Risk Management
The Board has an active role, as a whole and also at the committee level, in overseeing management of our risks. The Board focuses on the key risks facing us and our risk management strategy and seeks to ensure that risks—inherent and undertaken by us—are consistent with a level of risk that is appropriate for our Company and the achievement of our business objectives and strategies.
Realogy's enterprise risk management (“ERM”) program recognizes the framework issued in 2004 by the Committee of Sponsoring Organizations of the Treadway Commission, as well as the 2017 update issued by the same, but our Company has fashioned a process that integrates our specific goals and objectives.
A Risk Management Committee, comprised of key members of management, meets regularly to identify, monitor, mitigate, and manage the risks the Company faces. Our Chief Ethics & Compliance Officer and Chief Audit Executive reports directly to the Audit Committee and facilitates our ERM program.
 
On a regular basis, management presents to the Board, or the applicable Board committees, a comprehensive review of the Company’s ERM processes. The presentations include a review of the Company's risk assessment and risk management policies as well as updates on key risks that have been identified and assessed during the year and the strategies management has developed for managing them.
During 2018, these topics included the Company's potential exposure to risks related to capital structure, third-party relationships, cybersecurity, strategy as well as macroeconomic factors and operational matters.
Throughout the year, at other meetings of the Board and, as applicable, Board committees, senior management presents updates on specific Company risks and trends, including emerging and existing competitive trends. In the course of reviewing the Company’s strategic initiatives throughout the year, and in one in-depth two-day meeting devoted solely to strategy, the Board considers whether the strategies are appropriately aligned to mitigate the risks identified in the ERM process as well as to act upon opportunities intended to keep the Company well-positioned for the future.
The Board and the applicable Board committees regularly review information regarding, and risks associated with, our finances, credit, liquidity, operations, legal and regulatory obligations, talent development, information technology (including cybersecurity risks) and business strategy, including measures management has taken and will take to mitigate risks.
The Audit Committee is charged with reviewing our policies with respect to risk assessment and risk management, including overseeing management of financial accounting and reporting and compliance risks, and steps undertaken by management to mitigate these risks to an acceptable level. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation. The Nominating and Corporate Governance Committee oversees the management of risks associated with the independence of the Board, the reputation of the Company and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of risks, the entire Board is regularly informed about our risks through committee reports and management presentations.

 
 
 
 
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As part of its oversight of the Company's executive compensation program, the Compensation Committee annually considers the impact of the Company's executive compensation program, and the incentives created by the compensation awards that it administers, on the Company's risk profile and risks related to succession planning and talent management.
In addition, the Company reviews all of its compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a material risk to the Company.
To assist the Compensation Committee in its assessments of the Company's compensation risk profile, Internal Audit assessed the reasonableness of the criteria and assumptions that are used by the Company to identify the risks associated with the Company's material incentive-based compensation programs. Our Chief Human Resources Officer evaluated the results. Multiple factors were considered as part of Internal Audit's assessment, including incentive compensation criteria and payment limits, compensation mix, number of participants and risk mitigation factors. The results of the validation procedures were presented by Internal Audit to both management and the Compensation Committee. The Compensation Committee considered the results in making its determinations regarding the Company's executive compensation program and its compensation policies and procedures.
Based on these reviews and procedures, the Company has concluded that its compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company.
While the Board and the committees oversee our risk management, our CEO and other senior management (including the Risk Management Committee) are primarily responsible for day-to-day risk management analysis and mitigation and report to the full Board or the relevant committee regarding risk management. We believe this division of responsibility is the most effective approach for addressing our risk management.
 
 
Executive Sessions of Independent Directors
The Independent Directors meet regularly without any members of management present. During 2018, Michael Williams, the Independent Chairman of the Board chaired these sessions.
Committees of the Board also regularly hold executive sessions without management present. These sessions are led by the Committee Chairs.
 
Communications with the Board and Directors
Stockholders and other parties interested in communicating directly with the Board, an individual Independent Director or the Independent Directors as a group may do so by writing our Corporate Secretary at Realogy Holdings Corp., 175 Park Avenue, Madison, New Jersey 07940. The Corporate Secretary will forward the correspondence only to the intended recipients. However, prior to forwarding any correspondence, the Corporate Secretary will review it and, in her discretion, not forward correspondence deemed to be of a commercial nature or otherwise not appropriate for review by the Directors.
 
Director Attendance at Annual Meeting of Stockholders
As provided in the Board's Corporate Governance Guidelines, Directors are expected to attend our annual meeting of stockholders absent exceptional cause. All of our then-serving Directors attended the 2018 Annual Meeting of Stockholders, other than Mr. Alvarez who did not stand for reelection.

 
 
 
 
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Code of Business Conduct and Ethics
Our Board has adopted a code of ethics (the "Code of Conduct") which applies to all officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The Code of Conduct is available on the Governance page of Realogy's website at www.realogy.com. The purpose of the Code of Conduct is:
to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
to promote full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by the Company;
to protect Company information and assets; and
to promote compliance with all applicable laws, rules and regulations that apply to the Company and its officers.
The Board has adopted a Code of Business Conduct and Ethics for Directors with ethics guidelines specifically applicable to Directors. The Code of Business Conduct and Ethics for Directors is available on the Governance page of Realogy's website at www.realogy.com.
 
 
 
 
 
Ethisphere® Institute, the leading international business ethics think-tank, has recognized us as one of the World's Most Ethical Companies in each of the past eight years.
 
 
 
Copies of the Code of Conduct and the Code of Business Conduct and Ethics for Directors may also be obtained free of charge by writing to our Corporate Secretary. We will disclose on our website any amendment to or waiver from a provision of our Code of Conduct that applies to our CEO, CFO or Chief Accounting Officer.
 
 
Compensation of Directors
Independent Directors receive compensation for Board service designed to compensate them for their Board responsibilities and align their interests with the long-term interests of stockholders.
The Board has established guidelines with respect to the compensation of our Directors. These guidelines designate a portion of the compensation of our Directors to be paid in restricted stock unit awards.
The Compensation Committee undertakes an annual review of the competitiveness of the compensation paid to the Company's Directors, and receives advice from its independent compensation consultant on market comparables. See Compensation Discussion & Analysis—Role of Committee, Advisors and Executives in Setting Executive Compensation on page 61 of this proxy statement. The Compensation Committee recommends changes, if any, to the Nominating and Corporate Governance Committee, which in turn makes recommendations to the Board.
In May 2018, the Compensation Committee's independent compensation consultant presented its review of the competitiveness of the compensation paid to independent Directors, advising that such compensation was slightly below median of the peer group. The Compensation Committee determined to recommend that no changes be made Director compensation in 2018.
The Board is subject to stock ownership guidelines for Directors as discussed under Governance of the Company—Independent Director Stock Ownership Guidelines on page 21 pursuant to which the Independent Directors must retain a meaningful portion of their equity compensation.

 
 
 
 
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The following table sets forth the compensation for services payable to our Directors as of December 31, 2018:
 
Compensation(1)
Annual Director Retainer(2)
$
215,000

Annual Independent Chairman of the Board Retainer(3)
400,000

Audit Committee Chair Retainer
20,000

Audit Committee Member Retainer
15,000

Compensation Committee Chair Retainer
15,000

Compensation Committee Member Retainer
10,000

Nominating and Corporate Governance Committee Chair Retainer
10,000

Nominating and Corporate Governance Committee Member Retainer
7,500

Technology and Data Committee Chair Retainer
10,000

Technology and Data Committee Member Retainer
7,500

_______________
(1)
Members of the Board who are also officers or employees of Realogy Holdings or its subsidiaries (e.g., our CEO) do not receive compensation for serving as Directors. A Chair of a committee receives a Chair fee as well as a fee as a member of that committee.
(2)
The annual Director retainer (the "Annual Director Retainer") is paid as follows: $75,000 in cash, payable in quarterly installments, and $140,000 in the form of restricted stock units (rounded up to the nearest share) or, in the case of a new Director appointed in between annual meetings of stockholders, the award is pro-rated for the period between the date of grant and the first anniversary of the immediately preceding annual meeting of stockholders. The restricted stock units vest one year following the date of grant.
The Independent Chairman of the Board is not entitled to receive the Annual Director Retainer, but is entitled to the Annual Independent Chairman Retainer described in footnote (3).
(3)
The Independent Chairman of the Board receives an annual fee comprised of $150,000 in cash, payable in quarterly installments, and $250,000 in the form of restricted stock units, vesting on the first anniversary of the grant date (the "Annual Independent Chairman Retainer"). The Independent Chairman of the Board is not entitled to receive the Annual Director Retainer described in footnote (2).

Cash fees are paid in advance on a quarterly basis on the first day of a quarter and the stock portion of the Annual Retainer and Annual Independent Chairman Retainer is granted immediately following the annual meeting of stockholders (or in the case of Directors joining the Board between annual meetings, on or about the date they are appointed to the Board). Directors may elect to receive fully vested shares of common stock in lieu of cash.
A Director may also defer cash fees and eligible equity awards, including restricted stock units, under the Realogy Director Deferred Compensation Plan. Cash fees deferred will be in the form of deferred stock units settleable in shares of our common stock; the number of deferred stock units issuable in connection with a deferral of cash fees is calculated by dividing the amount of the deferred cash fees by the fair market of our common stock on the date of grant. Deferred stock units accrue dividend
 
equivalent units, the value of which are factored into the grant date fair value. Generally, a Director's deferral will be paid on a fixed date elected by the Director, or, if earlier, on the first anniversary following a Director's separation from service for elections made prior to December 11, 2014 or on the last business day of the quarter following a Director's separation of service for elections made on or after December 11, 2014. A Director may elect to receive deferred payments in a single lump-sum payment or payments over time.
A Director who serves on our Board does not receive any additional compensation for service on the Board of Directors of our subsidiaries.
We reimburse Independent Directors for all travel and other expenses incurred in connection with attending Board and Committee meetings and for continuing director education programs they attend.

