UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Realogy Holdings Corp.
(Name of Registrant as Specified In Its Charter)
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We are filing this revised definitive proxy statement to correct an inadvertent error in the original definitive proxy statement filed with the Securities and Exchange Commission on March 19, 2021, that broker non-votes would have no effect on the outcome of Proposal 5 - Amendment of Certificate of Incorporation. This revised definitive proxy statement states that broker non-votes will have the same effect as votes cast "against" Proposal 5 (see "Frequently Asked Questions - How many votes are required to approve each proposal?").
NOTICE OF 2021 ANNUAL MEETING
OF STOCKHOLDERS AND
A Letter from our Chief Executive Officer
March 19, 2021
Over the past few years, Realogy has been on a transformation journey that was accelerated by the extraordinary nature of 2020. We are moving fast, operating with agility, and driving simplification as we stay focused on organic growth, enhancing technology innovation, and moving closer to the consumer. We believe our ongoing strategic evolution positions Realogy to deliver today and lead into the future.
Strong Operating Results
Realogy had a very strong 2020. We delivered great operating results, including $726 million Operating EBITDA, $555 million free cash flow and 13% homesale transaction volume growth. We made substantial progress on our strategic initiatives and enhanced our ability to capture greater transaction economics with our mortgage and title businesses contributing $266 million in Operating EBITDA in 2020. Realogy’s performance in the year further demonstrated the power of our full-service franchise, brokerage, and title operations as well as our minority-held mortgage joint venture.
Improved Capital Structure
Since joining Realogy, one of my highest priorities has been strengthening our capital structure. During 2020 we reduced our net debt by approximately $500 million, and our consolidated net debt leverage (excluding securitizations) ended the year at 3.4x, the lowest level since Realogy went public in 2012. We ended the fourth quarter of 2020 with no borrowings under our revolving credit facility, the first time that has occurred since mid-2016. From June 2020 through February 2021, we took advantage of our strong performance and positive market conditions to raise approximately $1.45 billion in the bond market at favorable rates. We retired our 2021 debt maturities, and we used approximately $900 million of new unsecured notes, due 2029, to reduce secured term loans due in 2023 and 2025. Reducing net debt by half a billion dollars, lengthening our debt profile, and substantially lowering our secured debt, combined to deliver very positive capital structure improvement.
As the COVID pandemic began to unfold in late first quarter 2020, we saw an unprecedented drop in housing volume. We pivoted quickly, prioritized the health and safety of our employees, affiliated agents, and customers, offered support to our franchisees, and reduced costs as we continued to invest for the future. As the housing market experienced an unprecedented bounce back, Realogy executed from a position of strength, stayed focused on simplification and cost, and further improved our financial profile. Through it all, our affiliated agents, supported by our technology and virtual enhancements, remained central to the real estate transaction as they pivoted to meet the changing housing needs of consumers.
People and Culture
The challenges of 2020 gave way to impactful culture-building opportunities for our Realogy team as we embraced new working environments, engaged in powerful conversations, and supported our colleagues in crisis. I remain proud of the resiliency, creativity, and dedication of Realogy’s employees who continue to safely support our affiliated agents, franchise owners, customers, and one another.
The strong foundation of our culture, rooted in integrity, innovation, and inclusion, helped us navigate 2020, and we continue to be recognized for our efforts. For the third consecutive year, Realogy was designated a great workplace by Great Place to Work® and for the first time was named by Forbes as one of the 2020 best employers for diversity. Most recently, Ethisphere® Institute, a leading international business ethics think-tank, recognized Realogy as one of the World's Most Ethical Companies for the tenth year in a row.
Our leaders help drive Realogy’s culture and our progress, and we are fortunate to have a powerful, diverse, and experienced bench. Over the past year, our talent development strategy allowed us to promote from within and demonstrate internal mobility, including appointing Brokerage HR leader Tanya Reu-Narvaez to Chief People Officer;
promoting Sue Yannaccone, a veteran leader with deep industry expertise, to president and CEO of Realogy Franchise Group; and elevating Rizwan Akhtar and Nashira Layade to Chief Technology Officer roles.
In closing, we are proud of Realogy’s accomplishments in 2020, and I continue to be incredibly excited about the future of our business. On behalf of our Board of Directors, my senior leadership team, and our employees, thank you for your continued support of and investment in Realogy.
Ryan M. Schneider
Chief Executive Officer and President
A Letter from our Independent Chairman of the Board
March 19, 2021
To Our Stockholders:
In an unprecedented year, Realogy—under CEO Ryan Schneider’s leadership and with full support of the Board—continued to execute against our long-term strategy while successfully navigating the unprecedented near-term challenges presented by the COVID-19 pandemic. As Ryan shared in his letter, the company has taken key steps to drive growth and improve our value proposition, capturing more economics of the real estate transaction, and delivering impactful technology and tools, all while continuing to simplify and streamline operations.
Complementing the progress made by management, the Board continued its focus on several key areas, including Investor Outreach, Corporate Governance, and Strategy and Capital Allocation. I’d like to update you on each of these areas.
Direct engagement with our investors continues to be a top priority for the Board. Our 2020 program included thoughtful discussions regarding strategy, capital allocation, compensation and governance matters, among others. For the third year running, our Board of Directors reinforced its commitment to stockholder feedback through the 2020 Investor Outreach Program to ensure thoughtful and informed consideration of evolving corporate governance and executive compensation best practices. In the fall, we extended invitations to holders of approximately two-thirds of outstanding shares and held calls with holders of approximately 50% of outstanding shares. Our Board is committed to further implementing corporate governance best practices and incorporating feedback from our investors.
We take pride in our commitment to good governance. In 2020, our Nominating & Corporate Governance Committee expanded its responsibilities to include oversight of environmental, social and governance (ESG) initiatives. We remain committed to creating and maintaining an ethical, inclusive and accountable culture at Realogy.
Consistent with best practices, we continue to be a leader in Board diversity. The Realogy Board comprises 11 directors, 10 of whom are independent for purposes of New York Stock Exchange listing standards. Diversity at the Board level remains a
priority with 27% of our Board representing minorities and 36% of our Board being women—a distinction for which Realogy has been honored by multiple leadership organizations, including Executive Women of New Jersey and the Women's Forum of New York. Our Board also has diversity of age and business experience, including technology and digital marketing experience, industry and franchise experience, and extensive leadership experience. The Board also supports ongoing efforts to increase diversity among Realogy’s executive and leadership levels.
In 2020, we continued to work with Ryan and his management team in oversight of the Company’s strategy. The Board held our annual immersive two-day meeting focused exclusively on strategy and competitive position in June 2020 and monitored progress on strategic execution throughout the year.
As noted in Ryan’s letter, the company made proactive moves and strategic investments to capture more of the evolving market and navigate the changing industry in an unparalleled year. We believe Realogy’s focus on enhancing our value proposition, innovating across technology and data, capturing more economics of the real estate transaction, and driving organic growth for its brands and affiliated agents positions the company attractively as we look ahead.
The Board was also actively involved in Realogy's COVID-19 response, implementing weekly meetings during the height of the pandemic. As the company proactively put temporary cost-reduction initiatives in place, the Board also responded to the disruption and uncertainty of the evolving crisis by waiving its third quarter Board fees and reducing its 2020 equity retainer. As the industry entered recovery, we eased cost measures in a prudent and appropriate manner.
The Board continues to thoughtfully consider the best use of our capital and seeks to invest in Realogy’s growth. We remain committed to deleveraging and opportunistic debt maturity management. In 2020, Realogy reduced net debt and improved our debt
maturity profile, making significant progress on our financial positioning.
The Board and I fully support Ryan and his team as they continue to execute on Realogy’s long-term strategic priorities, and we are confident they will deliver long-term value to our shareholders.
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.
Michael J. Williams
Independent Chairman of the Board
c/o Corporate Secretary
Realogy Holdings Corp.
175 Park Avenue
Madison, NJ 07940
2021 ANNUAL MEETING
|Date:||Wednesday, May 5, 2021|
Important Notice Regarding Availability of Proxy Materials for the 2021 Annual Meeting of Stockholders: Our Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended December 31, 2020 are available at on the Investors section of our website at www.realogy.com
|Time:||9:00 a.m., Eastern Daylight Time|
Owners of Realogy Holdings Corp.* common stock as of March 10, 2021 are entitled to notice of, and to vote at, the 2021 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 Questions—How do I attend the Annual Meeting on page 90.
We intend to hold the Annual Meeting as a virtual-only meeting due to ongoing health and safety concerns related to the coronavirus (COVID-19) pandemic. Accordingly, there will not be a physical meeting location. You will be able to attend the meeting online, examine a list of our stockholders of record, submit your questions and vote your shares electronically by visiting virtualshareholdermeeting.com/RLGY2021.
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 before the Annual Meeting, by telephone, by requesting a printed copy of the proxy materials and using the enclosed proxy card or by Internet during the Annual Meeting.
By order of the Board of Directors,
Marilyn J. Wasser
March 19, 2021
Purposes of the meeting
to elect eleven Directors for a term expiring at the 2022 Annual Meeting of Stockholders
|2.||to vote on an advisory resolution to approve executive compensation|
|3.||to vote on a proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal year 2021|
|4.||to vote on a proposal to approve the Amended and Restated 2018 Long-Term Incentive Plan|
|5.||to vote on a proposal to amend our Amended and Restated Certificate of Incorporation (our "Certificate of Incorporation") to clarify the Board's ability to adopt, amend, alter or repeal our Amended and Restated Bylaws (our "Bylaws")|
|6.||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.|
|* 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.|
|FORWARD LOOKING STATEMENTS|
This proxy statement contains “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 this proxy statement 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, 2020, 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|
This proxy statement includes certain supplemental measures of the Company’s performance that are not Generally Accepted Accounting Principles (“GAAP”) measures, including Operating EBITDA, Free Cash Flow, Senior Secured Leverage Ratio on a pro forma basis as well as Cumulative Free Cash Flow. Definitions of these non-GAAP terms and reconciliations to their most comparable GAAP terms are included as Annex A and Annex B to this proxy statement.
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.
|2020 INVESTOR OUTREACH PROGRAM|
Our Board maintains a proactive and robust investor outreach program, offering meetings to a substantial majority of shares held and meeting with holders of approximately 50% or more of Realogy common stock in each year since 2018. We believe that regular communication with our stockholders is critical to our Board's ability to ensure thoughtful and informed consideration of evolving corporate governance and executive compensation best practices. Investor feedback received during this outreach has served as a catalyst for substantive changes to both our governance and executive compensation programs.
At our 2020 Annual Meeting of Stockholders, our say-on-pay proposal received support from 88.6% of the votes cast, which we believe indicates support for the description of our executive compensation program as disclosed in the 2020 proxy statement as well as overall support for our continuing pay-for-performance alignment.
Under the Board's 2020 Investor Outreach Program, the Board reached out to stockholders representing over two-thirds of our outstanding shares and held in person meetings or calls with holders of approximately 50% of our outstanding shares (based on estimated holdings at the time of the outreach). These meetings were attended by Michael Williams, Independent Chairman of the Board, and Duncan Niederauer, Chair of the Compensation Committee joined him at substantially all of the meetings. Feedback from our stockholders was reviewed and discussed with the full Board.
Key topics discussed during these sessions include strategy, capital allocation, leadership, executive compensation and corporate governance as well as environmental, social and governance (ESG) topics. The vast majority of our investors expressed interest in continuing dialogue. Highlights from the meetings, and where applicable, Board responsive action to investor feedback, are listed below.
▪Diversity. Multiple investors expressed support for the existing diversity of our Board, which includes three women and two ethnically diverse members. The Board believes that its composition should include a broad spectrum of experience and expertise relevant to the Company. Accordingly, and consistent with investor feedback, the Board revised its Corporate Governance Guidelines in January 2021 to clarify that any Director search conducted by the Nominating and Corporate Governance Committee or a search firm engaged by that committee, will include women and minority candidates in the initial pool from which the Committee selects director candidates. The change formalizes the approach followed in recent Board candidate searches.
▪Executive Compensation Program. We discussed with our investors the framework of our 2020 executive compensation program, including the one-time Market Share Performance and Retention Awards granted in the second half of the year. Investors overall expressed support for our approach to executive compensation. See "Compensation Discussion and Analysis—Investor Outreach & our Say on Pay Vote" on page 35 for additional information.
▪ESG Reporting. Stockholders expressed support for the Board's strong corporate governance practices. Several investors provided us with suggestions and considerations for future reporting on ESG-related matters. Our Nominating and Corporate Governance Committee, which oversees our ESG initiatives, intends to focus on ESG topics on a quarterly basis in 2021, with the Board as a whole annually reviewing the status of the Company's ESG program, in a manner similar to the Board's approach to risk management and cyber security. Our 2020 corporate social responsibility report, issued in February 2021, highlights the ways in which Realogy seeks to have a positive impact on communities, employees, the marketplace and the environment.
BOARD COMPOSITION HIGHLIGHTS
Our Board is comprised of highly-qualified individuals who are committed to our Company.
