Stephen Murray
About Stephen H. Murray
Stephen H. Murray (age 71) is an independent director of Fathom Holdings Inc. (FTHM), serving since 2023. He is co‑founder, partner, and senior advisor at REAL Trends Consulting and previously co‑founded and served as President of REAL Trends, Inc. (1987–2020); he has acted as a senior advisor to HW Media since December 2020. Murray holds a BBA from Marshall University (1975) and has decades of executive and advisory experience in the residential real estate industry, including authorship of valuation/m&A periodicals and testimony as an expert witness on industry practices.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| REAL Trends, Inc. | Co‑Founder; President | 1987–2020 | Led industry trends publication and conference (“Gathering of Eagles”) shaping brokerage strategy |
| REAL Trends Consulting, Inc. | Co‑Founder; Partner; Senior Advisor | 1987–Present | Advisory work across brokerage mergers/valuations |
| InterAsset Group Inc. | Founder | May 1, 1992–Feb 28, 1993 | Entrepreneurial experience in finance/asset consulting |
| Industry Publications (valuation/mergers) | Author | 1994–2018 | Produced reference guides on brokerage valuation/M&A |
| Expert Witness (Real Estate Industry Practices) | Expert Witness | 2003–Present | Testimony on industry standards/practices |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HW Media | Senior Advisor | Dec 2020–Present | Media/insight role in housing market coverage |
No other public company directorships disclosed for Murray.
Board Governance
- Independence: The Board determined Murray is independent under NASDAQ rules and eligible for Compensation Committee membership (additional independence tests met).
- Committee assignments (evolving):
- 2023: Compensation Committee member; Nominating & Governance Committee member.
- 2024: Compensation Committee member; Nominating & Governance Committee member.
- 2025 (expected, post‑meeting): Compensation Committee member (with Flanders as Chair); Nominating & Governance Committee member.
- Attendance and engagement: All current directors attended at least 75% of Board/committee meetings in 2024; all directors attended the 2024 annual meeting. In 2023, all directors attended at least 75% of meetings (except Glenn Sampson); all attended the 2023 annual meeting except Ravila Gupta.
- Executive sessions of non‑employee directors are held regularly to promote open discussion.
| Year | Audit Committee | Compensation Committee | Nominating & Governance Committee |
|---|---|---|---|
| 2023 | – | Member | Member |
| 2024 | – | Member | Member |
| 2025 (post‑AM) | – | Member (Chair: Flanders) | Member (Chair: Venable) |
| Director Election Support | 2024 | 2025 |
|---|---|---|
| Votes For | 12,175,401 | 14,377,374 |
| Votes Withheld | 103,964 | 175,618 |
Fixed Compensation
| Component (2024 policy) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $50,000 | Paid quarterly |
| Compensation Committee member fee | $7,500 | Paid quarterly |
| Nominating & Governance Committee member fee | $5,000 | Paid quarterly |
| Murray’s total cash fees (2024) | $62,500 | Retainer + committee member fees (Comp + N&G) |
Board Chair retainer: $85,000 annually (approved Jan 2024; applies to independent Chair, not to Murray).
Performance Compensation
| Equity Award (Director) | Grant Date | Shares/Units | Fair Value | Vesting | Performance Criteria |
|---|---|---|---|---|---|
| RSU (Annual grant) | Aug 19, 2024 | 43,478 RSUs | $100,000 | Vests in full on Aug 18, 2025 | None; time‑vesting only |
| RSU (Annual grant) | Aug 28, 2023 | 15,432 RSUs (director grant cohort) | $100,000 (annual RSU policy) | Vests in full on Aug 27, 2024 | None; time‑vesting only |
Policy shift: Director equity moved from stock options (granted in 2022) to one‑year time‑vesting RSUs starting July 1, 2023 (in consultation with independent consultant Alpine Rewards).
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| REAL Trends/REAL Trends Consulting | Founder/Advisor | Industry advisory/insights; no related‑party transactions with Fathom disclosed involving Murray. |
| HW Media | Senior Advisor | Media role; no related‑party transactions disclosed involving Murray. |
Expertise & Qualifications
- 35+ years in brokerage strategy, valuation, and M&A advisory; leadership of a prominent industry trends publication and conference.
- Author of multiple valuation references on residential realty firms; extensive expert witness experience on industry practices.
- Education: BBA, Marshall University (1975).
- Board‑relevant qualifications: sector expertise in brokerage economics and consolidation; governance experience via committee service (Compensation; Nominating & Governance).
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | 0 | 48,817 | 266,500 |
| Ownership % of outstanding | <1% | <1% | <1% |
| Unvested RSUs included | 15,432 RSUs vest 8/27/2024 | 15,432 RSUs vested 2024; new 43,478 RSUs vest 8/18/2025 | 43,478 RSUs vest 8/18/2025 |
| Options (exercisable/unexercisable) | None disclosed for Murray | None disclosed for Murray | None disclosed for Murray |
Hedging/pledging: Company policy strongly discourages hedging and pledging of company stock by directors and employees.
Insider Trades
| Date Filed | Transaction Date | Form | Description |
|---|---|---|---|
| Sep 11, 2024 | Aug 19, 2024 | Form 4 | Reported grant of 43,478 RSUs (director annual grant). |
Governance Assessment
- Committee influence and alignment: Murray serves on Compensation and Nominating & Governance committees, participating in executive pay decisions, director compensation policy, and board refresh/governance practices—consistent with independent oversight.
- Independence and attendance: Board affirmed independence and Compensation Committee eligibility; attendance met or exceeded the 75% threshold, indicating engagement.
- Shareholder support: Strong “For” vote margins in both 2024 and 2025 director elections demonstrate investor confidence.
- Pay structure signals: Shift from options (2022) to one‑year time‑vesting RSUs (from 2023) lowers risk and improves retention but provides limited performance linkage for directors; annual cash retainer plus modest committee member fees align with small‑cap governance norms.
- Conflicts/related parties: No related‑party transactions disclosed involving Murray; broader company related‑party activity (e.g., notes issuance to a >5% shareholder and the Board Chair; board participation in a March 2025 share offering) did not identify Murray specifically.
- RED FLAGS:
- Section 16(a) timeliness: A late Form 4 filing noted for multiple directors, including Murray, for the Aug 19, 2024 grant (administrative compliance issue).
Overall: Murray brings deep domain expertise and steady committee engagement with solid shareholder support; absence of disclosed conflicts and adherence to independence standards supports board effectiveness, while director equity being purely time‑based suggests limited direct performance alignment in board compensation design.