 
 
 
 
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The following sets forth information concerning the compensation of our Independent Directors in 2018:
Name
Fees Earned or Paid in Cash
($)(1)
Stock
Awards
($)(2)(3)
Total
($)
Fiona P. Dias
92,500

140,005

232,505

Matthew J. Espe
88,125

140,005

228,130

V. Ann Hailey
117,500

140,005

257,505

Duncan L. Niederauer
103,125

140,005

243,130

Enrique Silva*
37,500

105,013

142,513

Sherry M. Smith
93,125

140,005

233,130

Chris Terrill
82,292

140,005

222,297

Michael J. Williams
192,517

250,000

442,517

Raul Alvarez*
30,833


30,833

_______________
*    Mr. Alvarez did not stand for reelection at the 2018 Annual Meeting. Mr. Silva joined the Board on August 1, 2018.
Bryson Koehler did not join our Board until January 2019 and is not included in the table above.
(1)
For Mr. Williams includes fees earned in cash for first quarter 2018, but paid in fully-vested shares of our common stock.
(2)
The amounts reported in the "Stock Awards" column include, for each director, the grant date fair value of restricted stock unit awards granted to each Director in 2018, representing the equity portion of the Director's retainer.
Restricted stock units accrue dividend equivalent units, the value of which are factored into the grant date fair value. Dividend equivalent units vest on the same terms as the underlying restricted stock units.
The grant date fair value of equity awards granted in 2018 are computed in accordance with FASB ASC Topic 718. The assumptions we used in determining the grant date fair value are described in Note 12, "Stock-Based Compensation" to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.
(3)
As of December 31, 2018, each of the Independent Directors held the following outstanding equity awards:
Name
Aggregate RSU Awards (#)
Option Awards (#)
Fiona P. Dias
5,705


Matthew J. Espe
6,825


V. Ann Hailey
5,705

15,364

Duncan L. Niederauer
6,764


Enrique Silva
4,431

 
Sherry M. Smith
5,705


Chris Terrill
6,925


Michael J. Williams
9,461

9,573


 
 
 
 
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Independent Director Stock Ownership Guidelines
During the Board's 2018 Investor Outreach Program, certain stockholders stressed the importance of stock ownership by management and Board members. In order to further strengthen the linkage with stockholders, the Board increased the stock ownership guidelines applicable to each Independent Director, effective November 2018.
As amended, each Independent Director is required to beneficially own an amount of our stock equal to the greater of:
$500,000; or
at least five times the cash portion of the annual Director retainer (or $375,000 based upon the current $75,000 cash portion of the annual retainer).
In addition, the Board eliminated vested stock options as counting toward the stock ownership requirement. Shares of Realogy common stock, deferred stock units, and unvested restricted stock units count as stock ownership.
 
 
 
 
 
 
None of our current Directors has ever sold a share of Realogy stock
 
 
 
Directors must satisfy the increased stock ownership guidelines by November 2019 or, if later, within five years of joining the Board. If the guideline levels are not achieved by the compliance deadline, 100% of net shares received from the exercise of stock options or the vesting of any full value award must be retained until compliance is achieved.
As of December 31, 2018, Ms. Hailey and Messrs. Niederauer and Williams met the increased ownership guidelines and all other Independent Directors are on track to satisfy the increased stock ownership requirement within the compliance period.
The following table describes each Independent Director's progress toward achievement of the stock ownership guidelines as of December 31, 2018.
Name(1)
Shares of
Common
Stock (#)
RSU
Awards
(#)(2)
Deferred
Stock Units
 (#)(2)
Total Ownership Value ($)(3)
Deadline
for
Compliance
Fiona P. Dias

5,705

18,375

$
409,601

November 2019
Matthew J. Espe
5,148

6,825

5,251

292,980

August 2021
V. Ann Hailey
19,694

5,705

9,185

588,274

November 2019
Duncan L. Niederauer
34,138

6,764


695,743

January 2021
Sherry M. Smith
4,253

5,705

10,617

349,981

December 2019
Enrique Silva
5,500

4,431


168,926

August 2023
Chris Terrill
11,117

6,925


306,894

July 2021
Michael J. Williams
40,041

9,461


842,029

November 2019
______________
(1)
Bryson R. Koehler became a Director in January 2019 and is not include in the table above.
(2)
Includes accrued dividend equivalent units through December 31, 2018.
(3)
Calculated based on average closing sale price for the 20 trading days immediately prior to the December 31, 2018 measurement date.

 
Section 16(a) Beneficial Ownership Reporting Compliance
Our Directors and executive officers and our ten percent stockholders are required to file with the SEC
 
reports of ownership and changes in ownership of our common stock. All 2018 reports were filed on time.

 
 
 
 
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Ownership of Our Common Stock
The following table sets forth information regarding the beneficial ownership of our common stock as of March 12, 2019 by (i) each person known to beneficially own more than 5% of our common stock, (ii) each of our named executive officers, (iii) each member of the Board and (iv) all of our executive officers and members of the Board as a group. At March 12, 2019, there were _____________ shares of common stock outstanding.
The amounts and percentages of common stock beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the voting of such security, or "investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also deemed
 
to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he or she has no economic interest.
Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.
See prior page for a description of the Stock Ownership Guidelines applicable to our independent Directors, which shows achievement against guideline levels and includes deferred stock units held by our Directors (which are not reflected in the table below).

Name of Beneficial Owner
Amount and Nature of Beneficial Ownership of Common Stock
Percentage of Common Stock
The Vanguard Group (1)
17,328,952

15.3%
EdgePoint Investment Group Inc.(2)
16,109,181

14.2%
BlackRock, Inc.(3)
11,039,793

9.7%
T. Rowe Price Associates, Inc.(4)
10,530,391

9.3%
Tremblant Capital Group (5)
10,027,176

8.8%
Southeastern Asset Management, Inc.(6)
9,515,613

8.4%
Okumus Fund Management Ltd.(7)
7,622,378

6.7%
Canada Pension Plan Investment Board (8)
7,600,000

6.7%
Dimensional Fund Advisors LP (9)
7,355,998

6.5%
Ryan M. Schneider (10)
147,722

*
David L. Gordon (11)
14,032

*
John W. Peyton (12)
42,973

*
Marilyn Wasser (13)
270,639

*
Timothy B. Gustavson (14)
14,191

*
Anthony E. Hull (15)
455,136

*
Enrique Silva (16)
5,500

*
Fiona P. Dias (17)

*
Matthew J. Espe (18)
8,001

*

 
 
 
 
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Name of Beneficial Owner
Amount and Nature of Beneficial Ownership of Common Stock
Percentage of Common Stock
V. Ann Hailey (19)
35,058

*
Bryson R. Koehler (20)

*
Duncan L. Niederauer (21)
40,899

*
Sherry M. Smith (22)
4,247

*
Chris Terrill (23)
17,536

*
Michael J. Williams (24)
59,071

*
Directors and executive officers as a group (19 persons) (25)
1,404,714

1.2%
_______________
 *
Less than one percent.
(1)
The information in the table is based solely upon Amendment No. 6 to Schedule 13G filed by such person with the SEC on February 12, 2019. The principal address for The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Vanguard reported sole voting power over 60,059 shares of common stock, sole dispositive power over 17,266,829 shares of common stock, shared voting power over 17,100 shares of common stock and shared dispositive power over 62,123 shares of common stock.
(2)
The information in the table is based solely upon Amendment No. 3 to Schedule 13G jointly filed by EdgePoint Investment Group Inc. and EdgePoint Global Portfolio (together, "EdgePoint") with the SEC on February 13, 2019. The principal address for EdgePoint is 150 Bloor Street W Suite 500, Toronto, Ontario M5S 2X9, Canada. EdgePoint Investment Group reported shared voting and dispositive power over all 16,109,181 shares of common stock and EdgePoint Global Portfolio reported shared voting and dispositive power over 8,996,707 shares of common stock.
(3)
The information in the table is based solely upon Schedule 13G filed by such person with the SEC on February 8, 2019. The principal address for Blackrock, Inc is 55 East 52nd Street New York, NY 10055. Blackrock, Inc. reported sole voting power over 10,517,648 shares of common stock and sole dispositive power over all 11,039,793 shares of common stock.
(4)
The information in the table is based solely upon Amendment No. 1 to Schedule 13G jointly filed by T. Rowe Price Associates and T. Rowe Price Mid-Cap Value Fund, Inc. (together, "T. Rowe Price") with the SEC on February 14, 2019. The principal address for T. Rowe Price is 100 E. Pratt Street, Baltimore, MD 21202. T. Rowe Price Associates, Inc. reported sole voting power over 3,123,615 shares of common stock and sole dispositive power over all 10,530,391 shares of common stock and T. Rowe Price Mid-Cap Value Fund, Inc. reported sole voting power over 7,327,000 shares of common stock.
(5)
The information in the table is based solely upon Schedule 13G filed by such person with the SEC on February 14, 2019. The principal address for Tremblant Capital Group is 767 Fifth Avenue New York, New York 10153. Tremblant Capital Group reported sole voting and dispositive power over all 10,027,176 shares of common stock.
(6)
The information in the table is based solely upon Schedule 13G jointly filed by such person, Longleaf Partners Small-Cap Fund and O. Mason Hawkins, individually with the SEC on February 14, 2019. The principal address for all such filers is 6410 Poplar Ave., Suite 900 Memphis, TN 38119. Southeastern Asset Management, Inc. reported shared voting power over 9,135,453 shares of common stock, sole dispositive power over 83,363 shares of common stock and shared dispositive power over 9,432,250 shares of common stock and Longleaf Partners Small-Cap Fund reported shared voting and dispositive power over 9,135,453 shares of common stock. Mr. Hawkins disclaims direct or indirect control over the shares.
(7)
The information in the table is based solely upon Amendment No 1. to Schedule 13G jointly filed by such person and Okumus Opportunistic Value Fund, Ltd. and Ahmet H. Okumus with the SEC on February 14, 2019. The principal address for Okumus Fund Management Ltd. and Ahmet H. Okumus is 767 Third Avenue, 35th Floor, New York, NY 10017 and the principal address for Okumus Opportunistic Value Fund, Ltd. is Craigmuir Chambers, P.O. Box 71, Road Town, Tortola VG 1110, British Virgin Islands. The reporting persons reported shared voting and dispositive power over all 7,622,378 shares of common stock.
(8)
The information in the table is based solely upon Schedule 13G filed by such person with the SEC on February 7, 2019. The principal address for Canada Pension Plan Investment Board is One Queen Street East, Suite 2500, Toronto, Ontario M5C 2W5 Canada. Canada Pension Plan Investment Board reported sole voting and dispositive power over all 7,600,000 shares of common stock.
(9)
The information in the table is based solely upon Schedule 13G filed by such person with the SEC on February 8, 2019. The principal address for Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road Austin, Texas, 78746.