Name and Age
Current or Key Business Experience†
Fiona P. Dias, 55
Principal Digital Partner, Ryan Retail Consulting (since 2015)
Matthew J. Espe, 62
Former President and CEO, Armstrong World Industries, Inc. (2010-2015)
V. Ann Hailey, 70
Former CFO, L Brands, Inc. (formerly, Limited Brands, Inc.) (1997-2006)
Bryson R. Koehler, 45
Chief Technology Officer, Equifax Inc. (since 2018)
Duncan L. Niederauer, 61
Former CEO, NYSE Euronext (2007-2013)
Ryan M. Schneider, 51
President and CEO, Realogy Holdings Corp. (since 2018)
Enrique Silva, 55
Former CEO and President, Checkers Drive-In Restaurants, Inc. (2007-2020)
Sherry M. Smith, 59
Former CFO, SuperValu, Inc. (2010-2013)
Christopher S. Terrill, 53
Former CEO of ANGI Homeservices (2017-2018)
|Felicia Williams, 55||2021||Macy's Fellow for CEO Action for Racial Equity|
Michael J. Williams, 63
Former President and CEO, Fannie Mae (2009-2012)
|†||See full biographies for each director nominee beginning on page 25.|
|*||C = Chair|
AC = Audit
CC = Compensation
NGC = Nominating and
TDC = Technology
EXECUTIVE COMPENSATION HIGHLIGHTS
Emphasis on At-Risk & Performance-Based Compensation
90% of 2020 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%|
Long-term value creation
Align with stockholder interests
|Cash (Short-Term Incentive)||Total: 25%|
Drive short-term performance
Attract and retain talent
* Target direct compensation includes base salary, annual incentive at target and the value assigned by the Compensation Committee to long-term incentive (equity) awards including, performance share units (PSUs) at target and restricted stock units (RSUs). Target direct compensation does not include the one-time Market Share Performance and Retention Awards granted in November 2020 due to the special one-time nature of the award, which for the CEO is 75% performance-based and 25% time-vested.
Performance Metrics Align with Business Strategy
|Annual Cash |
|Three-Year Performance Share Unit (PSU) Metrics||One-Time Two-Year Cash Incentive Metric*|
|Plan Operating EBITDA ||Cumulative |
Free Cash Flow
|Market Share Growth|
Operating EBITDA serves as our key metric for evaluating overall performance of our operating business and measures bottom-line growth
Leveraged to advance key Realogy strategic imperatives, including investing in our business and debt optimization
Measures our stockholder returns relative to an index selected by the Compensation Committee
Requires successful execution of multiple strategic imperatives, including agent & franchisee growth and increasing agent productivity
* Period runs from 09.30.2020 to 09.30.2022; CEO has an additional performance period from 09.30.2022 to 09.30.2023. See page 52.
Pay Aligned with Performance—Performance Metrics Working as Designed
Achievement against Performance Goals for Compensation Periods ended December 31, 2020
|Plan Operating EBITDA |
(Annual Incentive - 2020)
|Cumulative Free Cash Flow |
(PSUs - 2018 to 2020 Cycle)
|Relative Total Stockholder Return|
(PSUs - 2018 to 2020 Cycle)
Achievement: $726 million
Achievement: $1.439 billion
|Achievement: Below threshold |
Target Goal: $518 million
Target Goal: $1.619 billion
|Target Goal: Equal to Index|
Funding Achievement: 200%
Payout Achievement: 72%
Payout Achievement: 0%
|See page 39 for full summary||See page 48 for full summary||See page 47 for full summary|
Compensation Follows the Same Trajectory as Stockholder Results
Decline in Realized Value: 2018-2020 Performance Share Unit Cycle vs. Stock Price*
* Based on PSU target value against value of actual shares earned on December 31, 2020 and the change in our stock price from the March 1, 2018 date of award ($25.35) to the December 31, 2020 last day of the performance period ($13.12)
NO or Below Target payouts
received by participating NEOs under 2018-2020 PSU Awards
The table below summarizes historical and forecasted payouts under PSU awards as of December 31, 2020. To date, no payouts have been earned under the Relative Total Stockholder Return awards and no or below target payouts have been earned under the Cumulative Free Cash Flow awards.
PSU Award Cycle
|Years in Performance Share Unit Performance Period|
2016-2018 PSU Award†
Completed in 2018
(Aggregate Realized Value: 15%)
Below Target Payout (55% of shares)
2017-2019 PSU Award†
|Completed in 2019|
(Aggregate Realized Value: 0%)
2018-2020 PSU Award†
Completed in 2020
(Aggregate Realized Value: 21%)
Below Target Payout (72% of shares)
|2019-2021 PSU Award*||66% Completed|
Tracking Below Threshold
Tracking Above Target
|2020-2022 PSU Award*||33% Completed|
Tracking Above Target
Tracking Above Target
† Aggregate realized value of PSU awards is based upon shares earned times the stock price on the last day of the performance cycle vs. the target value of the award approved by the Compensation Committee.
* Actual results to be determined based upon results under the applicable metric at the conclusion of the applicable 3-year cycle.
GOVERNANCE OF THE COMPANY
Board Investor Outreach Programs
Our Board considers the feedback received from our stockholders via its investor outreach program to be a critical component of its executive compensation, corporate governance and strategic oversight functions.
Our Board prioritized investor outreach in 2020 so that the Board could hear directly from our investors.
We reached out to holders of more than two-thirds of our outstanding shares, meeting with holders of approximately 50%. For additional information on our 2020 Investor Outreach Program, go to page 1 (Proxy Summary—2020 Investor Outreach Program).
BOARD GOVERNANCE HIGHLIGHTS
Strong corporate governance is an integral part of our core values and practices.
To promote the long-term interests of stockholders, we consistently seek ways we can strengthen our Board and our corporate governance practices, including:
|Independent Chairman of the Board|
|92% Independent Directors|
|Annual Election of Directors|
|Majority Voting for Directors|
|Board Investor Outreach Program|
|Strong Stock Ownership Guidelines |
|Annual Say-on-Pay Vote|
|Proxy Access Bylaws|
|Annual Two-Day Meeting Focused Exclusively on Strategy|
|Our Independent Chairman of the Board and Chair of the Compensation Committee reached out to two-thirds and met with holders of ~50% of our stock in 2020|
Strategic Planning and Business Execution
Our Board spends a substantial amount of time working with management to refine Realogy's mid- and long-term strategy as well as significant attention on our near-term objectives, such as efforts focused on market position, growth, debt reduction and improving operating effectiveness.
The Board receives updates on our strategy at each of the nine regular Board meetings and holds an
additional 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.
During the height of the COVID-19 crisis in 2020, the Board met weekly with management to stay informed of the rapidly changing environment and
demonstrated an ability to act quickly to address the crisis. With Board oversight, the Company pivoted to a virtual environment in March 2020 as needed to protect employees, consumers, agents and franchisees.
We put in place temporary cost-saving measures to support operations, including a reduction in Board cash and equity fees for 2020. We realized approximately $150 million of aggregate temporary cost savings in the second and third quarter of 2020 as a result of measures taken in response to the COVID-19 pandemic. As the housing market entered into a recovery phase, the Board oversaw the reversal of these measures in a prudent manner, based upon the significant improvement in the volume of homesale transactions and ongoing business needs.
Throughout the crisis, the Board has remained focused on the execution of key strategic initiatives. With Board oversight, in 2020, the Company:
▪positioned itself to respond to various potential forms of recovery, whether rapid or more gradual, and to then take advantage of the strong recovery in the housing market during the second half of 2020, with combined closed homesale transaction volume up 13% year-over-year;
▪increased the number of independent sales agents affiliated with Realogy Brokerage Group by approximately 2%;
▪leveraged the need for virtual and digital solutions via a range of tools to assist consumers with virtual staging, virtual showings, and remote online notarization for title, escrow and settlement closings; and
▪improved our debt profile, including by:
◦reducing net debt $493 million during 2020 (excluding securitizations);
◦eliminating any balance on our revolving credit facility at December 31, 2020;
◦extending maturities through a refinancing transaction in June 2020; and
◦positioning the Company to execute significant refinancing transactions in January and February 2021, including:
*the issuance of $900 million in unsecured notes due 2029, the proceeds of which were used to pay down senior secured debt, and
*the extension of a portion of our senior secured debt from 2023 to 2025, subject to certain earlier springing maturity.
▪remained focused on expense management, realizing approximately $80 million of cost savings for full year 2020 from initiatives beyond the temporary cost saving measures in place during the second and third quarters of 2020
Environmental, Social and Governance Program.
Since 2020, the Nominating and Corporate Governance Committee has had oversight responsibility for the Company’s Environmental, Social and Governance, or ESG, initiatives, with the full Board receiving an annual report on the Company’s progress on ESG matters. The Company releases a corporate responsibility report on an annual basis, which can be reviewed on our website at www.realogy.com under the Responsibility page.
The Company and Board has historically focused on governance topics, including Board and management structure, best corporate governance practices, risk management, transparent and accurate information disclosure and strong auditing and compliance. Based on investor feedback during the past three Board-led Investor Outreach Programs, the Board believes that our stockholders view strong governance practices as the linchpin to an effective ESG program. Our key governance practices are outlined throughout this Governance of the Company section of the proxy statement.
Social issues, including diversity and inclusion—both at Realogy and in the real estate community—are a priority for the Company. Over half of our executive officers are women or ethnically diverse. Internally, we have long-standing Employee Resource Groups, each with its own business leader sponsor, that support and promote an inclusive culture company at Realogy. The executive team has set as a priority identifying development opportunities for minority employees with high leadership potential.
Externally, Realogy is a leader at several national real estate associations that promote the success of ethnically diverse real estate professionals. In 2020, Coldwell Banker® launched its Inclusive Ownership program to expand our reach and give minority, women, LGBTQ+ and veteran entrepreneurs in the real estate industry a clear path to broker ownership. Ten brokerages joined the brand as part of this program in 2020.
We do not manufacture products or own significant real property. Despite our limited environmental footprint, we seek to mitigate our environmental impact. For example, our headquarters building interior is LEED Gold certified and the building’s exterior is LEED Silver certified by the Green Building Certification Institute.
The protection of the health and safety of our employees is a Company priority. Throughout the COVID-19 crisis we have worked to comply with state and local regulators to ensure safe working conditions for our employees. At December 31, 2020, approximately 20% of our employees worked remotely on a full-time basis, other employees, in particular consumer-facing employees at our company owned brokerages, were operating in an office-based environment, while other employees remained on a hybrid model. We continue to monitor the COVID-19 crisis and are prepared to pivot as needed for the health and safety of our employees.
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 ten years.
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, chaired by our General Counsel and comprised of key members of management, meets regularly and plays a core role in the identification, monitoring, mitigation and management of the risks the Company faces. Our Head of Internal Audit reports directly to the Audit Committee and our Chief Ethics & Compliance Officer has a dotted-line reporting relationship to the Audit Committee, and each of these officers regularly
participate in executive sessions with the Audit Committee. Our ERM program is facilitated by our Vice President, ERM.
In 2020, an integrated risk assessment was performed by Internal Audit in collaboration with ERM and Ethics & Compliance, with the results driving our 2021 Internal Audit and 2021 Ethics & Compliance Plan.
On a regular basis, management presents to the Board, or the applicable Board committees, a comprehensive review of the Company’s ERM processes, including risk assessment and risk management 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 2020, these topics included the Company's potential exposure to risks related to:
▪competition, including industry and financial disruption;
▪cybersecurity and data privacy,
▪key strategic third-party relationships and customer concentration,
▪other 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, executive compensation, information technology (including cybersecurity and data privacy risks) and business strategy, including measures management has taken and will take to mitigate risks.
The Audit Committee is charged with reviewing our processes 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.
The Audit Committee also shares oversight responsibility with the full Board for our information security and technology risks, including cybersecurity. The Audit Committee or Board are briefed on these matters on a quarterly basis.
The Compensation Committee is responsible for overseeing the management of risks relating to talent, succession and executive compensation.
The Nominating and Corporate Governance Committee oversees the management of risks associated with the independence and composition of the Board, including that the Board has the appropriate skills and competencies necessary for effective oversight, as well as risks related to the reputation of the Company and potential conflicts of interest. In addition, the Nominating and Corporate Governance Committee revised its charter in early 2020 to assume responsibility for the monitoring of the Company's corporate social responsibility efforts, including with respect to environmental, sustainability, and related social and governance matters.
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.
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 as well as 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 Committee's independent compensation consultant also reviewed the results. 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 members of 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.
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 who is an executive officer of the Company, referred to herein as the Executive Committee. The Executive Committee includes the Chief Financial Officer, the Chief Executive Officer of each of our three business units, the Chief Executive Officer of Cartus Relocation Services and Realogy Leads Group, the two Chief Technology Officers, the Chief People 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. The November 2020 meeting of the Board was focused on these areas.