 
 
 
 
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Dimensional Fund Advisors LP reported sole voting power over 7,086,803 shares of common stock and sole dispositive power over all 7,355,998 shares of common stock.
(10)
Includes 117,976 shares of common stock underlying options. Does not include 787,458 shares of common stock underlying options, 202,172 shares of common stock subject to restricted stock unit awards and shares issuable under performance share unit awards that do not become exercisable or issuable within 60 days of March 12, 2019.
(11)
Includes 4,564 shares of common stock underlying options. Does not include 59,936 shares of common stock underlying options, 49,805 shares of common stock subject to restricted stock unit awards and shares issuable under performance share unit awards that do not become exercisable or issuable within 60 days of March 12, 2019.
(12)
Includes 31,415 shares of common stock underlying options. Does not include 156,529 shares of common stock underlying options, 57,847 shares of common stock subject performance restricted stock unit awards and restricted stock unit awards or shares issuable under performance share unit awards that do not become exercisable or issuable within 60 days of March 12, 2019.
(13)
Includes 184,167 shares of common stock underlying options. Does not include 124,251 shares of common stock underlying options, 43,919 shares of common stock subject to performance restricted stock unit awards and restricted stock unit awards, 11,682 shares issuable under deferred stock units or shares issuable under performance share unit awards that do not become exercisable, issuable or settleable within 60 days of March 12, 2019.
(14)
Includes 8,225 shares of common stock underlying options. Does not include 17,474 shares of common stock subject to restricted stock unit awards or shares issuable under performance share unit awards that do not become issuable within 60 days of March 12, 2019.
(15)
Includes 310,082 shares of common stock underlying options. Does not include 81,286 shares of common stock underlying options, 25,215 shares of common stock subject to performance restricted stock unit awards and restricted stock unit awards or shares issuable under performance share unit awards that do not become exercisable or issuable within 60 days of March 12, 2019
(16)
Does not include 4,431 shares subject to vesting under a restricted stock unit award.
(17)
Does not include 24,080 shares issuable under deferred stock units that will not become settleable within 60 days of March 12, 2019.
(18)
Includes 2,853 shares subject to vesting under a restricted stock unit award. Does not include 9,982 shares issuable under deferred stock units that will not vest or become settleable within 60 days of March 12, 2019.
(19)
Includes 15,364 shares of common stock underlying options. Does not include 14,890 shares issuable under deferred stock units that will not become settleable within 60 days of March 12, 2019.
(20)
Does not include 2,726 shares subject to vesting under a restricted stock unit award.
(21)
Includes 5,705 shares subject to vesting under a restricted stock unit award.
(22)
Does not include 16,322 shares issuable under deferred stock units that will not vest or become settleable within 60 days of March 12, 2019.
(23)
Includes 5,705 shares subject to vesting under a restricted stock unit award. Does not include 1,220 shares of common stock subject to a restricted stock unit award that will not vest within 60 days of March 12, 2019.
(24)
Includes 9,573 shares of common stock underlying options.
(25)
Includes or excludes, as the case may be, shares of common stock as indicated in the preceding footnotes. In addition, with respect to our other executive officers who are not named executive officers, this amount includes 191,296 shares of common stock underlying options. Does not include with respect to such other executive officers 281,961 shares of common stock issuable upon exercise of options, 122,083 shares subject to restricted stock unit and performance restricted stock unit awards, or shares issuable under performance share unit awards that do not become exercisable or issuable within 60 days of March 12, 2019.

 
 
 
 
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http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12762044&doc=17
PROPOSAL 1:
ELECTION OF DIRECTORS
 
Process for Nominating Directors
The Nominating and Corporate Governance Committee of our Board, which we refer to in this "Election of Directors" section as the "Committee," is responsible for identifying, recruiting, evaluating and recommending to the Board nominees for election at the Annual Meeting.
Identification and Evaluation Process. The process for identifying and evaluating nominees to the Board is initiated by Committee and Board discussions concerning the skills and competencies of the current membership of the Board. While the Board does not have any mandatory policies with respect to rotation of Committee assignments or chairs, its process for identifying and evaluating nominees does take into account the periodic rotations of committee chairs and committee members. Its process also seeks to address both short-term and longer-term needs of the Board. Once the need for a new Director has been determined, the Board begins a process to identify a candidate who meets the criteria for selection as a nominee and has the specific qualities or skills being sought based on input from members of the Board, management, stockholders or others and, if the Committee deems appropriate, a third-party search or board advisory firm. To help the Committee determine whether Director nominees qualify to serve on our Board and would contribute to the Board's current and future needs, candidates undergo a series of interviews with, and evaluations by, the CEO, the Chair of the Committee and generally one or more other members of the Committee. In addition, candidates complete questionnaires regarding their backgrounds, qualifications, skills and potential conflicts of interest. Candidates are evaluated by the Committee by reviewing the candidates' biographical information and qualifications and checking the candidates' references. Using the input from the interviews and other information it has obtained, the Committee evaluates whether the prospective candidate is qualified to serve as a Director and whether the Committee should recommend to the Board that the Board nominate the prospective candidate for election by the stockholders or to fill a vacancy on the Board.
 
Stockholder Nominations and Bylaw Procedures. The Committee will consider written recommendations from stockholders for nominees for Director. Recommendations for Director candidates should be submitted to the Committee, c/o the Corporate Secretary, and include at least the following: name of the stockholder and evidence of such person's ownership of our common stock, number of shares owned and the length of time of ownership, name of the candidate, the candidate's resume or a listing of his or her qualifications to be a Director and the candidate's consent to be named as a Director if selected by the Committee and nominated by the Board.
Assuming that appropriate biographical and background material has been provided on a timely basis, the Committee will use a substantially similar evaluation process as described herein for candidates recommended by stockholders as it follows for candidates identified by Directors or management to evaluate nominees for Director recommended by stockholders.
Stockholders also have the right under our Bylaws to directly nominate director candidates.
Qualifying stockholders may also use the proxy access provisions of our Bylaws to nominate director candidates. See Stockholder Proposals and Nomination of Directors for additional information.
General Qualifications. The Board believes all Directors should possess certain personal characteristics, including personal and professional integrity, substantial professional achievement, sound business judgment and vision, to serve on our Board. We believe these characteristics are necessary to establish a competent, ethical and well-functioning Board that best represents the interests of our business, stockholders, employees, business partners and consumers. Under our Corporate Governance Guidelines (the "Guidelines"), when evaluating the suitability of individuals for nomination, the Committee seeks individuals from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise relevant to Realogy. The Committee takes into account many factors, including but not limited to: the individual's general understanding of the varied disciplines relevant to the

 
 
 
 
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success of a mid-cap publicly traded company in today's business environment; understanding of the real estate market and/or an understanding of other relevant business models (e.g., franchising and businesses that have a focus on branding); professional expertise and educational background; experience as a director of a publicly-traded company; and other factors described below. The Committee also considers an individual's ability to devote sufficient time and effort to fulfill his or her Realogy responsibilities, taking into account the individual's other commitments. In addition, the Committee considers whether an individual meets various independence requirements, including whether his or her service on boards and committees of other organizations is consistent with our conflicts of interest policy, and when searching for a candidate to serve on the Audit Committee, financial expertise.
When determining whether to recommend a Director for re-election, the Committee also considers the Director's attendance at Board and committee meetings and participation in, and contributions to, Board and committee activities. In addition, under the Guidelines, the Committee generally will not recommend, and the Board will not approve, the nomination for re-election of an Independent Director who has reached the age of 75, unless the Committee, on an annual basis, waives or continues to waive, the mandatory age limitation. An employee Director must offer his or her resignation from the Board upon ceasing to be a Realogy officer though the Committee has the discretion as to whether or not it should accept the resignation.
Diversity. The Guidelines provide that the Committee will consider factors that promote diversity of views and experience when evaluating the suitability of individuals for nomination. While we have no formal written policy regarding what specific factors would create a diversity of views and experience, the Committee recognizes diversity's benefit to the Board and Realogy, as varying viewpoints contribute to a more informed and effective decision-making process.
As shown in the table on the next page, our current Directors have varied experiences, backgrounds and personal characteristics, which ensure that the Board will have diverse viewpoints, enabling it to effectively represent our business, stockholders, employees, business partners and consumers:
five Directors (including our CEO) are current or former chief executive officers or presidents of mid- or large-cap publicly traded companies;
two Directors are former chief financial or chief accounting officers of publicly traded companies;
 
seven Directors have technology and/or digital marketing experience;
three Directors have significant industry or franchise knowledge;
three Directors are women;
one Director is Hispanic;
one Director is Asian; and
the age range for the Directors is 43 to 68.
Annual Board and Committee Evaluations. The Committee conducts annual evaluations of the Board, the Board's committees and individual Directors that assess the experience, skills, qualifications, diversity and contributions of each individual and of the group as a whole.
The results are reported to and discussed with the Chairman of the Board and the Chair of each Board committee, who in turn present and discuss the results with the full Board or applicable committee. The evaluations assess the effectiveness of the Board and its committees and identify areas in which the applicable governing body could enhance its performance.
Individual Skills and Experience. When evaluating potential Director nominees, the Committee considers each individual's professional expertise and educational background in addition to the general qualifications. The Committee evaluates each individual in the context of the Board as a whole. The Committee works with the Board to determine the appropriate mix of backgrounds and experiences that would establish and maintain a Board that is strong in its collective knowledge, allowing the Board to fulfill its responsibilities, represent our stockholders' interests and best perpetuate our long-term success.
The Committee regularly communicates with the Board to identify characteristics, professional experience and areas of expertise that will help meet specific Board needs, including:
operating experience as current or former executives, which gives Directors specific insight into, and expertise that fosters active participation in, the development and implementation of our operating plan and business strategy;
leadership experience, as Directors who have served in important leadership positions possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others;

 
 
 
 
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accounting, financial and/or capital markets expertise, which enables Directors to analyze our financial statements, capital structure and complex financial transactions and oversee our accounting and financial reporting processes;
technology and/or digital marketing experience, which provides Directors with a platform to consider strategic marketing initiatives and innovation opportunities;
industry knowledge, which assists in understanding and reviewing our business strategy; and
 
public company board and corporate governance experience at mid-cap or large publicly traded companies, which provides Directors with a solid understanding of their extensive and complex oversight responsibilities—including risk management and strategic planning—and furthers our goals of greater transparency, accountability for management and the Board and protection of stockholders' interests.