In 2020, the Board oversaw the promotion of Sue Yannaccone, a veteran leader with deep expertise in the industry, to president and CEO of Realogy Franchise Group, and the elevation of both Rizwan Akhtar and Nashira Layade to Chief Technology Officer positions. In January 2021, the Board approved the appointment of Tanya Reu-Narvaez, a
Realogy veteran since 2002, to the position of Chief People Officer (replacing the role of Chief Human Resources Officer at the Company).
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.
Availability of Corporate Governance Documents
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.
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.
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 any Director or executive officer, including our CEO, CFO or Chief Accounting Officer.
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 the transaction described under the heading Related Person Transactions on page 31, including 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.
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 (from late 2013) 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.
The following chart provides the membership of our standing committees in 2020:
|Nominating & Corporate Governance Committee||Technology and Data Committee|
Ad Hoc Transactions Committee(2)
|Fiona P. Dias||—||M||—||M||—|
|Matthew J. Espe||—||M||M||—||—|
|V. Ann Hailey||C||—||M||—||M|
|Bryson R. Koehler||—||—||—||M||—|
|Duncan L. Niederauer||—||C||—||M||M|
|Sherry M. Smith||M||—||M||—||—|
|Christopher S. Terrill||—||—||—||C||—|
|Michael J. Williams||M||M||C||—||C|
|Meetings held in 2020||14||7||7||4||5|
M = Member C = Chair
(1) Each member of each Committee is an Independent Director.
(2) Established in 2020.
(3) Ms. Williams joined the Board and became a member of the Audit Committee on March 18, 2021.
The full Board generally holds 10 regular meetings, five of which are full meeting that include regular committee sessions, one of which is a two-day strategy session and the balance of which are update meetings to review company performance and recent developments. Given the weekly meetings that occurred during the height of the COVID-19 crisis, during 2020, the Board held 19 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 in 2020.
As noted in the chart above, during 2020, the Board formed an Ad Hoc Transactions Committee that is focused on capital structure and capital allocation considerations and other finance matters, including our debt profile, as well as corporate transactions.
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.
In addition, when circumstances allow, 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, both in-person and virtually.
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.
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 Audit Committee also shares oversight responsibility with the full Board for our information security and technology risks, including cybersecurity and data privacy, as well as legal 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, Felicia Williams, Michael J. Williams and Sherry M. Smith are audit committee financial experts within the meaning of applicable SEC rules.
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 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.
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;
▪monitor corporate social responsibility matters;
▪oversee governance matters, including the development and recommendation to the Board of a set of corporate governance principles applicable to the Company;
▪review, and recommendation to our Board, of compensation, reimbursement and stock ownership policies for Directors; and
▪oversee 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
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.
Executive Sessions of Independent Directors
The Independent Directors met without any members of management present in executive session at each of the Board meetings held in 2020. During 2020, 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.
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 were in attendance at the 2020 Annual Meeting of Stockholders, which was held in a virtual-only format given the COVID-19 crisis.
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.
Compensation of Independent 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 55. The Compensation Committee recommends changes, if any, to the Nominating and Corporate Governance Committee, which in turn makes recommendations to the Board.
In light of the disruption and uncertainty created by the evolving COVID-19 pandemic, in April 2020, the Board determined to waive the cash portion of the Board fee for the third quarter of 2020 and to reduce the equity portion of the Board's 2020 retainer by setting the price used for determining the number of restricted stock units ("RSUs") granted under the annual RSU award at no lower than the closing price of the Company's stock on February 27, 2020 ($9.70 per share), which was the date that the Compensation Committee granted equity awards to the Company's executive officers. Absent this action, the number of RSUs granted under the annual RSU award would have been determined using $3.73 per share, the closing stock price on the May 6, 2020 date of grant.
No increases to the annual director retainer or standing committee retainers have been approved since May 2016.
The Board is subject to stock ownership guidelines for Directors as discussed under "Governance of the Company—Independent Director Stock Ownership Guidelines" on page 17 pursuant to which the Independent Directors must retain a meaningful portion of their equity compensation.
The following table sets forth the compensation for services payable to our Directors as of December 31, 2020, both before and after the reduction in Board fees applicable only in 2020:
|Annual Director Retainer Paid in Cash (unreduced)||$||75,000 |
2020 Reduced Annual Director Retainer Paid in Cash
Value of Annual Director Retainer Paid in Restricted Stock Units (unreduced)(2)
2020 Reduced Value of Annual Director Retainer paid in RSUs(2)
Annual Independent Chairman of the Board Retainer Paid in Cash (unreduced)(3)
2020 Reduced Annual Independent Chairman of the Board Retainer Paid in Cash(3)
Annual Independent Chairman of the Board Retainer Paid in Restrict Stock Units (unreduced)(2)(3)
2020 Reduced Value of Annual Independent Chairman of the Board Retainer paid in RSUs(2)(3)
|Audit Committee Chair Retainer||$||20,000 |
Audit Committee Member Retainer
|Compensation Committee Chair Retainer||$||15,000 |
Compensation Committee Member Retainer
|Nominating and Corporate Governance Committee Chair Retainer||$||10,000 |
Nominating and Corporate Governance Committee Member Retainer
|Technology and Data Committee Chair Retainer||$||10,000 |
Technology and Data Committee Member Retainer
(1)Members of the Board who are also officers or employees of Realogy Holdings or its subsidiaries (i.e., 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)Amounts shown reflect grant date fair market value.
(3)The Independent Chairman of the Board is not entitled to receive the Annual Director Retainers.
Cash fees are paid in advance on a quarterly basis on the first day of a quarter and the equity 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). The restricted stock unit awards vest one year following the date of grant. Directors may elect to receive fully vested shares of common stock in lieu of cash fees.
In the case of a new Director appointed in between annual meetings of stockholders, the RSU award is pro-rated for the period between the date of grant and the first anniversary of the immediately preceding annual meeting of stockholders.
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 settled 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 are eligible to 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.
The following sets forth information concerning the compensation of our Independent Directors in 2020:
Fees Earned or Paid in Cash
|Fiona P. Dias||73,750 ||53,835 ||127,585 |
Matthew J. Espe
|73,750 ||53,835 ||127,585 |
|V. Ann Hailey||98,750 ||53,835 ||152,585 |
|63,750 ||53,835 ||117,585 |
Duncan L. Niederauer
|88,750 ||53,835 ||142,585 |
|71,250 ||53,835 ||125,085 |
Sherry M. Smith
|78,750 ||53,835 ||132,585 |
Christopher S. Terrill
|73,750 ||53,835 ||127,585 |
Michael J. Williams
|155,000 ||96,137 ||251,137 |
* Felicia Williams did not join our Board until March 2021 and is not included in the table above.
(1)Amounts have been reduced to reflect that the Board waived the cash portion of Board retainers for the third quarter of 2020 in light of the disruption and uncertainty created by the COVID-19 pandemic.
(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 2020, representing the equity portion of the Director's retainer. In light of the disruption and uncertainty created by the evolving COVID-19 pandemic, the Board reduced the equity portion of the Board's 2020 retainer by setting the price used for determining the number of RSUs granted under the annual RSU award at no lower than $9.70 per share (the closing price of the Company's stock on February 27, 2020, the date that the Compensation Committee of the Board granted equity awards to the Company's executive officers). Absent this action, the number of RSUs granted under the annual RSU award would have been determined using $3.73 per share, the closing stock price on the May 6, 2020 date of grant.
The grant date fair value of equity awards granted in 2020 are computed in accordance with FASB ASC Topic 718. The assumptions we used in determining the grant date fair value are described in Note 13, "Stock-Based Compensation" to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.
(3)As of December 31, 2020, the following equity awards were outstanding for each independent director:
|Name||Aggregate RSU Awards (#)||Option Awards (#)|
|Fiona P. Dias||14,433 ||— |
Matthew J. Espe
|14,433 ||— |
|V. Ann Hailey||14,433 ||15,364 |
|14,433 ||— |
Duncan L. Niederauer
|14,433 ||— |
|14,433 ||— |
Sherry M. Smith
|14,433 ||— |
Christopher S. Terrill
|14,433 ||— |
Michael J. Williams
|25,774 ||9,573 |
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:
▪at least five times the cash portion of the annual Director retainer (i.e., $750,000 for our Independent Chairman of the Board or $375,000 for our other Independent Directors).
In addition, the Board eliminated vested stock options as counting toward the stock ownership requirement. Shares of Realogy common stock, deferred stock units, and unvested restricted stock units count as stock ownership. Directors have five years after joining the Board to achieve compliance with the
guideline levels. If the guideline levels are not achieved by this compliance deadline, 100% of net shares received from the exercise of stock options or the vesting of any full value award must be retained until compliance is achieved.
All of our Directors met the increased ownership guidelines based on the trailing 20-day trading average stock price as of December 31, 2020, except for Mr. Koehler and Ms. Williams, our newest Board members, who are within the five-year compliance period.
Each of Ms. Hailey and Messrs. Williams and Silva purchased additional shares of Realogy stock on the open market in 2020.
None of our current Directors has ever sold a share of Realogy stock
The following table shows each Independent Director's progress toward achievement of the stock ownership guidelines.
|Name*||Shares of |
Total Ownership Value ($)(2)
|Fiona P. Dias||— ||14,433 ||36,082 ||$||694,076 |
Matthew J. Espe
|13,537 ||14,433 ||20,403 ||664,645 |
|V. Ann Hailey||37,586 ||14,433 ||22,589 ||1,025,114 |
|Bryson Koehler||13,862 ||14,433 ||— ||388,773 |
|Duncan L. Niederauer||51,973 ||14,433 ||— ||912,418 |
|Sherry M. Smith||16,992 ||14,433 ||15,269 ||641,576 |
|Enrique Silva||32,615 ||14,433 ||— ||646,440 |
|Christopher S. Terrill||29,856 ||14,433 ||— ||608,531 |
|Michael J. Williams||76,691 ||25,774 ||— ||1,407,869 |
* Felicia Williams joined the Board on March 18, 2021 and was awarded 1,463 restricted stock units.
(1)Includes accrued dividend equivalent units. If a Director elected to defer his or her 2020 RSU award upon vesting in May 2021, such award is reported as deferred in the footnotes to the "Ownership of our Common Stock" table on the next page.
(2)Calculated based on average closing sale price for the 20 trading days immediately prior to the December 31, 2020 measurement date, in accordance with the stock ownership guidelines.
Ownership of Our Common Stock
The following table sets forth information regarding the beneficial ownership of our common stock as of March 10, 2021 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 10, 2021, there were 116,814,724 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(2)
Southeastern Asset Management, Inc.(3)
Tremblant Capital Group (4)
Dimensional Fund Advisors LP (5)
Ryan M. Schneider (6)
Charlotte C. Simonelli (7)
Marilyn J. Wasser (8)
Katrina L. Helmkamp (9)
Donald J. Casey (10)
Fiona P. Dias (11)
Matthew J. Espe (12)
V. Ann Hailey (13)
Bryson R. Koehler (14)
Duncan L. Niederauer (15)
Enrique Silva (16)
Sherry M. Smith (17)
|Name of Beneficial Owner||Amount and Nature of Beneficial Ownership of Common Stock||Percentage of Common Stock|
Christopher S. Terrill (18)
Felicia Williams (19)
Michael J. Williams (20)
Directors and executive officers as a group (21 persons) (21)
* Less than one percent.
(1)The information in the table is based solely upon the Schedule 13G filed by such person with the SEC on January 25, 2021. The principal address for BlackRock, Inc. is 55 East 52nd Street New York, NY 10055. BlackRock, Inc. reported sole voting power over 18,801,862 shares of common stock and sole dispositive power over all 19,136,205 shares of common stock.
(2)The information in the table is based solely upon Amendment No. 8 to Schedule 13G filed by such person with the SEC on February 10, 2021. The principal address for The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Vanguard reported sole dispositive power over 17,683,032 shares of common stock, shared voting power over 128,989 shares of common stock and shared dispositive power over 232,319 shares of common stock.
(3)The information in the table is based solely upon Amendment No. 4 to Schedule 13G jointly filed by such person, Longleaf Partners Small-Cap Fund and O. Mason Hawkins, individually with the SEC on February 16, 2021. 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 8,604,368 shares of common stock, no voting power over 154,620 shares of common stock, sole dispositive power over 154,615 shares of common stock and shared dispositive power over 8,604,368 shares of common stock and Longleaf Partners Small-Cap Fund reported shared voting and dispositive power over 8,604,368 shares of common stock. Mr. Hawkins disclaims direct or indirect control over the shares.
(4)The information in the table is based solely upon Amendment No. 1 to Schedule 13G filed by such person with the SEC on February 16, 2021. 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 6,451,630 shares of common stock.
(5)The information in the table is based solely upon Amendment No. 2 to Schedule 13G filed by such person with the SEC on February 12, 2021. The principal address for Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road Austin, Texas 78746. Dimensional Fund Advisors LP reported sole voting power over 5,874,623 shares of common stock and sole dispositive power over all 6,081,299 shares of common stock.
(6)Includes 570,693 shares of common stock underlying options. Does not include 334,741 shares of common stock underlying options, 457,199 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 10, 2021.
(7)Includes 39,286 shares of common stock underlying options and 38,822 shares subject to a restricted stock unit award. Does not include 39,286 shares of common stock underlying options, 127,934 shares of common stock subject to restricted stock unit awards or shares issuable under performance share unit awards that do not become exercisable or issuable within 60 days of March 10, 2021.
(8)Includes 237,992 shares of common stock underlying options. Does not include 46,701 shares of common stock underlying options, 86,753 shares of common stock subject to restricted stock unit awards, 11,743 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 10, 2021.
(9)Includes 28,901 shares of common stock underlying options. Does not include 28,902 shares of common stock underlying options, 69,455 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 10, 2021.
(10)Includes 207,853 shares of common stock underlying options. Does not include 38,734 shares of common stock underlying options, 63,510 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 10, 2021.
(11)Does not include 50,515 shares issuable under deferred stock units that will not become settleable within 60 days of March 10, 2021.
(12)Includes 14,433 shares subject to vesting under a restricted stock unit award. Does not include 20,403 shares issuable under deferred stock units that will not become settleable within 60 days of March 10, 2021.
(13)Includes 5,164 shares of common stock underlying options. Does not include 37,022 shares issuable under deferred stock units that will not become settleable within 60 days of March 10, 2021.
(14)Includes 14,433 shares subject to vesting under a restricted stock unit award.
(15)Includes 14,433 shares subject to vesting under a restricted stock unit award.
(16)Includes 14,433 shares subject to vesting under a restricted stock unit award.
(17)Does not include 29,702 shares issuable under deferred stock units that will not become settleable within 60 days of March 10, 2021.
(18)Includes 14,433 shares subject to vesting under a restricted stock unit award.
(19)On March 18, 2021, Ms. Williams was awarded 1,463 restricted stock units.
(20)Includes 9,573 shares of common stock underlying options and 25,774 shares subject to vesting under a restricted stock unit award.
(21)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 54,948 shares of common stock underlying options. Does not include with respect to such other executive officers 24,445 shares of common stock issuable upon exercise of options, 155,365 shares subject to restricted stock unit awards, 2,654 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 10, 2021.
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. Ms. Williams is being nominated for election as director for the first time and was originally proposed to us as a director nominee by a third-party search firm engaged by the Committee to identify potential director candidates.
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 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. The Committee includes, and has any search firm that it engages include, women and minority candidates in the initial pool from which the Committee selects director candidates. 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;
▪three 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;
▪one Director is African American; and
▪the age range for the Directors is 45 to 70.
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. In addition, the Chairman of the Board holds a telephonic meeting with each Director on a quarterly basis at which Directors are able to further share their views on matters related to the Board and the Company.
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;
▪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 or franchising 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,|
Financial and Capital Markets
Fiona P. Dias
Matthew J. Espe
|V. Ann Hailey||2008||x||x||x||x||x|
Bryson R. Koehler
|Duncan L. Niederauer||2016||x||x||x||x||x|
Ryan M. Schneider
Sherry M. Smith
|Christopher S. Terrill||2016||x||x||x||x||x|
Michael J. Williams
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.
Board of Directors
At the date of this proxy statement, the Board consists of eleven members, ten of whom are Independent Directors under NYSE listing standards and our corporate governance documents.
In February 2021, 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, Christopher S. Terrill, Felicia Williams 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 2022 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 10, 2021, 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.
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
▪Compensation (since Aug. 2013)
▪Technology & Data (since Aug. 2018)
Additional Public Directorships (current):
▪Qurate Retail, Inc.
Business Experience and Biographical Information: Ms. Dias, age 55, 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. Ms. Dias was formerly a member of the Board of Directors of Advance Auto Parts, Inc. from September 2009 to May 2019.
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
▪Compensation (since Dec. 2017)
▪Nominating & Corporate Governance (since Aug. 2018)
Additional Public Directorships (current):
▪WESCO International, Inc.
▪Foundation Building Materials, Inc.
▪Periphas Capital Partnering Corporation
Business Experience and Biographical Information: Mr. Espe, age 62, serves as an operating partner at Periphas Capital, a private investment firm (since 2018), Strategic Value Partners Global, a global investment firm (since 2018), and Advent International, a global private equity firm (since 2017). He 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 2010 until 2015. 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 and NCI Building Systems, Inc. from 2015 to 2017 as well as Armstrong World Industries, Unisys Corporation and Con-Way Inc.
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.
V. Ann Hailey Director since Feb. 2008
▪Audit Chair (since Feb. 2008)
▪Nominating & Corporate Governance (since Oct. 2012)
Additional Public Directorships (current):
▪W.W. Grainger, Inc.
Business Experience and Biographical Information: Ms. Hailey, age 70, 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 TD Ameritrade Holding Corporation from 2016 until its acquisition by The Charles Schwab Corporation in October 2020, 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
▪Technology & Data (since Jan. 2019)
Additional Public Directorships (current):
Business Experience and Biographical Information: Mr. Koehler, age 45, has served as Chief Technology Officer at Equifax Inc. since June 2018, where he is responsible for leading Equifax’s global product and 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.
Duncan L. Niederauer Director since Jan. 2016
▪Compensation Chair (since May 2016)
▪Technology & Data (since Aug. 2018)
Additional Public Directorships (current):
▪First Republic Bank
Business Experience and Biographical Information: Mr. Niederauer, age 61, is a founder and managing member of Transcend Wealth Collective, a financial advisory firm, and a co-founder of Communitas Capital Partners, a venture capital firm. 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. Mr. Niederauer was formerly a member of the Board of Directors of GEOX S.p.A. (Milan Stock Exchange) from 2014 to 2019.
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
Additional Public Directorships (current):
Business Experience and Biographical Information: Mr. Schneider, age 51, 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 current responsibilities and leadership as Chief Executive Officer of the Company, coupled with his 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. In addition, Mr. Schneider's service on the board of another public company allows him to offer broader perspectives on corporate governance topics to the Board.
Enrique Silva Director since Aug. 2018
▪Audit (since Aug. 2018)
Additional Public Directorships (current):
Business Experience and Biographical Information: Mr. Silva, age 55, has accepted an offer to become Chief Executive Officer of Culver Franchising System, LLC (Culver's), effective March 29, 2021. He served as the Chief Executive Officer and President of Checkers Drive-In Restaurants, Inc. from February 2007 to February 2020. 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
▪Audit (since Dec. 2014)
▪Nominating & Corporate Governance (since Aug. 2018)
Additional Public Directorships (current):
▪Deere & Company
▪Piper Sandler Companies
▪Tuesday Morning Corporation
Business Experience and Biographical Information: Ms. Smith, age 59, 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.
Christopher S. Terrill Director since July 2016
▪Technology & Data Chair (since Aug. 2018)
Additional Public Directorships (current):
▪Porch Group, Inc.
▪Z-Work Acquisition Corp.
Business Experience and Biographical Information: Mr. Terrill, age 53, has served as Executive Co-Chairman of Z-Work Acquisition Corp., a special purpose acquisition company (or SPAC), since September 30, 2020. He 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.
Felicia Williams Director since March 2021
▪Audit (since March 2021)
Additional Public Directorships (current):
▪Meridian Bioscience, Inc.
Business Experience and Biographical Information: Ms. Williams, age 55, has served in senior finance leadership roles at Macy’s, Inc., a premier omni-channel fashion retailer, for the past 17 years, including as an executive officer of Macy’s from 2016 to 2020 in the roles of Interim Chief Financial Officer from June 2020 to November 2020 and Senior Vice President, Controller and Enterprise Risk Officer from June 2016 to June 2020. She served as Senior Vice President, Finance and Risk Management from February 2011 to June 2016 and prior thereto across key corporate finance functions at Macy’s, including treasury, investor relations, risk management, financial services, financial planning and analysis, and internal audit. Ms. Williams is currently serving as Macy’s Fellow for CEO Action for Racial Equity, the first business-led coalition of its kind with a mission to advance racial equity through public policy. Prior to her time at Macy’s, Ms. Williams served in various financial positions at the Coca-Cola Hellenic Bottling Company in Athens, Greece and The Coca-Cola Company in Atlanta, Georgia (June 1994 to June 2004), Bristol-Myers Squibb, New York, New York (May 1990 to June 1994) and Arthur Andersen & Company, Washington, D.C. (June 1987 to May 1990).
Skills and Qualifications: Ms. Williams is well-qualified to serve as a member of the Board based on the breadth of her experience in finance, accounting, auditing and enterprise risk management. She brings to the Board extensive leadership experience and broad-based knowledge of the financial and operational issues affecting complex organizations.
Michael J. Williams Director since Nov. 2012
▪Audit (since Nov. 2012)
▪Compensation (since Jan. 2013)
▪Nominating & Corporate Governance Chair (since August 2013; member since November 2012)
Additional Public Directorships (current):
Business Experience and Biographical Information: Mr. Williams, age 63, 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 June 2014. He acted as the Chairman and Chief Executive Officer of Prospect Mortgage, from June 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.
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. During 2020, the Audit Committee approved the following related person transactions pursuant to the policy:
The Company's vendor relationships with Equifax Inc. pursuant to which (i) the Company licenses certain tools and obtains access to credit reports at an annual cost of approximately $41,000 per year and (ii) Equifax provides information with respect to unemployment claims, at a cost of approximately $76,500 in 2020. These relationships were in place prior to the appointment of Bryson Koehler (an executive of Equifax) to our Board and are not related to the services Mr. Koehler provides the Board or Equifax.
COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Discussion and Analysis, or the CD&A, focuses on the compensation of our named executive officers for 2020 as set forth below. We refer to this group as our "named executive officers" or "NEOs."
Our Named Executive Officers
2020 Financial Results
Realogy had a very strong 2020 even in the face of the COVID-19 pandemic.
Homesale transaction volume was up 13% in January 2020 and 11% in February 2020 compared to the prior year. However, commencing around mid-March 2020, as the pandemic began to unfold in the U.S., we saw an unprecedented drop in housing volume. During that time, we took proactive moves to protect employees, consumers, agents and franchisees.
We moved quickly to execute cost-savings measures to support our operations and realized approximately $150 million of aggregate temporary cost savings in the second and third quarter of 2020 as a result of measures taken in response to the pandemic. Our CEO and each of his direct executive reports agreed to a temporary reduction in base salary, including a reduction of 90% for the CEO and an initial 50% reduction for his direct reports.
While signs of recovery in the residential real estate market began late in the second quarter of 2020, we secured amendments to our senior secured credit facilities in July 2020 to help protect the Company against further downturns. As the recovery continued to gain strength, we prudently reversed substantially all of the temporary cost measures during the third quarter of 2020. Throughout the crisis, we have continued to invest in strategic initiatives to help affiliated agents and franchisees conduct business.
Our strength in geographies and high-end markets, strategic progress, agent and brand power, and technology initiatives, amplified by a strong housing market and favorable mortgage rates in the second half of the year, drove strong results for Realogy in 2020, including:
▪A 13% increase in combined homesale transaction volume (transaction sides multiplied by average sale price) compared with 2019
▪Revenue of $6.2 billion was up ~6% year-over year, with net loss of $360 million, driven primarily by non-cash goodwill and intangible asset impairments
▪Operating EBITDA of $726 million, an increase of 23% over 2019, driven by higher transaction volume and strong performance at our minority-held mortgage origination joint venture
▪Free Cash Flow of $555 million vs. $226 million in 2019
▪A 36% increase in our stock price year-over-year
We continue to hold a market-leading position, although industry competition remains formidable.
2020 Strategic Execution
In 2020, Realogy's leadership team capitalized on our powerful size and scale to advance our strategic initiatives, including:
▪Expanding the base of independent sales agents affiliated with our company owned brokerages, with Realogy Brokerage Group growing affiliated agents by approximately 2% in 2020
▪Attracting new franchise business, with our latest franchise offering—Corcoran—establishing new markets in eight states in 2020
▪Developing compelling technology-driven products and services attractive to agents and consumers, with the COVID-19 crisis driving accelerated adoption of our digital and virtual offerings in 2020
▪Capturing integrated real estate transaction economics, with $226 million of Operating EBITDA in 2020 driven by our title and mortgage businesses
▪Deleveraging and improving our debt profile:
◦reducing net debt (excluding securitizations) by $493 million year-over-year
◦eliminating any balance on our revolving credit facility at December 31, 2020
◦extending maturities through refinancing transactions in 2020 and 2021, including the issuance of $1.450 billion of debt since June 2020 to extend maturities and pay down secured debt.
* See Annex A for a full definition and reconciliation of the non-GAAP measures referenced in this section.
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 and shareholder value, including Operating EBITDA, Free Cash Flow and the generation of stockholder returns that meet or exceed the market.
Historic Payouts under Performance Incentive Plans Demonstrate Rigor
Pre-2020 Payouts above Target:
•Operating EBITDA - not since 2013
•Cumulative Free Cash Flow - Never
•Relative Total Stockholder Return - Never
In addition, in 2020, the Committee adopted a new multi-year performance metric, market share growth, to drive continued execution against strategic imperatives, including the attraction and retention of independent sales agents and franchisees and the delivery of technology-driven products and services designed to enhance their productivity. This market share growth metric is incorporated into the one-time Market Share Performance and Retention Awards granted to our named executive officers in the second half of 2020. See page 52 for additional details.