The following table highlights each current Director's specific skills, knowledge and experiences. A particular Director may possess other skills, knowledge or experience even though they are not indicated below.
Director Nominees
Director Since
Industry/ Franchise
Operating
Leadership
Accounting
and
Financial
Technology
and
Digital Marketing
Public
Company
Board/Corporate Governance
Fiona P. Dias
2013
 
x
x
 
x
x
Matthew J. Espe
2016
 
x
x
 
 
x
V. Ann Hailey
2008
 
x
x
x
x
x
Bryson R. Koehler
2019
 
 
x
 
x
 
Duncan L. Niederauer
2016
 
x
x
x
x
x
Ryan M. Schneider
2017
 
x
x
x
x
 
Enrique Silva
2018
x
x
x
x
 
 
Sherry M. Smith
2014
 
 
x
x
 
x
Chris Terrill
2016
x
x
x
 
x
x
Michael J. Williams
2012
x
x
x
x
x
x
The Board believes that all of the Directors are highly qualified. As the table shows, the Directors have leadership and professional experience, knowledge and skills that qualify them for service on our Board. As a group they represent diverse views, experiences and backgrounds. With the exception of Mr. Schneider, our CEO, all of our Directors satisfy all of our independence requirements.
 
All Directors possess the personal characteristics that are essential for the proper and effective functioning of the Board.
Each Director biography below contains additional information regarding his or her professional experience, qualifications and skills.


 
 
 
 
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Board of Directors
At the date of this proxy statement, the Board consists of ten members, nine of whom are Independent Directors under NYSE listing standards and our corporate governance documents.
In February 2019, the Committee recommended, and the Board nominated, Fiona P. Dias, Matthew J. Espe, Bryson R. Koehler, V. Ann Hailey, Duncan L. Niederauer, Ryan M. Schneider, Enrique Silva, Sherry M. Smith, Chris Terrill and Michael J. Williams for election at the Annual Meeting. The nominees, all of whom are current Directors, are standing for election as Directors to hold office for a one-year term expiring in 2020 or until his or her successor has been duly elected and qualified. Each nominee has consented to his or her nomination for election to the Board.
The information below regarding the age of each Director nominee is as of March 12, 2019, and includes each Director's professional experience, educational background and qualifications. The information also sets forth the public company directorships each Director currently holds or has held during the past five years.
If a Director nominee should become unavailable to serve as a Director, an event that we do not anticipate occurring, the persons named as proxies intend to vote the shares for the person whom the Board may designate to replace that nominee. In lieu of naming a substitute, the Board may reduce the number of Directors on our Board.
 
 
Stockholder Voting for Election of Directors
Pursuant to the Bylaws, Directors are each elected by a majority of the votes cast with respect to that nominee in uncontested elections. This means that the number of votes cast "for" each Director nominee must exceed the number of votes cast "against" that nominee. Any abstentions or broker non-votes are not counted as votes cast "for" or "against" that nominee's election and will have no effect on the election of Directors.
Under the Board's Director Resignation Policy, each incumbent Director who fails to receive the required vote for election or re-election in an uncontested election is required to submit a contingent, irrevocable resignation that the Board may accept. The Committee is required to make a recommendation to the Board as to the action to be taken with respect to the tendered resignation. In making this recommendation, the Committee will consider all factors deemed relevant by its members.
The Board is required to act on the resignation within 90 days following the date of the stockholders' meeting at which the election of the Directors occurred. In considering the Committee's recommendation, the Board will consider the information, factors and alternatives considered by the Committee and such additional information, factors and alternatives the Board believes to be relevant. We will promptly publicly disclose the Board's decision and process in a report filed with the SEC. Any Director who tenders his or her resignation under this process will not participate in the Committee recommendation or Board consideration regarding whether or not to accept the tendered resignation. However, such Director shall remain active and engaged in all other committee and Board activities, deliberations and decisions during this committee and Board process.

 
 
 
 
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE FOLLOWING NOMINEES:
Nominees for Election to the Board
Fiona P. Dias         Director since June 2013
Committees:
Compensation (since Aug. 2013)
Technology & Data (since Aug. 2018)
Additional Public Directorships (current):
Advance Auto Parts, Inc.
Qurate Retail, Inc.
Business Experience and Biographical Information: Ms. Dias, age 53, is currently Principal Digital Partner at Ryan Retail Consulting, a global consulting firm, and has held that position since January 2015. Previously, she was Chief Strategy Officer of ShopRunner, an online shopping service, from August 2011 to October 2014. Before that, she was Executive Vice President, Strategy & Marketing, of GSI Commerce, Inc., a provider of digital commerce solutions, from February 2007 to June 2011. Prior to 2007, Ms. Dias was Executive Vice President and Chief Marketing Officer of Circuit City Stores, Inc., a specialty retailer of consumer electronics, and also held senior marketing positions with PepsiCo, Inc., Pennzoil-Quaker State Company and The Procter & Gamble Company.
Skills and Qualifications: Ms. Dias possesses extensive experience in marketing and managing consumer and retail brands. Her experience with developing, implementing and assessing marketing plans and initiatives allows the Board to benefit from her marketing expertise. In addition, Ms. Dias' e-commerce and digital marketing experience with a broad spectrum of brands aligns well with the Board's review and assessment of the Company's multi-brand strategies. Her position as a Director of other public companies also enables her to share with the Board her experience with governance and compensation issues facing public companies.

 
Matthew J. Espe     Director since Aug. 2016
Committees:
Compensation (since Dec. 2017)
Nominating & Corporate Governance (since Aug. 2018)
Additional Public Directorships (current):
WESCO International, Inc.
Foundation Building Materials, Inc.
Business Experience and Biographical Information: Mr. Espe, age 60, served as the Chief Executive Officer of Radial, an omnichannel commerce technology and operations provider, from February 2017 until its acquisition by bpost in November 2017. Prior thereto, he served as the president and chief executive officer of Armstrong World Industries, Inc., a publicly traded global producer of flooring products and ceiling systems, from July 2010 until March 2015 when Armstrong split into two companies. Before joining Armstrong, he was chairman and chief executive officer of Ricoh Americas. Prior to that role, Mr. Espe was chairman of the board of directors and chief executive officer of IKON Office Solutions, Inc. from 2002 to 2008. Mr. Espe began his career at General Electric Company. He was with GE for more than 20 years, where he served in various leadership roles in Europe, Asia and the United States, last as president and chief executive officer of GE Lighting. Mr. Espe was formerly a member of the Boards of Directors of Veritiv Corporation from 2016 to 2017, NCI Building Systems, Inc. from 2015 to 2017, Armstrong World Industries from 2010 to 2015, Unisys Corporation from 2004 to 2014, and Con-Way Inc. from June 2015 until its acquisition in November 2015.
Skills and Qualifications: Mr. Espe brings to the Board significant leadership experience, including serving as a CEO of two publicly traded companies. His skills include strategic vision, operational efficiency and driving change throughout an organization. His homebuilding experience also provides the Board with another perspective on the residential real estate industry. Mr. Espe also has extensive corporate governance experience including his service on boards of publicly traded companies.

 
 
 
 
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V. Ann Hailey     Director since Feb. 2008
Committees:
Audit Chair (since Feb. 2008)
Nominating & Corporate Governance (since Oct. 2012)
Additional Public Directorships (current):
W.W. Grainger, Inc.
TD Ameritrade Holding Corporation.
Business Experience and Biographical Information: Ms. Hailey, age 68, spent ten years with L Brands, Inc. (formerly Limited Brands, Inc.), where she served as Executive Vice President and Chief Financial Officer from 1997 to 2006, as Executive Vice President of Corporate Development from 2006 to 2007 and as a board member from 2001 to 2006. Previously, Ms. Hailey spent 13 years at PepsiCo, Inc. in various leadership positions, including Vice President, Headquarters Finance, Pepsi-Cola Company and Vice President, Finance and Chief Financial Officer of the Pepsi-Cola Fountain Beverage and USA Divisions, as well as holding positions in the marketing and human resources functions. In addition, Ms. Hailey held leadership roles at Pillsbury Company and RJR Nabisco Foods, Inc. as well as gaining experience in on-line businesses as the President, Chief Executive Officer and Chief Financial Officer of Famous Yard Sale, Inc., an online marketplace, from July 2012 to March 2014 and as Chief Financial Officer of Gilt Groupe, Inc. from 2009 to 2010. She served as a member of the Board of Directors of Avon Products, Inc. from 2008 to March 2016 and Federal Reserve Bank of Cleveland from 2004 to 2009, where she served as Audit Committee Chair from 2006 through 2009.
Skills and Qualifications: Ms. Hailey has spent her career in consumer businesses and brings key financial and operations experience to the Company. In particular, Ms. Hailey possesses broad expertise in finance, strategic planning, branding and marketing, retail goods and sales and distribution on a global scale. Ms. Hailey's positions as chief financial officer, her current and prior service on the audit committees of other public companies and as Audit Chair of the Cleveland Federal Reserve and her accounting and financial knowledge, also impart expertise to the Board, including an understanding of financial statements, corporate finance, accounting and capital markets. Through her most recent experiences at Gilt Groupe Inc. and Famous Yard Sale, Ms. Hailey added experience in Internet site development and selling as well as new venture management and funding.