Realogy's outstanding financial performance in 2020, driven by its rapid response to the COVID-19 crisis, the fruition of management's long-term strategy and a very strong housing market recovery, resulted in above target payouts under our annual cash incentive plan for the first time since 2013. The average payout under our annual cash incentive plan for the period of 2017 to 2019 was 65.3%.
Our three-year performance share units did not pay out or paid out well below target. Under the 2018 to 2020 performance share unit awards 40% of aggregate target shares for our NEOs were earned and realized value was 21% of target (based on our stock price on December 31, 2020). This 79% decline in value is significantly steeper than the 48% decline in our stock price from the date of award (March 1, 2018) to the end of the performance period (December 31, 2020).
The Compensation Committee believes these results demonstrate that our pay-for-performance executive compensation program worked as designed with above target payouts under our annual incentive plan based on our outstanding Operating EBITDA performance in the year, below target payouts for our cumulative free cash flow generation over the 2018 to 2020 period, and no payout under our three-year relative total stockholder return metric.
In the aggregate, the realized value of the performance-based awards earned in 2020 was 78% of target for the three NEOs who participated in all three awards described below (based on our stock price on December 31, 2020).
|Plan Operating EBITDA |
(Annual Cash Incentive)
|Cumulative Free Cash Flow |
(3-year Performance Share Units)
|Relative Total Stockholder Return |
(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 Realogy's generation of cash to advance key strategic imperatives
Measures returns to our stockholders relative to an index selected by the Committee
Plan Funding in 2020: 200%
Metric Payout in 2020: 72%
Metric Payout in 2020: 0%
Target Goal: $518 Million
Target Goal: $1.619 Billion
Target Goal: Equal to Index
Achievement: $726 Million
Achievement: $1.439 Billion
Achievement: Below threshold
|See page 39||See page 48||See page 47|
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, a significant percentage of the compensation opportunity for each executive officer member of our senior leadership team, which we call our Executive Committee, is "at-risk" and includes 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 the remaining portion of target direct compensation paid in fixed base salary.
In 2020, 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.
The net result of our strong incentive plan structure was a mix of payouts in 2020, including payout at maximum for the 2020 annual cash incentive program tied to Plan Operating EBITDA and no payout, or below target payout, for long-term performance shares tied to Relative Total Stockholder Return and Cumulative Free Cash Flow, respectively.
As shown in the graphic below, our CEO's 2020 target direct compensation was:
● 90% at-risk (Annual + Long-Term Incentive)
● 75% tied to share price (Long-Term Incentive)
● 60% tied to objective performance metrics (Annual Incentive + PSUs)
The graphic above is based on value assigned by the Committee to 2020 long-term incentive (equity) awards, rather than the grant date fair value of such awards (which may be slightly different). It does not include the value of the one-time Market Share Performance and Retention Awards discussed on page 52, due to the nature of the award, which is not part of the regular target direct compensation program.
In 2020, target direct compensation for our ongoing NEOs (other than our CEO) was on average 71% at-risk and 50% tied to performance metrics. Overall ongoing NEO compensation was comprised 29% base salary, 29% annual incentive (cash), and 42% long-term incentive (equity)—with half of the equity granted in the form of performance share units and half granted in the form of time-vested restricted stock units. These averages exclude the one-time Market Share Performance and Retention Awards and special cash bonus payments made to Ms. Simonelli and Mr. Casey discussed on page 44, neither of which are part of the regular target direct compensation program.
Elements of 2020 Target Direct Compensation
The following table describes each element of 2020 target direct compensation and describes why the Committee has incorporated that element into Realogy’s executive compensation program.
What Is It?
Why Do We Pay It?
(see page 38)
Annual cash salary
To attract and retain top-tier talent by providing market-competitive fixed pay reflective of the executive’s position, experience, scope of responsibility and contribution to our performance
(see page 39)
Annual performance-based incentive plan that is funded by results under a Plan Operating 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 initiatives and other factors)
(see page 45)
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
To align compensation with stockholders,
PSUs constitute at least half of the long-term incentive award in 2020 and are designed to incentivize long-term value creation through stock and critical operating performance objectives over rolling 3-year periods
Time-based 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
|Restricted Stock Units vesting over |
Investor Outreach & Our Say on Pay Vote
Under the Board's 2020 Investor Outreach Program, the Board reached out to stockholders representing over two-thirds of our outstanding shares and held in person meetings or calls with holders of approximately 50% of our outstanding shares (based on estimated holdings at the time of the outreach). These meetings were attended by Michael Williams, Independent Chairman of the Board, and Duncan Niederauer, Chair of the Compensation Committee joined him at substantially all of the meetings (see page 1).
Our Chairman of the Board and our Chair of the Compensation Committee discussed with our
investors the framework of our 2020 executive compensation program, including the one-time Market Share Performance and Retention Awards granted in the second half of the year.
Investors overall expressed support for our approach to executive compensation. In addition, some investors raised topics unique to their perspective, but there were no unified themes that would cause us to modify the compensation program.
For example, in response to one stockholder request, we have added additional detail on the individual performance factors taken into account by the
Committee when determining the annual cash incentive award payout, which we call our Executive Incentive Plan (see pages 41 to 43).
In response to other investor comments, the Committee, with the assistance of its independent compensation consultant, considered the adoption of one or more of "per share" performance metrics for
use in executive officer incentive plans. The Committee determined to revisit the potential adoption of a new or additional metric in the future, but determined that a "per share" metric would not be practical at this time given the Company's current focus on investing in the business and reducing indebtedness.
Strong Commitment to Compensation Best Practices:
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 significant 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 that of our executives, 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 in 2020 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
•Annual (but changes may be less frequent and are not guaranteed); or
•Upon a promotion or material change in responsibilities
•Individual performance assessment, including input from our CEO*
•Extent of role’s impact on financial and strategic goals
•Internal pay equity
•Relative positioning to the peer group and other market comparables
•Period since last increase
•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.
When designing executive compensation, the Committee also takes into account that significant decreases in realizable value for our NEOs could
damage Company performance if our pay program does not offer sufficient incentive and retention value to our key executive talent.
In exceptional circumstances, the Committee may offer special incentive, retention or other bonus awards if such action is determined by the Committee to be necessary to achieve its incentive and retention goals. For additional information on the one-time Market Share Performance and Retention Awards granted by the Committee in the second half of 2020 and the special cash bonus awards made to each of Ms. Simonelli and Mr. Casey for their contributions to our 2020 performance, see pages 52 and 44, respectively.
In addition, the Company offers its NEOs severance protection and limited perquisites.
2020 Base Salary
In February 2020, the Committee approved base salaries for 2020 (each effective March 7, 2020) as set forth in the following table.
For each NEO, other than the CEO or CFO, the Committee determined that with the volatility and macroeconomic factors present in our industry, it was appropriate to restructure compensation elements to decrease the annual long-term incentive target by $200,000, while increasing base salary by $100,000 (with a corresponding increase in annual cash incentive opportunity).
In making this change, the Committee considered for each such NEO that the NEO's total target direct compensation opportunity remained unchanged from 2019, was weighted 50% to performance-based conditions, and was weighted over 50% "at-risk." The Committee also considered the retentive value of this change in mix as well as the mix of compensation relative to the peer group.
In approving a 15% increase to base salary for Ms. Simonelli, the Committee considered her exemplary performance during her first year as the Company's CFO, the Company's expectations with respect to her contributions in 2020 and her positioning relative to the peer group.
From April 2020 to mid-July 2020, each NEO agreed to a temporary reduction in base salary. For the CEO, a 90% reduction in base salary was applicable throughout this period. Each other NEO had an initial 50% reduction in base salary, which was restored in steps during this period.
The base and earned salaries for each NEO in 2020 is reflected in the table below.
|2020 Annual Base Salaries|
|Name||Previous Year of |
Base Salary ($)
|2020 Annual |
Base Salary ($)
|2020 Earned Salary ($)||Earned Salary 2020 v. Base Salary 2019 (%)|
2020 Annual Incentive (Cash)
Summary. All of our NEOs participate in an annual cash incentive program called the Executive Incentive Plan, or EIP. The EIP is entirely funded based on achievement against a Plan Operating EBITDA target, with potential adjustments for certain other items provided under the terms of the program, including pension expense or the cost of certain litigation that differs from the 2020 Budget, the elimination or reduction of listing aggregator fees, and other items, determined at the discretion of the Committee, including extraordinary corporate transactions.
The Committee selected Plan Operating EBITDA as the financial performance metric under the EIP 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.
In February 2021, the Committee determined that maximum funding had been achieved under the 2020 EIP based upon the Company's 2020 Operating EBITDA, particularly given the Company's very strong performance in the second half of the year, even inclusive of the results of Cartus Relocation Services. Given these strong results, the Committee determined not to make any adjustments permitted under the EIP as such adjustments would have had the net impact of positively increasing the level of Plan Operating EBITDA achieved.
The total amount available for payouts under the EIP is limited by the funding provided by Plan Operating EBITDA results.
Each NEO’s entire potential award under the EIP is subject to decrease or increase based on his or her Relative Individual Performance.
The Relative Individual Performance metric was integrated into the EIP 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 during the applicable year.
Key Facts: Annual Incentive (Cash)
Historical Payouts (2014-2019)
44% to 100% of Target
|Award Determined by||Plan Operating EBITDA and Relative Individual Contribution|
Achievement against Plan Operating EBITDA target
2020 Target Annual Incentive. The Committee approved the following target opportunities (expressed as a percentage of earned salary, without regard to the temporary reductions in salary during 2020) to the NEOs: (i) for the CEO, 150% target award opportunity (given his overall greater accountability for the performance of the Company), and (ii) for the other NEOs, 100% target award opportunity. The Committee believes these targets were consistent with market practice for each NEO position at the time the 2020 annual incentive program was established in February 2020.
Due to an extra pay period in 2020 (27 pay periods vs. the normal 26 pay periods), the target awards for certain NEOs exceed their base salary. This anomaly occurs approximately once a decade.
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.
|2020 EIP Funding Calculation|
Aggregate Participant Target Awards
Plan Operating EBITDA Results
|Individual 2020 EIP Awards Calculation|
Funded EIP Award Pool
|x||Relative Individual Performance (%)||=||Individual EIP Award ($)|
2020 Target 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 2020 EIP was funded by multiplying this aggregate target opportunity by the actual level of performance achieved (expressed as a percentage) against the Plan Operating 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 must result in a corresponding decrease to the amount earned by one or more other EIP participants.
The 2020 EIP also included a prohibition against any participant's award exceeding the maximum payout cap of 200% of target under the EIP.
Rigor in Setting the Plan Operating EBITDA Target. The target Plan Operating EBITDA goal was set by the Committee at a level equal to the budget approved by the Board for 2020, or the 2020 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 2020 EIP was based solely on Plan Operating EBITDA for the consolidated Company.
While the 2020 Plan Operating EBITDA target was lower than actual Operating EBITDA reported by us for 2019, the Committee believed the 2020 EIP target was rigorous in large part due to the factors listed below.
When setting the 2020 EIP target, the Committee considered that:
▪the 2020 Budget forecasted mid-single digit homesale transaction volume growth; and
▪included targeted objectives for gains from organic growth opportunities and benefits from cost saving initiatives.
The foregoing benefits were expected to be more than offset and be negatively impacted by:
▪the expected impact of the discontinuation of the USAA program in November 2019;
▪continued pressure on the share of gross commission income paid by our company owned brokerages; and
▪forecasted expenses for growth investments in the business, including strategic initiatives focused on the retention and recruitment of independent sales agents in a highly competitive environment.
The 2020 Budget also assumed the successful divestiture of our relocation business, which ultimately did not occur. The inclusion of the net negative Operating EBITDA generated by the relocation business in 2020 reduced the amount of Plan Operating EBITDA achieved under the EIP, which nevertheless exceeded the maximum target for 2020.
Balancing these factors, the Committee believed that the target set for the EIP was in fact rigorous, notwithstanding it being lower than the actual 2019 EIP achievement.
Had the Committee used 2019 Operating EBITDA ($590 million) as the 2020 EIP target, we would have also achieved a payout at maximum, using the same scaling for threshold and maximum achievement.
Historical EIP payouts based on performance against the Plan Operating EBITDA target set by the Committee, as shown in the table below, further demonstrate the level of rigor required to achieve payout under the plans.
|Historical payouts under the EIP |
|Average of above||90%|
* Before application of Relative Individual Performance
Target and Actual 2020 Plan Operating EBITDA funding under the EIP
The table below sets forth the:
▪Pre-established Plan Operating EBITDA performance levels at threshold, target and maximum payout; and
▪Actual Plan Operating EBITDA performance achieved in fiscal 2020.
2020 Plan Operating EBITDA*
Funding under the EIP
|Performance Level||Payout as % of Target||Plan Operating EBITDA |
* See Annex A for a definition of Operating EBITDA and a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure.
Relative Individual Performance Calculation.
The Committee, in collaboration with the full Board, establishes individual performance goals for our CEO at the beginning of the fiscal year based on our annual financial and strategic plan.
Likewise, each member of the Executive Committee works with our CEO at the outset of the year to establish quantitative and qualitative goals designed to drive our corporate strategy and results. In early 2020, with onset of the COVID-19 crisis, we quickly pivoted to an additional set of interim goals designed to protect the Company and its stakeholders, including expense reduction, liquidity preservation, the health and safety of employees and independent agents, effective moves to remote work for various functions, rapid adoption of virtual technologies and new processes for management and closing of transactions. At the same time, management maintained goals around key strategic initiatives. These essential additional goals were also evaluated as part of 2020 executive performance assessments.
Following the conclusion of the year, our CEO provided an in-depth review of his performance to the Board. After consultation with the Board, the Committee assessed the CEO's Relative Individual Performance, taking into account the following factors:
▪Execution against interim goals related to the COVID-19 crisis;
▪Achievement of key strategic and operational objectives;
▪Execution of key initiatives;
▪Execution of key talent management initiatives; and
▪Other factors identified as appropriate.
The CEO also presented the Committee with his assessment of the Relative Individual Performance of each member of the Executive Committee taking into consideration each executive's pre-established goals and the factors listed above.
The Committee reviewed and discussed each of the other NEO's Relative Individual Performance, taking into account the CEO's recommendations.
When determining each NEO's Relative Individual Performance, the Committee did not assign a specific weighting to any of the individual goals or factors, but considered progress and results against the objectives in the aggregate.
In determining to rank each NEO's Relative Individual Performance as meeting "target", the Committee considered, among other things, the following factors:
▪his role in Realogy’s strong 2020 financial performance and execution against key strategic goals, including, among other things:
◦positioning the Company to capitalize on the strong recovery in the housing market and favorable interest rate environment during the second half of 2020—with the Company seeing a 13% increase in combined homesale transaction volume in 2020 as compared with 2019 and outstanding growth in its title business and minority-owned mortgage origination joint venture
◦expanding the base of independent sales agents affiliated with our company owned brokerages (2% in 2020)
◦successfully launching our latest franchise offering, Corcoran (which established new markets in eight states in 2020)
▪his rapid response to the COVID-19 crisis with respect to employee, agent and franchisee health and safety
▪his oversight of the implementation and subsequent reversal of temporary cost reductions that resulted in an aggregate of $150 million in savings during the second and third quarters of 2020
▪the significant contribution the foregoing factors made in the reversal of multi-year declines in Company Operating EBITDA (with year-over-year Operating EBITDA up 23% in 2020)
▪improvements in the Company's capital structure, including the factors noted for Ms. Simonelli below
▪his progress against goals to simplify and streamline the Company's business, including the sale of the Company's property management business
▪his critical contributions to the development of Realogy's vision, in particular his strong leadership role in driving substantial change at the Company (including strategy, product, value proposition, talent and culture and capital allocation)
▪his continued execution against human capital management goals, demonstrated through strong
employee engagement scores and the successful advancement of three diverse internal candidates to the Executive Committee in 2020
▪the contribution that the foregoing factors may have had on the substantial improvement in the Company's stock price during the year—with a closing stock price of $13.12 on December 31, 2020 vs. the stock price closing low of $2.29 on March 18, 2020, following the onset of the COVID-19 crisis
▪her leadership on the Company's financial response to the COVID-19 crisis, including proactive efforts intended to increase liquidity to support our operations, identify and implement cost-saving measures, and provide liquidity to affiliated franchisees in light of the emerging crisis
▪her work on improved management of expenditures and long-term cost saving initiatives
▪her progress on our goal to reduce corporate indebtedness and improve our debt profile, including:
◦reducing net debt by $493 million year-over-year (excluding securitizations)
◦reducing our revolving credit facility balance to zero in the fourth quarter of 2020, the first time the Company has not had a revolver balance since mid-2016
◦reducing our Consolidated Leverage Ratio to 3.4x at December 31, 2020
◦her efforts to improve our corporate debt ratings
▪her significant contributions to the further development of Realogy's lead generation programs and strategic collaborations
▪her successful launching of the first-ever real estate benefits program designed for AARP members despite the COVID-19 crisis; and
▪her active role in managing and mitigating the client and employee impacts related to the COVID-19 crisis, more restrictive U.S. immigration policies, and the Company's formerly planned sale of our employee relocation business
▪her strong leadership with respect to legal, compliance, regulatory and governmental affairs matters and significant contributions to risk management, including leadership of the Company's Risk Management Committee and proactive measures on new and growing risks
▪her oversight of the Company's complex legal functions that in 2020 supported:
◦the Company's rapid compliance with new state and local safety and operation rules associated with the COVID-19 pandemic
◦a substantial increase in the volume and complexity of agreements across the business
◦the successful resolution of certain significant outstanding litigation, regulatory matters and contractual disputes
◦disclosure enhancements put in place under her leadership across a range of practice areas, including compliance with data privacy laws
▪her strategic support of critical corporate and commercial matters, including the provision of legal advice with respect to the Company's response to the COVID-19 crisis, liquidity and debt management, and divestitures
▪her contributions to facilitating effective and efficient board interactions and engagement, in particular with respect to best corporate governance practice
▪the maintenance of the Company's robust culture of compliance, as demonstrated through the Company's 100% compliance rate by active employees for mandatory annual ethics and compliance training
▪his active role in leading the title and settlement services segment of our business (including our minority interest in the mortgage origination joint venture with Guaranteed Rate, Inc.), which contributed $226 million or 31% of the Company's 2020 Operating EBITDA (from $68 million or 12% in 2019), aided by a low interest rate environment
▪the Committee further considered that the Company's results were enhanced by Mr. Casey's effective implementation of strategic initiatives, including the rapid transition to products that allow for remote and virtual closing processes following the onset of the COVID-19 crisis and his efforts to grow our title agent base
2020 Payouts Earned under the EIP
The following table sets forth each NEO's target award and payout achieved:
Target Award ($)(1)
|Combined 2020 financial and individual |
|2020 Payout ($)|
|1,557,692 ||200%||3,115,384 |
|755,769 ||200%||1,511,538 |
|755,769 ||200%||1,511,538 |
|600,000 ||200%||1,200,000 |
|Donald Casey||574,039 ||200%||1,148,078 |
(1)Target awards are based on the salary that would have been earned, but for the temporary reduction in salary applicable to the NEOs from April to mid-July 2020. Due to an extra pay period in 2020 (27 pay periods vs. the normal 26 pay periods), the target awards for certain NEOs exceed their base salary. The salary multiple applicable to the CEO was 1.5x and, for each other NEO was 1.0x.
Special Cash Bonus (Ms. Simonelli & Mr. Casey)
The award of bonus payments to NEOs is not part of the regular executive compensation program and such payments are not commonly granted by the Committee. Based on the factors described below, the Committee determined to grant a special cash bonus payment to each of Ms. Simonelli and Mr. Casey in recognition of their meaningful contributions to the Company's strong financial performance in 2020.
In granting a bonus payment in the amount of $300,000 to Ms. Simonelli, the Committee took into account the improvements in our debt profile and balance sheet orchestrated by Ms. Simonelli, including:
▪our June 2020 issuance of the 7.625% Senior Secured Second Lien Notes due 2025 (the net proceeds of which were used to discharge the 5.25% Senior Notes due 2021)
▪our July 2020 entry into amendments to our senior secured debt agreements to secure financial covenant relief and help protect the Company against the potential for further COVID-related downturns
▪the preparation for and structuring of our refinancing transactions in January and February 2021, which included:
◦our issuance, in the aggregate, of 5.75% Senior Notes due 2029, the proceeds of which were used, together with cash on hand, to pay down $905 million of our senior secured debt, which had the effect on a pro forma basis of reducing the Company's Senior Secured Leverage Ratio (the financial covenant under our senior secured credit facilities) at December 31, 2020 to 0.60x, and
◦our entry into amendments to our senior secured debt agreements to extend the maturity dates of a portion of the remaining
amounts outstanding from February 2023 to February 2025 (subject to certain earlier springing maturity).
The Committee also considered that Ms. Simonelli's 2020 target direct compensation placed her below the 25th percentile of the Company's peer group and that, inclusive of the bonus payment, she remained under the 50th percentile of the Company's peer group.
In granting a bonus payment in the amount of $300,000 to Mr. Casey, the Committee took into account his significant efforts in building and executing his strategic vision for Guaranteed Rate Affinity, the Company's minority-held mortgage origination joint venture since its launch in the third-quarter of 2017.
The Committee noted that in 2020, we recorded equity earnings from Guaranteed Rate Affinity of $126 million as compared to $15 million in 2019 and a loss in 2018. Accordingly, Guaranteed Rate Affinity contributed 17% of the Company's Operating EBITDA for the year ended December 31, 2020 as compared to 3% of the Company's Operating EBITDA for the year ended December 31, 2019.
The Committee also considered that Mr. Casey's 2020 target direct compensation placed him below the 50th percentile of the Company's peer group and that, inclusive of the bonus payment, he was within the median of the Company's peer group.
In making these awards, the Committee also considered the criticality of each of Ms. Simonelli's and Mr. Casey's roles at Realogy and took note of the competitive environment for executive talent, in particular with respect to these executives, and the potential business disruption likely to be caused by unplanned attrition.
* See Annex A for a full definition and reconciliation of the non-GAAP measures referenced in this section.
Long-Term Incentive (Equity)
Long-term incentives, or LTI, consists of equity awards granted under the Realogy 2020 Long-Term Incentive Plan.
|2020 Long-Term Incentive Awards by Grant Type and Weighting|
Performance-Based Awards (Performance Share Units)
|Other NEOs ||20%||30%||50%|
† The weighting above is based on the valuation approach used by the Committee to determine the appropriate allocation among the components of target direct compensation, rather than the grant date fair value of the awards.
In 2020, the Committee again allocated 60% of our CEO's long-term incentive compensation value to performance share units, or PSUs. The PSUs are tied to Company achievement against pre-established metrics over the three-year period ending December 31, 2022. Half of each other NEO's 2020 long-term incentive award was awarded in the form of PSUs.
The performance metrics used in the PSU program are Relative Total Stockholder Return, or RTSR, and Cumulative Free Cash Flow, or CFCF, each of which is explained under the heading "Performance Share Units" in this CD&A.
The remaining 2020 LTI award was comprised of time-based awards granted in the form of restricted stock units, or RSUs, eliminating options in the design of the 2020 LTI awards.
In setting the mix of equity, the Committee weighed its preference for performance-based awards against the retention benefits provided by time-based equity awards. The Committee noted the meaningful three-year ratable vesting period for RSU awards.
In eliminating options and to substitute in their place additional time-based RSU awards under the 2020 LTI, the Committee took several factors into account including:
▪input from stockholders during the winter session of our 2019 Investor Outreach Program;
▪that the change would reduce the total number of shares awarded under the Company's 2018 Long-Term Incentive Plan;
▪that a significant portion of executive compensation would remain at-risk and subject to performance metrics; and
▪that the additional RSUs would support executive retention.
When the 2020 LTI awards were granted, substantially all outstanding option awards held by our NEOs were “underwater,” with no “in the money” value, and were tracking to have no realizable value without an increase in stock price. In addition, outstanding performance-based equity awards were tracking to have no or below target realizable value.
The Committee considered the following factors when determining each NEO’s 2020 LTI grant:
▪the need to provide sufficient long-term incentives;
▪the need to satisfy retention objectives;
▪a competitive pay analysis prepared by the Committee’s independent compensation consultant;
▪the executive’s expertise, experience and criticality to Realogy; and
▪individual performance reviews conducted by the Committee with input from our CEO in the case of his direct reports and, in the case of our CEO, with input from the Board.
The Committee kept the LTI awards flat, year-over-year, for Mr. Schneider, determining that the LTI opportunities appropriately recognized his role in the oversight of our entire operations. The Committee believes that Mr. Schneider’s 2020 LTI award is appropriate given that:
▪the majority of his LTI award is tied to the achievement of objective performance goals over a three-year performance cycle;
▪his broad scope of responsibilities and the critical role he plays in setting and executing the Company’s business strategy;
▪his equity awards are subject to both the Company's Clawback Policy as well as his continued compliance with the restrictive covenants in his employment agreement; and
▪his awards vest over a period of three years and will be forfeited if he is terminated for cause or voluntarily leaves his position.
The Committee weighs PSU awards more heavily for Mr. Schneider than other NEOs, with 60% of his 2020 LTI target value tied to the RTSR or CFCF metric (as opposed to 50% weight for our other NEOs). Equal target compensation value was assigned to each of these PSU metrics for the 2020-2022 performance period for our CEO in order to provide further incentive to him to drive the creation of stockholder value through both stock performance and the Company’s generation of Free Cash Flow.