 
Bryson R. Koehler     Director since Jan. 2019
Committees:
Technology & Data (since Jan. 2019)
Additional Public Directorships (current):
None
Business Experience and Biographical Information: Mr. Koehler, age 43, has served as Chief Technology Officer at Equifax Inc. since June 2018, where he is responsible for leading Equifax’s global information technology strategy and development. From November 2016 to June 2018, Mr. Koehler was Chief Technology Officer for the IBM Watson and Cloud Platform, the division that encompasses the cognitive and AI computing capabilities of Watson machine learning. From July 2012 to November 2016, he served as Chief Technology and Information Officer at The Weather Channel Companies (TWCC), which was acquired in 2016 by IBM. Before joining TWCC, Mr. Koehler served as Senior Vice President of Global Revenue and Guest Technology at the Intercontinental Hotels Group from January 2002 to December 2011.
Skills and Qualifications: Mr. Koehler brings to the Board his exceptional experience in cloud computing, data analytics, Artificial Intelligence (AI), technology architecture development and specialized applications. Mr. Koehler’s proficiency in driving technology and data change at large publicly traded companies and his expertise in overseeing the strategic vision, development, technical operations, financial planning, and execution of technology initiatives, paired with his experience leading global product development and technology teams, led the Board to consider him well-qualified to serve as a director of the Company.

 
 
 
 
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Duncan L. Niederauer      Director since Jan. 2016
Committees:
Compensation Chair (since May 2016)
Technology & Data (since Aug. 2018)
Additional Public Directorships (current):
First Republic Bank
GEOX S.p.A. (Milan Stock Exchange)
Business Experience and Biographical Information: Mr. Niederauer, age 59, is a founding partner of Transcend Wealth Collective, an independent registered investment advisor, a co-founder of Communitas Capital Partners, a venture capital firm, and non-executive chairman of Scenic Advisement, LLC, which provides advisory services to private companies. He previously served as chief executive officer of NYSE Euronext (the “NYSE”) from December 2007 until the NYSE’s merger with Intercontinental Exchange in November 2013, and thereafter continued to serve as chief executive officer of the NYSE until his retirement in August 2014. Prior to joining the NYSE, Mr. Niederauer worked at Goldman Sachs for 22 years, where he was a partner and co-Head of the Equities Division Execution Services and Head of Electronic Trading and e-Commerce Strategy.
Skills and Qualifications: Mr. Niederauer is well qualified to serve as a member of the Board based on his experience at Goldman Sachs as well as his role as CEO of the NYSE. In addition to his leadership skills, Mr. Niederauer has a keen understanding of the capital markets and the impact that technology may have on a business, both as an enabler and a disrupter.
 
Ryan M. Schneider     Director since Oct. 2017
Committees:
None
Additional Public Directorships (current):
None
Business Experience and Biographical Information: Mr. Schneider, age 49, has served as our Chief Executive Officer and President since December 31, 2017 and as a director since October 20, 2017. From October 23, 2017 until his appointment as our CEO and President, Mr. Schneider served as the Company’s President and Chief Operating Officer. Prior to joining the Company, Mr. Schneider served as President, Card of Capital One Financial Corporation (“Capital One”), a financial holding company, from December 2007 to November 2016 where he was responsible for all of Capital One’s consumer and small business credit card lines of business in the United States, the United Kingdom and Canada. Mr. Schneider held a variety of other positions within Capital One from December 2001 to December 2007, including Executive Vice President and President, Auto Finance and Executive Vice President, U.S. Card. From November 2016 until April 2017, he served as Senior Advisor to Capital One. Under the terms of his employment agreement, Mr. Schneider serves as a member of the Board of Realogy.
Skills and Qualifications: Mr. Schneider’s executive management and leadership expertise, his wealth of experience in leveraging Big Data, rigorous analytics and new technology, as well as his extensive knowledge of the complex strategic, operational and regulatory issues faced by global public companies make him well qualified to serve on the Board.



 
 
 
 
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Enrique Silva         Director since Aug. 2018
Committees:
Audit (since Aug. 2018)
Additional Public Directorships (current):
None
Business Experience and Biographical Information: Mr. Silva, age 53, has served as the Chief Executive Officer and President of Checkers Drive-In Restaurants, Inc. since February 2007. For 13 years prior thereto, Mr. Silva served in various leadership positions at Burger King Corporation, including Senior Vice President, Franchise Operations East Zone and Canada, Senior Vice President, U.S. Company Operations, President, Latin America Region, and Vice President and General Counsel, Latin America.
Skills and Qualifications: Mr. Silva brings to the Board extensive executive leadership experience in franchise operations and business strategy. His deep knowledge of operational, financial and legal matters, including with respect to risk management, also led the Board to consider him well-qualified to serve as a director of the Company.
 
Sherry M. Smith     Director since Dec. 2014
Committees:
Audit (since Dec. 2014)
Nominating & Corporate Governance (since Aug. 2018)
Additional Public Directorships (current):
Deere & Company
Piper Jaffray Companies
Tuesday Morning Corporation
Business Experience and Biographical Information: Ms. Smith, age 57, served as chief financial officer and executive vice president of SuperValu Inc., a grocery retailer and food distributor, from December 2010 until August 2013. She previously served as senior vice president of finance from 2006 until 2010, and before that as senior vice president of finance and treasurer from 2002 until 2005, and in various other capacities with SuperValu from 1987 to 2001, including accounting, audit, controller, compensation, mergers and acquisitions, strategic planning and treasury.
Skills and Qualifications: Ms. Smith is well qualified to serve as a member of the Board based on her leadership qualities developed from her experience while serving as a senior executive and as Chief Financial Officer of Supervalu Inc., the breadth of her experiences in auditing, finance, accounting, compensation and strategic planning, and her subject matter knowledge in the areas of finance and accounting.

 
 
 
 
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Christopher S. Terrill     Director since July 2016
Committees:
Technology & Data Chair (since Aug. 2018)
Additional Public Directorships (current):
None
Business Experience and Biographical Information: Mr. Terrill, age 51, served as the Chief Executive Officer and a director of ANGI Homeservices, an international digital marketplace for home services that helps connect consumers with home professionals in the United States and other countries under various brands, including HomeAdvisor® and Angie's List, among others, from September 2017 to November 8, 2018. Prior to assuming that role in September 2017, Mr. Terrill served as Chief Executive Officer of HomeAdvisor.com, a wholly owned subsidiary of IAC, from May 2011. Prior thereto, he held senior marketing positions at Nutrisystem.com, the leader in the direct-to-consumer diet space, serving as its Chief Marketing Officer and Executive Vice President of eCommerce from June 2009 to May 2011 and Senior Vice President of e-commerce from January 2007 to June 2009. For one year prior to joining Nutrisystem.com, he served as Vice President of Product and Marketing for Blockbuster.com, the online division of Blockbuster Inc. Additionally, he spent six years with Match.com where he held several senior marketing roles, his last being Vice President of New Brands & Verticals, where he developed and launched new online brands, including Chemistry.com.
Skills and Qualifications: Mr. Terrill brings to the Board relevant experience in the areas of executive leadership, strategic planning and marketing and managing consumer behavior, including direct to consumer brands in the real estate services industry. Mr. Terrill is a seasoned Internet veteran who has specialized in consumer online subscription and marketplace business models.








 
Michael J. Williams Director since Nov. 2012
Committees:
Audit (since Nov. 2012)
Compensation (since Jan. 2013)
Nominating & Corporate Governance Chair (since August 2013; member since November 2012)
Additional Public Directorships (current):
None
Business Experience and Biographical Information: Mr. Williams, age 61, has served as our Independent Chairman of the Board since December 31, 2017 having previously served as our Lead Independent Director (or Presiding Director) since November 2013.
Mr. Williams served as a senior advisor to Sterling Partners, a private equity firm, and as non-executive chairman of Prospect Mortgage, one of its portfolio companies, from November 2012 to November 2014. He acted as the Chairman and Chief Executive Officer of Prospect Mortgage, from December 2014 until the sale of that company in February 2017. He was President and Chief Executive Officer of Fannie Mae, and a member of its Board of Directors and executive committee, from April 2009 to June 2012. He previously served as Fannie Mae's Executive Vice President and Chief Operating Officer from November 2005 to April 2009. Mr. Williams also served as Fannie Mae's Executive Vice President for Regulatory Agreements and Restatement from February 2005 to November 2005, as President, Fannie Mae eBusiness from July 2000 to February 2005 and as Senior Vice President, e-commerce from July 1999 to July 2000. Prior to this, Mr. Williams served in various roles in the Single-Family and Corporate Information Systems divisions of Fannie Mae. Mr. Williams joined Fannie Mae in 1991.
Skills and Qualifications: Mr. Williams' extensive experience in business, finance, accounting, mortgage lending, real estate and the regulation of financial institutions, which he gained during his tenure at Fannie Mae, make him well qualified to serve on the Board.

 
 
 
 
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RELATED PERSON TRANSACTIONS

The Audit Committee has adopted a written policy on the review, approval, or ratification of transactions that could potentially be required to be reported under the SEC rules for disclosure of transactions in which related persons have a direct or indirect material interest. In general, related persons are directors, executive officers, stockholders beneficially owning 5% or more of our outstanding common stock, and immediate family members of any of the foregoing.
Under the policy, transactions with related persons are reviewed in advance by the Chief Compliance Officer, General Counsel and Chief Financial Officer of the Company, or in certain circumstances, as soon as possible thereafter. If it is determined by such officers that the transaction is a related person transaction and the amount involved exceeds $120,000, the transaction will be submitted for review to the Audit Committee or, under certain circumstances, to the Audit Committee Chair. The Audit Committee (or the Chair) may approve or ratify only those transactions that are in, or not inconsistent with, the best interest of the Company and its stockholders. The Chair will update the full Audit Committee at the next regularly scheduled meeting for any interim approvals or ratifications granted. No Director may participate in any discussion or approval of a transaction for which he or she or a member of his or her immediate family is a related person.
Under the policy, certain related person transactions are pre-approved, including:
the ordinary course utilization of Company services by a related person;
transactions subject to a competitive bidding process and other transactions of a nature that would not require disclosure under SEC rules; and
transactions involving an entity in which any related person is employed, provided that such related person is not employed as an executive officer (or its equivalent) of the entity and the transaction does not involve payments to or from such entity that exceed the greater of $750,000 or 1% of the entity's annual gross revenues.
 