The Committee increased the target value of the LTI awards granted to Ms. Simonelli by 9% to reflect her exemplary performance during her first year as the Company's CFO, the Company's expectations with respect to her contributions in 2020 and her positioning relative to the peer group.
For each other NEO, the Committee determined to decrease the 2020 LTI by $200,000, while increasing base salary by $100,000 (with a corresponding increase in annual cash incentive opportunity), for the reasons noted under "2020 Base Salary" on page 38.
In making adjustments to LTI award values, the Committee considered the low realizable and retentive value of prior equity awards at the time of Committee action.
The following table shows the 2020 LTI awards granted to our NEOs as well as the aggregate LTI target direct compensation value assigned by the Committee and aggregate grant date fair market value of those awards.
|2020 Long-Term Incentive Grants|
PSU Awards (#)(1)
Time-Based Awards (#)
LTI Target Direct Compensation Value ($)(2)
|Ryan Schneider||231,958 ||231,958 ||309,278 ||$||7,500,000 ||$||7,258,756 |
|24,742 ||37,113 ||61,855 ||1,200,000 ||1,174,266 |
|Katrina Helmkamp||16,494 ||24,742 ||41,237 ||800,000 ||782,838 |
|Marilyn Wasser||22,680 ||34,020 ||56,701 ||1,100,000 ||1,076,409 |
|Donald Casey||16,494 ||24,742 ||41,237 ||800,000 ||782,838 |
(1)Shares underlying performance-based PSU awards and grant date fair market value are presented at target.
(2)The number of PSUs granted under the RTSR metric was determined by dividing the value of the award approved by the Committee by our closing stock price on the date of grant ($9.70), while the grant date fair market value of $8.66 per RTSR PSU was determined, in accordance with FASB ASC Topic 718, by a Monte Carlo simulation performed by an independent third-party.
Performance Share Units
Since 2014, Performance Share Unit, or PSU, awards have comprised at least half of the LTI award.
In 2020, the Committee allocated the following amounts of LTI target value to PSU awards:
▪60% of the CEO's LTI award; and
▪50% of other NEOs' LTI award.
The number of units that may be earned under each PSU award is a multiple of the target award, with
such multiple based upon the achievement of the applicable performance metric over the three-year performance period.
For example, the PSU awards granted in 2020 measure performance from January 1, 2020 to December 31, 2022. Likewise, the PSU awards that were earned for the three-year period ending December 31, 2020 were granted in 2018. Payouts are determined by linear interpolation when achievement falls between performance levels.
All of our currently outstanding PSU awards are based on two metrics—relative total stockholder return, or RTSR, and cumulative Free Cash Flow, or CFCF.
PSUs are denominated in stock units, so the award value tracks Realogy stock price over the three-year performance period.
Earned PSUs are distributed in actual shares of our common stock during the first quarter of the year after the end of the three-year cycle. Amounts earned are based upon the Committee's determination of results and are forfeitable if the Company does not meet pre-established threshold targets for CFCF and RTSR.
Relative Total Stockholder Return
Summary. The Relative Total Stockholder Return metric was initially adopted by the Committee as a PSU metric in 2015 at the recommendation of investors.
The RTSR metric focuses on Realogy stockholder returns relative to an index selected by the Committee—with outperformance against the index resulting in payouts above target and underperformance resulting in no payout, or payouts below target.
|RTSR PSU—Design Features|
Total stockholder return relative to a hypothetical investment in the applicable benchmark index
Target Direct Compensation Weighting
In 2020, PSU awards tied to RTSR were:
- 50% of CEO PSU award
- 40% of other NEO PSU
(% of Target Shares Vested)
Threshold = 40%
Target = 100%
Maximum = 175%
Prior to 2019, RTSR awards were tied to the SPDR S&P Homebuilders ETF (XHB) index, or XHB index. During the Board’s 2018 Investor Outreach Program, several investors suggested that the Committee evaluate the use of different indexes for future RTSR awards.
Accordingly, the Committee reviewed several alternative indexes in designing the 2019 RTSR awards. In adopting the S&P MidCap 400 as the RTSR benchmark, the Committee considered:
▪that the S&P MidCap 400 index is a broad-based index more easily tracked and understood by investors;
▪that performance against the S&P MidCap 400 index emphasizes outperforming the market, rather than a specific industry;
▪the addition of Realogy to the S&P MidCap 400 index in September 2018 (which was effective until May 2019, when Realogy was added to the S&P SmallCap 600);
▪that from 2016 to 2018, the S&P MidCap 400 index correlated more closely to our stock performance than other indexes considered; and
▪suggestions from our investors.
The Committee believes the RTSR metric aligns long-term executive compensation with the interests of our stockholders and is working as designed with:
▪No payouts earned under any cycle completed to date, including the cycle ended December 31, 2020
RTSR PSU Cycles
|Cycle||Shares Earned||Realized Value|
|2018 to 2020||0%||0%|
|2017 to 2019||0%||0%|
|2016 to 2018||0%||0%|
|2015 to 2017||0%||0%|
▪Forecasted payouts under outstanding cycles reflect the improvement in our stock price during 2020
|Forecasted achievement* |
RTSR PSU Cycles Outstanding at 12.31.20
|2019 to 2021||Below threshold|
|2020 to 2022||Above target|
* As of 12.31.20; actual results will be determined at the conclusion of the applicable three-year cycle
Mechanics of RTSR PSU Awards Granted in 2020. Consistent with prior RTSR PSU awards, payouts under the RTSR PSU award granted for the three-year performance period of January 1, 2020 to December 31, 2022 will be determined by measuring the difference at the end of the performance period between the:
▪total stockholder return realized through an investment in Realogy stock, and
▪total stockholder return realized through an investment in the applicable index.
Both calculations include dividends paid during the performance period, if any.
|2020-2022 RTSR PSU Payout Formula|
MidCap 400 Index TSR
The Committee protects against excessive awards by limiting payouts as follows:
▪if Realogy total stockholder returns are negative, the payout may not exceed 100%, regardless of our relative performance against the comparator index, and
▪the value of the shares of Realogy common stock to be issued in payment of the RTSR PSU award may not exceed 300% of the award's grant date fair market value.
The Committee may exercise negative, but not positive, discretion in determining the performance level achieved under this metric.
Benchmark Index. Target payouts for the 2020 RTSR PSUs will be earned for performance equal to the S&P MidCap 400 index. For every +/- 1% change in RTSR, the payout as a percentage of the target award will increase/decrease by 2%. Maximum payouts will be made at 175% of target if Realogy's TSR exceeds the S&P MidCap 400 index TSR by 37.5 percentage points, assuming Realogy's TSR is positive. Payouts will be made at threshold (40% of target) if Realogy's TSR trails the S&P MidCap 400 index by 30 percentage points.
In deciding to utilize an RTSR metric, the Committee recognized that a significant majority of our competitors are privately-held. In the absence of an index of publicly-traded companies engaged in a similar business to Realogy, the Committee will regularly evaluate the trading correlation between the S&P MidCap 400 index and our common stock and may determine to use another index or a custom peer group with respect to future grants, if any, tied to RTSR. The Committee also recognizes that there is an inherent challenge with an RTSR metric when certain of the Company's most significant competitors do not rely on public equity.
Cumulative Free Cash Flow
Summary. The Committee first used CFCF as a PSU metric in 2015. Target performance is set in-line with the Company’s strategic plan for the corresponding three-year period covering the award.
CFCF PSU awards incorporate feedback received during the 2018 Investor Outreach Program
In August 2020, to mitigate the impact of COVID-19 on potential payouts under the 2020-2022 and 2019-2021 CFCF PSU awards, the Committee provided for the potential adjustment to those awards to eliminate fiscal year 2020 from the applicable three-year performance cycle. Based on the very positive full year results for 2020, there was no need to include these potential adjustments.
We do not disclose actual CFCF targets prior to the close of the related financial period for competitive reasons, but the 2020-2022 target was aligned with the Company's 2020-2022 strategic plan when adopted. A threshold payout of 50% of the target award will be earned if 70% of target CFCF for the 2020-2022 period is achieved and a maximum payout of 200% of the target award will be earned if 130% of target CFCF is achieved.
The Committee has the authority to exercise negative or positive discretion to adjust the payout earned under this metric, including to take into account extraordinary corporate transactions or developments per the metric definition on the following page.
The Committee has continued its use of the CFCF metric in the LTI because it believes the metric:
▪reflects the manner in which our stockholders measure Realogy’s operating performance
▪aligns with our strategic objectives, including making strategic investments in our business and de-levering the balance sheet
▪is working as designed, with:
◦No or below target payouts earned under the first four completed PSU cycles, including the cycle ended on December 31, 2020
|Historical achievement |
CFCF PSU Cycles
|Cycle||Shares Earned||Realized Value*|
|2018 to 2020|
|2017 to 2019||0%||0%|
|2016 to 2018|
|2015 to 2017|
* Realized value is based on shares earned times our stock price on the last day of the performance cycle vs. the Committee-approved target value of the award
◦Forecasted payouts under outstanding cycles reflect the improvement in our financial performance during 2020
CFCF PSU Cycles Outstanding at 12.31.20
|2019 to 2021||Above target|
|2020 to 2022||Above target|
* As of 12.31.20; actual results will be determined at the conclusion of the applicable three-year cycle
|CFCF PSU—Design Features|
Cumulative Free Cash Flow generated by Realogy over a three-year period, as adjusted for items pre-established by the Committee
|Target Direct Compensation Weighting |
In 2020, PSU awards tied to CFCF were:
- 50% of CEO PSU award
- 60% of other NEO PSU
(% of Target Shares Vested)
Target = 100%
Threshold = 50%
Maximum = 200%
Mechanics of CFCF PSU Awards Granted in 2020. At the time of grant, the Committee pre-established the CFCF target and permitted enumerated adjustments for determining CFCF results for the three-year period that include increases or decreases that differ from the cash amounts assumed in the forecast underlying the target. Neither the CFCF target goal or actual achievement against the target goal take into account capital expenditures during the performance period.
The Committee incorporated investor feedback from the 2018 Investor Outreach Program in the PSU awards granted since 2019, such that the calculation of CFCF excludes 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.
Other specific adjustments for the 2020 CFCF metric relate to the use of cash that differs from management’s budget and are used for:
▪former parent legacy payments;
▪business optimization & restructuring expenses;
▪extinguishment of debt;
▪the elimination or reduction in listing fees; and
▪litigation and regulatory compliance, net of insurance reimbursement.
Achievement Against Performance Metrics and Payouts under the 2018-2020 PSU Award Cycle
On February 22, 2021, the Committee made the following determinations with respect to the PSU awards granted in 2018 that measured performance over a three-year performance period ended December 31, 2020:
The aggregate target value realized by participating NEOs under the 2018-2020 PSU award cycle was 21% as of December 31, 2020.
No payout was earned under the RTSR metric.
Relative Total Stockholder Return Results
0% Payout Earned (2018-2020 Cycle)
|Realogy TSR||XHB TSR||Actual Relative TSR||Payout|
RTSR Performance Range (2018-2020 Cycle)
▪Target if RTSR is equal to XHB Index
▪Maximum if RTSR better than +37.5%
▪Threshold: RTSR is better than -30%
Below target payout was earned under the CFCF metric.
The following table sets forth the:
▪Pre-established CFCF performance levels over the three-year period of January 1, 2018 to December 31, 2020 at threshold, target and maximum payout; and
▪Actual CFCF performance achieved during the 2018 to 2020 period.
† See Annex B for a definition of Cumulative Free Cash Flow and the calculation of actual results under the terms of the award agreement.
Cumulative Free Cash Flow† Results
72% Payout Earned (2018-2020 Cycle)
|Payout as % of Target|
The table below shows the aggregate shares earned by NEOs under the 2018-2020 PSU cycle, along with the payout value of those shares based on the results discussed above.
|Aggregate Payouts Earned under the 2018-2020 PSU Award Cycle|
|Name||Target Award ($)|
Aggregate Shares Earned (#)(1)
2020 Payout Value ($)(1)
Target Value Realized (%)(2)
|Ryan Schneider||4,500,000 ||67,550 ||$||886,256 ||20%|
|Marilyn Wasser||650,000 ||11,709 ||153,622 ||24%|
|Donald Casey||700,000 ||12,610 ||$||165,443 ||24%|
(1)Shares earned includes the value of dividend equivalent units accrued on earned shares and 2020 Payout Value is based on $13.12 per share, the closing market price of Realogy common stock on the NYSE on December 31, 2020 (the last day of the performance cycle).
(2)Target value realized represents the 2020 Payout Value divided by the Target Award.
See page 5 of this proxy statement for the status of outstanding PSU cycles as of December 31, 2020. Actual results will be determined based upon results under the applicable metric at the conclusion of the applicable three-year cycle.
Restricted Stock Units. Vesting restrictions on restricted stock units, or RSUs, lapse over three years, with 33.33% lapsing on each anniversary of the grant date.
When setting LTI awards, our Committee considers the important role of RSUs in:
▪encouraging executive retention; and
▪aligning the interests of our NEOs with the interests of our stockholders, as the value of these time-based awards will increase or decrease with the value of our stock.