Without any requirement to do so, our Directors and executive officers and their immediate family members from time to time have, and in the future may, utilize the services offered by the Company in the ordinary course and on similar terms to those offered to unrelated third parties in similar transactions, including but not limited to engaging our company-owned brokerages (or those of our franchisees) and/or the Company's title and settlement services in the purchase or sale of real estate. These types of transactions have been pre-approved by the Audit Committee. While we do not generally consider ordinary course transactions between related persons and our franchisees to require approval under our policy, we request that our Directors and executive officers inform us whenever they engage in a transaction with any entity connected with the Company as part of our corporate governance controls.
Approved Related Person Transactions. As reported in our 2018 proxy statement, on February 14, 2018, the Company and Kevin Kelleher, the former President and CEO of Cartus (the Company's relocation and affinity services segment), entered into a Consulting Agreement, effective March 1, 2018, pursuant to which Mr. Kelleher was paid $200,000 for the provision of consulting services to the Company through June 30, 2018.

 
 
 
 
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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Discussion and Analysis, or the CD&A, focuses on the compensation of our named executive officers for 2018. Each named executive officer who continues to serve as an executive officer as of the date of this proxy statement is set forth below. We refer to this group as our "ongoing named executive officers" or "ongoing NEOs."
Our Ongoing Named Executive Officers
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In addition, Anthony E. Hull is included as a named executive officer for 2018 as he served as our Chief Financial Officer until November 2018. As part of his transition out of the CFO role, the Company and Mr. Hull agreed that, commencing November 5, 2018, he would continue employment with the Company in a non-officer role as a Senior Advisor to the CEO until March 31, 2019. Mr. Hull and our ongoing named executive officers together are referred to as “our named executive officers” or “NEOs.”

 
 
 
 
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Executive Summary
Ryan Schneider, who was appointed as our Chief Executive Officer on December 31, 2017, worked closely with the Board in 2018 to strengthen our senior leadership team and refocus Realogy’s strategic imperatives in order to drive improvement in our recent operating performance.
We recruited internal and external candidates to replace a substantial portion of our former executive team and we restructured core roles to promote individual strengths and our principal business objectives.
 
KEY LEADERSHIP CHANGES
 
 
 
 
 
 
 
David Gordon
 
 
Chief Technology Officer
 
 
 
 
 
John Peyton
 
 
President and CEO of RFG (franchise services); responsibilities expanded to include certain company owned brokerage brands
 
 
 
 
 
M. Ryan Gorman
 
 
President and CEO of NRT, focusing on the company owned Coldwell Banker operations
 
 
 
 
 
Katrina L. Helmkamp
 
 
President and CEO, Cartus (relocation services)
 
 
 
 
 
Timothy B. Gustavson
 
 
Interim Chief Financial Officer and Treasurer
 
 
 
 
2018 Results
2018 was a challenging year, with net income for the full year of $137 million, compared to $431 million for 2017. 2017 net income included a tax benefit of $216 million resulting from the change in the U.S. corporate tax rate.
We experienced a decline of 10% in year-over-year Operating EBITDA from $732 million in 2017 to $658 million in 2018. The decline was largely driven by lower revenue in the fourth quarter of 2018 as well as higher affiliated agent commission expense. (See Annex A for a full definition and a reconciliation of this non-GAAP metric to net income.)
 
The fourth quarter of 2018 was particularly difficult for both Realogy and the residential real estate market.
The Company's full year 2018 combined homesale transaction volume (transaction sides multiplied by average sale price) increased 1% compared with 2017 and declined 5% year-over-year in the fourth quarter. For reference, the National Association of Realtors reported that homesale transaction volume remained flat in 2018 compared to 2017 and declined 4% year-over-year in the fourth quarter.
Key Strategic Imperatives
Our reinvigorated leadership team has designed a strategic plan intended to drive increases in productive independent sales agents and homesale transaction volume to generate Operating EBITDA growth over time.
This strategy seeks to capitalize on the sizable market of commission revenues in the residential real estate industry and includes the:
Leveraging of our brands, technology and data scales;
Increased utilization of advanced data analytics together with strong product and service offerings to support and grow the base of productive independent sales agents at our company owned brokerage business; and
Execution of strategic initiatives intended to organically grow our real estate franchise business by adding new franchisees and increasing the base of independent sales agents affiliated with our franchisees by building on our current technology offerings, offering greater differentiation of our brands and expanding our historical scope of potential franchisee candidates.
 
 
 
 
 
We measure our success against our strategic imperatives through bottom-line growth, our ability to generate cash and the creation of stockholder value.
 
 
 

 
 
 
 
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Strategic Alignment with Compensation
Our Compensation Committee, which we refer to in this CD&A as the "Committee," ties a significant portion of the executive compensation opportunity to performance against the metrics the Committee believes are most directly linked to the successful execution of our strategy, including Operating EBITDA, Free Cash Flow and the generation of stockholder returns that meet or exceed the market.
 
 
 
 
 
As noted in the table below, when our stockholders experience losses, realizable executive compensation follows the same trajectory - with payouts for our performance-based plans ending in 2018 ranging from 0% to 55%.
 
 
 
Consolidated Plan EBITDA
(Annual Cash Incentive)
Relative Total Stockholder Return
(3-year Performance Share Units)
Cumulative Free Cash Flow
(3-year Performance Share Units)

Measures bottom-line growth and is materially consistent with Operating EBITDA, Realogy’s key metric for evaluating overall performance of our operating business

Measures returns to our stockholders relative to an index selected by the Committee

Measures Realogy's generation of
cash to advance key strategic imperatives
Plan Funding in 2018: 44%
Metric Payout in 2018: 0%
Metric Payout in 2018: 55%
Target Goal: $740 Million
Target Goal: +2/-2 of Index*
Target Goal: $1.765 Billion
Achievement: $654 Million
Achievement: Below threshold
(i.e., below -18.6% against Index)
Achievement: $1.476 Billion
See page 45 for full summary of the Annual Cash Incentive
See page 51 for full summary of RTSR PSUs & pages 55-56 for 2018 payouts
See page 53 for full summary of CFCF PSUs & pages 55-56 for 2018 payouts
________
* Target payout for awards below index performance was eliminated commencing with performance share units granted in 2017.
 
 
 
 
 
Payouts under the rolling three-year performance share unit, or PSU, awards for the 2017-2019 and 2018-2020 performance periods are also forecasted to result in below target payouts as of the end of 2018.
 
 
 
The table below summarizes our forecasted performance under the 2017-2019 PSU awards and 2018-2020 PSU awards as of December 31, 2018. Actual results will be determined based upon results under the applicable metric at the conclusion of the applicable three-year cycle.
PSU Award Cycle
and Metric
Years in Performance Period
 
2017
2018
2019
2020
2017-2019 PSU Award
 
67% Completed
 
Relative Total Stockholder Return
 
Tracking at Threshold
 
Cumulative Free Cash Flow
 
Tracking Below Target
 
2018-2020 PSU Award
 
 
33% Completed
Relative Total Stockholder Return
 
 
Tracking Below Target
Cumulative Free Cash Flow
 
 
Tracking Below Target

 
 
 
 
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Given our 2018 operating results, the Committee believes that our pay-for-performance executive compensation program is working as designed with no or below target payouts for performance periods ending in 2018 and dramatic reductions in the value of time-based equity awards:
There was an 87% decline in aggregate value for the 2016 performance share unit awards granted to participating NEOs that measured performance over the 2016 to 2018 period vs. the 60% decline in stock price since January 4, 2016.
Decline in Realized Value*: 2016 to 2018 Performance Share Unit Cycle vs. Stock Price
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12762044&doc=2
* Based on the aggregate grant date fair value of the PSU awards against the value of actual shares
  earned times our stock price ($14.68) on December 31, 2018.

There was a 63% decline in aggregate realizable value for NEO time-based equity awards granted in 2018 vs. the 45% decline in stock price since January 2, 2018.
Decline in Realizable Value*: 2018 Time-Based Awards vs. Stock Price
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12762044&doc=16
* Based on the aggregate grant date fair value of the awards against the in-the-money value of options
  and the value of RSUs times our stock price ($14.68) on December 31, 2018. All options granted to
  during 2018 were underwater at the end of the year and, as a result, are shown as having no realizable
  value.