Dividend Equivalent Units. Prior to the discontinuation of our quarterly cash dividend in the fourth quarter of 2019, PSUs and RSUs were credited with dividend equivalent rights related to any cash dividend paid by Realogy. Options do not carry dividend equivalent rights. Any additional units that were credited as dividend equivalents are subject to the same vesting requirements, settlement provisions, and other terms and conditions as the original award to which they relate. No dividend equivalents will be paid unless and until the underlying award is vested or settled.
2021 Annual and Long-Term Incentive Programs
In February 2021, the Committee determined that the design of the 2021 annual cash and long-term equity incentive awards would be substantially consistent with the design of the 2020 program.
Specifically, the 2021 Executive Incentive Plan will continue to be funded based upon the achievement of EBITDA with individual payouts under the plan based Relative Individual Performance. NEO target awards under the EIP remain unchanged, except with respect to Mr. Schneider. In consultation with its independent compensation consultant, the Committee increased Mr. Schneider’s target incentive award under the 2021 EIP from one and a half times to two times earned salary. In approving this change, the
Committee took into account competitive target annual incentive opportunities for leaders in his position, including among our peer group and considered his significant contributions to the Company’s performance in 2020 as well as his anticipated future contributions, noting the crucial role Mr. Schneider is expected to play in the continued execution of the Company’s long-term strategy and the potential business disruption likely to be caused by a loss of his services.
2021 long-term incentive awards consist of the same forms of equity and weighting as set forth on page 45, with the 2021-2023 PSU awards continuing to be based on RTSR and CFCF. See the "2021 Long-Term Incentive Awards" table below.
2021 Long-Term Incentive Awards
The table below sets forth the LTI grants made to our NEOs by the Committee, effective February 25, 2021.
|2021 Long-Term Incentive Grants|
Performance-Based PSU Awards(1)
LTI Target Direct Compensation Value ($)(1)(2)
Fair Value ($)(1)(2)
|CFCF (#)||RSUs (#)|
|Ryan Schneider||159,574 ||159,574 ||212,765 ||7,500,000 ||6,607,975 |
|Charlotte Simonelli||19,148 ||28,723 ||47,872 ||1,350,000 ||1,242,949 |
|Katrina Helmkamp||11,347 ||17,021 ||28,368 ||800,000 ||736,563 |
|Marilyn Wasser||15,602 ||23,404 ||39,007 ||1,100,000 ||1,012,773 |
|Donald Casey||11,347 ||17,021 ||28,368 ||800,000 ||736,563 |
(1)Shares underlying performance-based PSU awards, LTI target direct compensation value and grant date fair market value are presented at target.
(2)The number of target PSUs granted under the RTSR metric was determined by dividing the value of the award approved by the Committee by our closing stock price on the date of grant ($14.10), while the grant date fair market value of $8.51 per RTSR PSU was determined, in accordance with FASB ASC Topic 718, by a Monte Carlo simulation performed by an independent third-party.
One-Time Market Share Performance & Retention Awards
In the second half of 2020, the Committee granted each NEO a cash-based performance incentive award tied to a market share metric (each, a "Market Share Performance Award") and a time-vested cash award (each, a "Retention Award").
The Market Share Performance Award (weighted 75% of the total award for the CEO and 50% for the other executive officers) requires achievement of growth in Realogy's share of existing homesale transaction volume over a two-year period ending September 30, 2022, with an additional performance period applicable to the CEO based upon market share growth for the one-year period ending September 30, 2023.
The Committee established a two-year performance period for the Market Share Performance Award applicable to all NEOs in order to motivate performance over the longer term and established an additional cycle covering 2022 to 2023 for the CEO to incentivize continued growth in the context of a multi-year performance program. The Committee determined to grant a cash-based award due to limitations on the availability of shares under the 2018 Long-Term Incentive Plan and based on retention considerations.
Factors Considered by the Committee. In selecting market share growth as the performance metric for the Market Share Performance Award, the Committee took into consideration that this metric would require the management team to successfully execute multiple strategic initiatives over the performance period, including the:
▪recruitment and retention of independent sales agents affiliated with our company owned brokerages;
▪attraction and retention of franchisees; and
▪delivery of products and programs, including lead generation programs and products that are appealing to consumers and/or make independent sales agents and brokerages more productive and their businesses more profitable.
The Committee also noted that success on the market share metric could favorably impact other key strategic initiatives, including enabling the Company to gain greater transaction economics through our ancillary businesses.
In addition, the Committee discussed that the mix of metrics utilized in the regular performance-based compensation program offered protection against the
potential for unintended incentives under the Market Share Performance Award, as the pursuit of unprofitable market share would have an adverse impact on both the Operating EBITDA and Free Cash Flow metrics utilized in the Company's annual and long-term based compensation program.
|Market Share Award—Design Features|
Growth in market share over a two-year period ending September 2022
CEO has an additional performance period ending September 2023
Market share at September 30, 2020 was 15.0%
|Target Opportunity |
CEO = 1.5x base salary, per performance period
Other NEOs = 1.0x base salary
Target = 100%
Threshold = Not applicable
Maximum = Not applicable
In establishing the retention component of the award, the Committee considered that the NEOs had experienced significant decreases in realizable value of target direct compensation in the past several years (including the impact of the voluntary temporary salary reductions in place for part of 2020 as a result of the COVID-19 crisis). The Committee recognized that these declines in realizable value may disadvantage the Company going forward as equity awards granted between 2017 to 2019 offered limited incentive or retentive value to the key executive talent that is critical to the execution of our long-term strategy and future growth potential. The Committee also acknowledged the competitive landscape for executive talent and the potential business disruption likely to be caused by a loss of our NEOs' expertise. The Committee also discussed the outstanding performance of the NEOs, in particular Mr. Schneider, in light of the challenges presented during 2020.
Mechanics. The Market Share Performance Award will be earned if our market share (as measured by our transaction volume for existing home sale transactions) as of September 30, 2022 exceeds our 15.0% of market share as of September 30, 2020 (and, for the additional performance period applicable
to the CEO, if market share on September 30, 2023 exceeds market share on September 30, 2022). No amounts will be earned if the performance metric is not satisfied.
Market share is measured by the ratio of:
▪Homesale transaction volume (sides times average price) in which Realogy’s owned brokerages and franchisees participate to
▪All existing homesale transactions in the U.S. as reported by the National Association of Realtors (NAR), regardless of whether an agent or broker was involved in the transaction—calculated by doubling the number of existing homesale transactions reported by NAR to account for both the buy and sell sides of a transaction multiplied by NAR's average sales price.
Each participant generally must remain employed with the Company throughout the applicable performance period in order to be eligible to receive a payout of the Market Share Performance Award. If a participant’s employment is terminated without cause or due to his or her death, disability, or retirement during the applicable performance period, such participant will be eligible to receive a pro-rata amount of the Market Share Performance Award based on actual performance.
The Retention Award is subject to forfeiture if the applicable NEO retires or terminates employment with the Company with or without cause or for good reason and is equal to 100% base salary for each NEO, including the CEO.
Our Clawback Policy applies to both the Market Share Performance Award and the Retention Award, which will allow our Board of Directors to recoup incentive compensation in the event of a material restatement or adjustment of our financial statements, misconduct, or breach of the participant’s restrictive covenants with the Company, including those related to non-competition and non-solicitation.
Stock Ownership Requirements
Adopted in 2013 by the Committee, Realogy’s Stock Ownership Guidelines encourage stock ownership among the Executive Committee members to further the objective of aligning our executives’ interests with those of our stockholders.
|Stock Ownership Guidelines|
|Other EC Members||3x salary|
Under Realogy’s stock ownership guidelines, members of the Executive Committee are required to own shares of our common stock equal to a specified multiple of their annual base salary. Realogy common stock, deferred stock units and unvested RSUs count toward achieving the ownership requirement. Options and unearned PSUs are not counted.
Based upon feedback during our Investor Outreach Program, the Committee increased the CEO’s minimum stock ownership requirement to 6x annual base salary
Compliance must be achieved within five years of becoming an Executive Committee member. Executive Committee members must retain one-half of the net shares upon exercise of an option (after giving effect to the exercise price and applicable taxes upon exercise) and one-half of the net full-value shares that vest until the Executive Committee member has met his or her minimum ownership level. In the event that an Executive Committee member has not met the ownership requirement at the end of the five-year period, such executive must retain 100% of the net shares until compliance is achieved.
Mr. Schneider, Ms. Simonelli, Ms. Wasser and Mr. Casey satisfied the ownership requirements as of December 31, 2020. Ms. Helmkamp has five years from commencement of employment with us to meet the ownership requirement.
Limited Other Benefits and Perquisites
Our compensation program does not include material other benefits or perquisites.
All employees, including NEOs, may participate in our 401(k) plan. The plan currently provides a matching contribution of 60% of amounts contributed by the officer, subject to a maximum of 6% of eligible compensation.
In December 2017, the Committee froze participation in our Executive Deferred Compensation Plan, which previously allowed NEOs to defer cash and/or equity under that plan. Mr. Casey participates in a now-closed, defined benefit pension plan and excess benefit plan (future accruals of benefits were frozen on October 31, 1999).
Qualifying employees who are required to relocate in connection with their commencement of employment with us are entitled to relocation benefits through Cartus, including limited tax gross-up assistance. Ms. Helmkamp received such relocation benefits in 2020.
Timing & Valuation of Equity Grants
The Committee's practice generally is to grant LTI awards to the NEOs at the regularly scheduled Committee meeting in February of each year with awards granted and priced on the third business day following the release of full year earnings results and the filing of our Annual Report on Form 10-K. The Committee retains the ability to determine that another grant date may be appropriate in certain circumstances.
During the year, the Committee also may approve equity awards, typically for executives hired or promoted and in connection with acquisitions. The Committee also has delegated to the CEO certain limited authority to make grants to non-Section 16 officers and the Committee is apprised of any such grants on a quarterly basis.
In connection with valuing the grants of equity awards, it is our policy generally to use, as the grant or strike price for any equity award, the closing price of our common stock on the effective date of the grant. For RSUs and for PSUs, the Committee typically approves a dollar value, which is then divided by the closing sale price of our common stock on the date of grant. For determining the grant date fair value of PSUs that have an RTSR metric, the Committee utilizes a Monte Carlo simulation performed by an independent third-party valuation firm to determine fair value.
Hedging and Pledging Prohibited
Our Procedures and Guidelines Governing Securities Trades by Company Personnel prohibits all Directors, executive officers and employees from engaging in hedging transactions or pledging the Company’s securities, including but not limited to our common stock, and no waiver from that prohibition may be granted by the Company.
The Committee remains committed to continuing to link executive compensation with Company performance through performance-based and at-risk compensation vehicles in 2020 and future years, despite the elimination of the performance-based compensation exemption upon the passage of the Tax Cuts and Jobs Act in December 2017.
|Clawback Policy Overview|
Who does the Clawback Policy apply to?
Current and former Section 16 officers
What compensation can be clawed back?
Cash incentive or equity-based compensation
What situations give rise to claw back?
The Committee has discretion to claw back compensation in the event of:
- A material restatement or adjustment to the financial statements that would have had the effect of reducing incentive compensation received in past three years
- Misconduct, including knowing legal/regulatory breaches, fraud, knowing misrepresentations and corruption resulting in material financial or reputational harm
In addition, each of our NEOs is subject to one or more restrictive covenant agreements with Realogy (which include non-compete and non-solicitation provisions) pursuant to which the Company can clawback severance payments or stop the payment of equity awards if the restrictive covenant agreement is breached.
Severance Protection in 2020. As described in more detail under “—Agreements with Named Executive Officers” and “—Potential Payments upon Termination or Change in Control,” each of our NEOs is entitled to severance pay and benefits upon a “qualifying termination”—meaning, a termination without “cause” by the Company or a termination for “good reason” by the executive.
For each of our NEOs, severance pay is equal to a multiple of the sum of annual base salary and target annual incentive, along with the continuation of welfare benefits. The severance multiple for our CEO is 200% and for each other NEO is 100% (although, in the case of a qualifying termination of employment
within twenty-four months following or in connection with a change in control of the Company, their multiple is 200%).
The higher multiples of base salary and target bonus payable to Mr. Schneider are based upon his overall greater responsibilities for our performance.
No NEO is entitled to any tax reimbursement protection for “golden parachute excise taxes.”
The Committee believes the severance and benefits payable to our NEOs under the foregoing circumstances aid in the attraction and retention of these executives as a competitive practice and are balanced by the inclusion of restrictive covenants (such as non-compete provisions) to protect our value following a termination of an executive’s employment without cause or by the executive for good reason. In addition, we believe the provision of these benefits will keep the executives focused on the operation and management of the business.
Compensation Risk Assessment
As part of its oversight of the Company’s executive compensation program, the 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. See “Governance of the Company—Oversight of Risk Management” for additional information on the Committee’s process.
Role of Committee, Advisors and Executives in Setting Executive Compensation