 
 
 
 
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2018 INVESTOR OUTREACH PROGRAM:
Executive Compensation Topics
At our 2018 Annual Meeting of Stockholders, our say-on-pay proposal received support from 63% of the votes cast—a lower level of support than we received at our last several meetings where support ranged from 93% to 97%.
In the spring of 2018, in advance of our 2018 Annual Meeting and thereafter, in the fall/winter of 2018, we reached out to stockholders representing over 95% of our outstanding shares and held in-person meetings or calls with holders of approximately 74% of our outstanding shares (in many instances we met with a stockholder more than once).
Michael Williams, Chairman of the Board, met with substantially all of our stockholders who accepted our invitation at least once and Duncan Niederauer, Chair of the Compensation Committee, joined him on several occasions. The feedback from these important sessions with our investors was reviewed and discussed with the full Board.
2018 Investor Outreach Summary
Period
 
Stockholders Contacted (#)
 
Participating Stockholders (#)
 
Participating Stockholders (%)*
Spring 2018
 
22
 
9
 
~55%
Fall/Winter 2018**
 
23
 
14
 
~60%
Total Unique
 
25
 
15
 
~74%
_______________
* Ownership percentage held is based on estimates as of June 30, 2018
** Includes one stockholder met with in winter 2019
A key objective of our 2018 Investor Outreach was to listen to our stockholders and better understand their perspectives on our executive compensation program and, with respect to the fall investor outreach, any concerns that motivated the lower level of support for our 2018 “say-on-pay” vote. In addition, many of our conversations with investors centered on additional topics including Board oversight of our operating performance, the execution of our strategy, capital allocation and enterprise risk management.
Key governance matters were also discussed, such as the Board’s structure, the split of the CEO and Chairman roles and diversity as well as those presented on page 11 under Governance of the Company2018 Investor Outreach Program: Corporate Governance Topics.
As noted on page 11, in response to investor comments, the Board has:
Made proxy access available to stockholders via our Bylaws; and
Approved amendments to our Certificate of Incorporation, subject to stockholder approval at the Annual Meeting, to eliminate supermajority voting provisions related to amendment of our Certificate of Incorporation and Bylaws.
With respect to compensation matters, many stockholders noted their support of certain historic compensation practices, including that 90% of CEO target direct compensation is “at-risk” and more than half of CEO target direct compensation is subject to performance metrics. Many stockholders also supported our use of three-year performance share units for at least a majority of long-term incentive awards, the alignment of our performance metrics with our strategic objectives, the alignment of realizable compensation with stockholder returns and the mix of performance metrics, including the use of absolute and relative metrics.
Stockholders did raise concerns with certain aspects of our executive compensation program described on the next page.

 
 
 
 
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Based on discussions with, and the feedback received from, our investors, the Committee incorporated the following changes into our 2019 executive compensation program and proxy statement disclosure.
 
 
 
 
 
Stockholder Feedback
Committee Response

Performance-
Based
Compensation
 

Relative Total Stockholder Return (RTSR) Metric: Performance share units tied to a RTSR metric should be subject to a broader index to measure relative total stockholder return rather than the SPDR S&P Homebuilders ETF (XHB) index, which is weighted to homebuilders

2019 RTSR PSU awards are based on Realogy's relative total stockholder return as compared to the S&P MidCap 400 index, allowing for measurement against a broader index
 

Cumulative Free Cash Flow (CFCF) Metric: The determination of CFCF, which is used as a PSU metric, should not include benefits to CFCF recognized as a result of acquisitions during the performance period if the earnings from these acquisitions had not been incorporated into the CFCF target goal

The calculation of CFCF in the 2019 CFCF PSU awards will exclude any earnings generated from acquisitions occurring during the three-year performance period with a purchase price in excess of $25 million, including contingent earnouts (if such acquisition was not incorporated into the CFCF target goal)

Insider Stock
Ownership
 

Executives and Directors should have a more meaningful ownership stake in Realogy stock

Revised our Stock Ownership Guidelines to, among other things:

- Increase CEO ownership requirement
   from 5x to 6x base salary

- Increase Director ownership
   requirement from $375K to $500K (or if
   greater, 5x the annual cash retainer)

Proxy
Statement
Organization &
Disclosure
 

More clearly and prominently disclose the:

- Design of, and actual results under, both
   short-term and long-term performance
   metrics

- How the Committee determines
   executive compensation levels

- How realizable compensation tracks
   investor returns

Revised the CD&A to:

- Include clear presentation of the design
   of each performance metric

- More prominently report the actual
   results achieved under performance
   cycles completed in 2018

- Include additional details of the
   Committee's compensation setting
   process and rationale for changes to
   executive compensation

- Simplify disclosure to show the
   alignment between realizable
   compensation and stockholder return
Additionally, the Committee reduced the grant date fair value of the CEO's 2019 long-term incentive award by 11% compared to the grant date fair value of his 2018 long-term incentive awards. Several investors cautioned against over-reliance on RTSR as a performance metric, although no concerns with our current program weighting were raised. The Committee has historically determined the target number of PSUs granted under the RTSR metric by dividing the target award value by the price determined by a Monte Carlo simulation performed by

 
 
 
 
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an independent third-party. Recent volatility in our stock has resulted in Monte Carlo valuations well below the market value of our stock and the use of such valuation to calculate the 2019 RTSR awards could have resulted in over-sized awards to our executive officers. In light of this, and based on advice from its independent compensation consultant, the Committee determined to change the manner of calculating the target shares to be issued under the 2019 PSUs tied to the RTSR metric by dividing the RTSR target award value by the $13.60 per share closing price of our stock on the date of grant rather than the $7.91 per share Monte Carlo valuation.
This action resulted in:
a 42% reduction in the grant date fair value and number of target shares issued under the 2019 PSU awards tied to RTSR compared to the value and number of target shares that would have been issued under the Monte Carlo valuation; and
an 11% reduction from the grant date fair value of our CEO's 2018 long-term incentive awards.
Some investors raised additional topics during our outreach meetings that did not rise to the level of a unified theme or result in changes to our compensation program. For example, a few investors proposed for the Committee's consideration various performance metrics intended to measure our growth relative to the industry, but no particular alternative metric was suggested by more than one investor. The Committee, with the assistance of its independent compensation consultant, considered the adoption of one or more of these suggested performance metrics. However, given the scarcity of direct publicly-traded industry peers and the lack of other public companies that follow the same business cycle or economic trends as those impacting residential real estate, the Committee ultimately determined that it would not be practical to adopt the suggested performance metrics at this time.
The vast majority of our investors expressed interest in continuing dialogue with the Board on Board-related topics, including corporate governance, capital allocation, executive compensation, risk oversight and strategic direction.

 
 
 
 
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http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12762044&doc=23
Executive Compensation Program
We design our compensation programs to attract and retain accomplished and high-performing executives and to motivate those executives to consistently achieve short- and long-term goals that will create sustainable growth in stockholder value. To do this, we focus a significant percentage of the compensation opportunity for our senior leadership team, which we call our Executive Committee, on both annual and long-term incentive awards tied to performance goals intended to reflect growth in our business and in our share price in the short- and long-term, with a relatively modest portion of compensation paid in fixed base salary.
In 2018, we continued to place most of the target direct compensation opportunity of our executives “at risk,” with incentive programs tied to financial performance measures and our stock price performance. We use metrics that target stockholder priorities—EBITDA growth, free cash flow generation and relative total stockholder return.
 
 
 
 
 
As shown in the graphic below, our CEO's 2018 target direct compensation was:
Ÿ 90% at-risk (Annual + Long-Term Incentive) and
Ÿ 60% tied to objective performance metrics (Annual Incentive + PSUs)
 
 
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12762044&doc=11
The target direct compensation of each other NEO is composed of the same elements, with slight variations described in this CD&A (except for Mr. Gustavson, who was not a member of the Executive Committee until November 2018, when he became our Interim Chief Financial Officer).

 
 
 
 
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Compensation Philosophy
Our compensation philosophy has the following key objectives:
The attraction, motivation and retention of high-performing executives;
A pay-for-performance focus that ties a meaningful portion of pay to business performance, both short- and long-term;
Alignment of compensation with stockholder interests in both short-term performance and long-term value creation;
Reinforcement of ethical behavior and practices;
Discouragement of excessive risk; and
Flexibility to respond to the necessities of a cyclical industry.
With regard to pay levels, our philosophy is that:
Target direct compensation should be set at the outset of the compensation period by taking into account compensation paid to similarly-situated executives of comparable proficiency, with flexibility to vary individual executive compensation to specific factors such as tenure, experience, proficiency in role, criticality to the organization and other business needs; and
All actual payments on incentive components should be linked to Company operating, financial, and stock performance during the performance period.
In setting compensation, the Committee reviews a detailed and comprehensive analysis of peer group information and general industry survey data designed to educate the Committee on current compensation ranges by executive position together with plan design and component weighting information.
However, although the firms in our peer group employ executives with a skill set comparable to those of Realogy, they generally operate in businesses with very different business cycles from residential real estate.
Accordingly, peer group and survey data are used as a reference point in making compensation decisions, but the Committee does not target a particular competitive level or utilize peer data in a formulaic manner. For additional information on our peer group, see Our Peer Group below in this CD&A.
 
As discussed in more detail below, individual pay levels vary based on individual experience, scope of responsibilities, past performance and expectations with respect to future performance and future leadership potential.
 
Components of Executive Compensation
Each named executive officer has a “target direct compensation” opportunity comprised of both fixed (base salary) and “at-risk” (short- and long- term incentives) compensation.
The Committee considers a wide variety of factors when reviewing each element of executive compensation, including those set forth below:
How the Committee sets elements of
Total Direct Compensation
Review
Process
Annual (but changes are typically less frequent and are not guaranteed); or

Upon a promotion or material change in responsibilities
Factors

Individual performance assessment, including input from our CEO*

Extent of role’s impact on financial and strategic goals

Internal pay equity

Peer group positioning and other market comparables

Period since last increase

Retention concerns

Expected future contribution

________
* CEO does not participate in discussions or decisions regarding
his own compensation
A significant portion of “at-risk” compensation is tied to pre-established objective performance metrics, including an annual cash incentive opportunity and performance share units granted as part of each NEO’s long-term incentive opportunity.
In addition, the Company offers its NEOs severance protection and limited perquisites.

The following table describes each element of total direct compensation and describes why the Committee has incorporated that element into Realogy’s executive compensation program.


 
 
 
 
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What Is It?
Why Do We Pay It?

Base Salary

(see page 45)
 

Annual cash salary

To attract and retain top-tier talent by providing market-competitive fixed pay reflective of the executive’s position, scope of responsibility and contribution to our performance

Annual
Incentive
(Cash)

(see page 45)

 

Annual performance-based cash incentive plan that is funded by results under a Consolidated Plan EBITDA metric, with payouts determined by each executive's "Relative Individual Performance"

To drive short-term financial performance, specifically by measuring results under our primary operating metric and the strength of each executive's individual performance (taking into consideration achievement of key strategic and operational objectives, execution of key growth initiatives and other factors)

Long-Term
Incentive
(Equity)

(see page 49)


 

Performance share units, or PSUs, are earned based on the achievement of the following pre-established metrics over rolling 3-year cycles:

- Cumulative Free Cash Flow

- Relative Total Stockholder
   Return


PSUs constitute the largest part of the long-term incentive award and are designed to incentivize long-term value creation through stock and critical operating performance objectives over rolling 3-year periods

Time-based option and restricted stock unit awards serve a retention objective and further align executive interests with those of our stockholders, as the value of the grants increase or decrease with our stock price.
Options vesting over 4-year period

Restricted Stock Units vesting over 3-year period


 
 
 
 
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Base Salary
In February 2018, the Committee approved base salaries for 2018 as set forth in the table below, with any increases effective March 10, 2018.
In approving an increase to base salary for Mr. Peyton, the Committee considered the meaningful expansion of his role in early 2018 to include
 
oversight of certain Company-owned brokerage brands, including Sotheby’s International Realty® and Corcoran® as well as his positioning relative to the peer group. The Committee also approved a single-digit base salary increase for Mr. Hull as he had not received a base salary increase since 2015.
2018 Base Salaries
Name
Previous Year of
Last Increase
2017 Base Salary ($)
2018 Base Salary ($)
Increase (%)
Ryan Schneider
n/a
1,000,000
1,000,000
—%
David Gordon
n/a
n/a
400,000
n/a
John Peyton
n/a
600,000
680,000
13.3%
Marilyn Wasser
2017
500,000
500,000
—%
Timothy Gustavson
2017
291,595
291,595
—%
Anthony Hull
2015
675,000
725,000
7.4%

 
Annual Incentive (Cash)
Summary. All of our NEOs participate in an annual cash incentive program that is entirely funded based on achievement against a Consolidated Plan EBITDA target (earnings before interest, taxes, depreciation and amortization) and certain other adjustments provided under the terms of the program, including restructuring charges, losses on the early extinguishment of debt, foreign exchange impact and legacy income that differs from the 2018 Budget.
The Committee selected Consolidated Plan EBITDA as the financial performance metric applicable to our NEOs due to its direct link to the success of Realogy’s business strategy—as this metric is materially aligned and consistent with Operating EBITDA, our key metric for evaluating overall performance of our operating business.
For all NEOs, other than Mr. Gustavson, the annual cash incentive program is called the Executive Incentive Plan, or EIP. In 2018, Mr. Gustavson participated in the Realogy Performance Plan, or RPP, our annual employee cash incentive plan, as at the time of grant he was not a member of the senior leadership team, which we refer to as the Executive Committee.
 
The EIP and RPP are very similar, with two key differences. First, target award opportunities are lower for RPP participants. Second, RPP awards are based 50% on results under the financial metric (for Mr. Gustavson, Consolidated Plan EBITDA) and 50% on Relative Individual Performance, meaning that only half of the award can be adjusted due to individual performance factors.
Conversely, each other NEO’s entire potential award under the 2018 EIP was subject to decrease or increase based on his or her Relative Individual Performance. However, the total amount available for payouts under the EIP continued to be limited by the funding provided by Consolidated Plan EBITDA results.
The Relative Individual Performance metric was integrated into the EIP for the first time in 2018 to allow the Committee to divide the EIP funding pool among the members of the Executive Committee based upon each executive’s relative individual contribution to 2018 performance.
The following pages include additional details regarding the EIP and RPP, including how 2018 awards were determined, how the plans were funded, and actual payouts earned by our NEOs.

 
 
 
 
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Key Facts: Annual Incentive (Cash)
Funding Mechanism
Achievement against Consolidated Plan EBITDA target
Award Determined by
Consolidated Plan EBITDA and Relative Individual Contribution
2018 Funding Achieved
44% of Target
2018 NEO Payout Range
44% to 51% of Target
Historical Payouts (2014-2017)
63% to 100% of Target

2018 EIP Funding Calculation
Aggregate Participant Target Awards
($)
x
Consolidated Plan EBITDA Results
(%)
=
Funded
EIP
Award
Pool
($)
 
 
 
 
 
Individual 2018 EIP Awards Calculation
Funded EIP Award Pool
($)
x
Relative Individual Performance (%)
=
Individual EIP Award ($)

2018 Annual Incentive Results
Consolidated Plan EBITDA (in millions)
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12762044&doc=15

 
2018 Target Annual Incentive. The Committee approved the following target opportunities (expressed as a percentage of salary) to the NEOs: (i) for the CEO, 150% target award opportunity (given his overall greater accountability for the performance of the Company), (ii) the other NEOs, except for Mr. Gustavson, 100% target award opportunity and (iii) for Mr. Gustavson, 40% target award opportunity. The Committee believes these targets were consistent with market practice for each NEO position at the time the 2018 annual incentive program was established in February 2018.
NEOs could earn between a threshold payout of 25% and a maximum payout of 200% of their target award, with payouts determined by linear interpolation when achievement falls between performance levels.
Funding Pool. The potential funding pool for the EIP was determined by aggregating the target opportunity of each of the CEO and the other members of the Executive Committee.
The EIP was funded by multiplying this aggregate target opportunity by the actual level of performance achieved (expressed as a percentage) against the Consolidated Plan EBITDA target. The aggregate value of awards under the EIP could not exceed this funding pool.
As a result, any increase to the amount earned by one EIP participant due his or her Relative Individual Performance resulted in a decrease to the amount earned by one or more other EIP participants.
The potential funding pool for the RPP was determined by aggregating the target opportunity of each RPP participant, with actual funding determined in the same manner as the EIP.
Rigor in Setting the Consolidated Plan EBITDA Target. The target Consolidated Plan EBITDA goal was set by the Committee at a level equal to the budget approved by the Board for 2018, or the 2018 Budget.
The budgeting process undertaken by management and overseen by the Board is rigorous and set at a level that requires a reasonable degree of stretch performance and operational excellence to achieve.
To reinforce overall company growth, funding of the 2018 EIP was based solely on Consolidated Plan EBITDA. In prior years, executive officers leading a business unit were weighted 50% on the Plan EBITDA performance of their respective business unit.

 
 
 
 
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The Consolidated Plan EBITDA target for plan funding was lower than the actual Consolidated Plan EBITDA results under the 2017 EIP due to a variety of factors. When setting the 2018 EIP target, the Committee considered that:
the 2018 Budget forecast mid-single digit homesale transaction volume growth; and
we anticipated benefits from 2017 recruiting and retention efforts in our company owned brokerage operations as well as benefits from cost saving initiatives.
However, the foregoing benefits were anticipated to be negatively impacted by:
the expected expense impact of continuing strategic initiatives focused on the retention and recruitment of independent sales agents in a highly competitive environment, including continuing pressure on the share of gross commission income paid by our company owned brokerages; and
a significantly lower level of new development volume expected during 2018.
 
Balancing these factors, the Committee believed that the target set for the EIP was in fact rigorous, notwithstanding it being lower than the actual 2017 EIP achievement.
Historical EIP and RPP payouts based on performance against the Consolidated Plan EBITDA target set by the Committee, as shown in the following table, further demonstrate the level of rigor required to achieve payout under the plans.
Historical payouts under the EIP
2018
44.0%*
2017
82.0%
2016
69.6%
2015
100.0%
2014
63.0%
________
*
2018 reflects EIP funding, before application of Relative Individual Performance


Target and Actual 2018 Consolidated Plan EBITDA funding under the EIP & RPP
The table below sets forth the:
Pre-established Consolidated Plan EBITDA performance levels at threshold, target and maximum payout; and
Actual Consolidated Plan EBITDA performance achieved in fiscal 2018.
2018 Consolidated Plan EBITDAFunding under the EIP & RPP
Performance Level
Payout as % of Target
Consolidated Plan EBITDA
(in millions)
Threshold
25%
$626
Target
100%
$740
Maximum
200%
$888
Actual
44%*
$654
_______________
See Annex B for a definition of Consolidated Plan EBITDA and and the calculation of actual results under the terms of the EIP and RPP.

 
 
 
 
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Relative Individual Performance Calculation. The Committee, following consideration of the recommendations of the CEO with respect to all executives other than himself, evaluated the performance of each NEO based on the following factors:
Achievement of key strategic and operational objectives;
Execution of key growth initiatives;
Execution of key talent management initiatives; and
Other factors identified as appropriate, such as risk management.
The Committee, with input from the Board following its annual evaluation of the CEO, took the same factors into consideration when assessing the Relative Individual Performance of Mr. Schneider.
Downward adjustments made to one participant’s award could be used to make a corresponding upward adjustment to another participant’s award, provided that:
the total amount available for payout was limited to the funding pool created by actual performance against the Consolidated Plan EBITDA target; and
no award could exceed the maximum payout cap of 200% of target under the EIP and RPP.

 
In determining each ongoing NEO's Relative Individual Performance, the Committee considered, among other things, the following factors for:
Mr. Schneider, his critical contributions to the development of Realogy's vision, in particular his strong leadership role in driving substantial change at the Company, including strategic, product, value proposition, talent and cultural changes;
Mr. Gordon, the advancements made toward the realignment of the Company's technology and data organization as well as his strong contributions to the development of products and services designed to support our agent- and franchisee-focused strategy;
Mr. Peyton, the relative strength of the performance of the franchise business in 2018 as well as his increased responsibilities for certain company-owned brokerages and his contributions to the implementation of strategic initiatives related to the franchise business;
Ms. Wasser, her significant contributions to risk management as well as legal, compliance and regulatory matters; and
Mr. Gustavson, the solid execution of his oversight responsibilities for the accounting, treasury, tax and accounts payable functions as well as his assumption of an expanded role in November 2018 to include Interim CFO and Treasurer.

2018 Payouts Earned under the EIP & RPP.
The following table sets forth each NEO's target award, payout achieved based on Consolidated Plan EBITDA and Relative Individual Performance and the change from his or her 2017 award:
Name
Target Award ($)
Combined 2018 financial and individual
performance (%)