Bryson R. Koehler
About Bryson R. Koehler
Independent director of Anywhere Real Estate Inc. (HOUS) since January 2019; age 49. Current CEO of Revinate, Inc. (since 2024); prior Chief Product, Data, Analytics and Technology Officer at Equifax (2018–March 2024) and technology leadership roles at IBM Watson/Cloud, The Weather Channel Companies, and Intercontinental Hotels Group. Serves on the Audit Committee and Product & Technology Committee; designated by the Board as an “audit committee financial expert.” Independent under NYSE and company criteria; attended at least 75% of Board/committee meetings in 2024 (Board held 16 meetings; Audit 8, Product & Technology 3) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equifax Inc. | Chief Product, Data, Analytics & Technology Officer | Jun 2018–Mar 2024 | Led global product, data, analytics & IT strategy/operations . |
| IBM (Watson and Cloud Platform) | Chief Technology Officer | Nov 2016–Jun 2018 | Oversaw cognitive/AI computing capabilities and platform . |
| The Weather Channel Companies | Chief Technology & Information Officer | Jul 2012–Nov 2016 | Technology architecture, specialized applications; TWCC acquired by IBM in 2016 . |
| Intercontinental Hotels Group | SVP, Global Revenue & Guest Technology | Jan 2002–Dec 2011 | Product/technology focused on guest experience and revenue . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Revinate, Inc. | Chief Executive Officer | Since 2024 | Direct booking platform for hospitality industry . |
Board Governance
- Independence: Board determined all directors other than CEO are independent; all Audit and Product & Technology Committee members are independent .
- Committee assignments: Member—Audit (since May 2022), Product & Technology (since Jan 2019). Product & Technology Committee mandate expanded in Jan 2025 to include AI governance/oversight, aligning with Koehler’s expertise .
- Audit committee financial expert: Board designated Koehler (and other Audit members) as “audit committee financial experts” under SEC rules .
- Attendance/engagement: Each director attended at least 75% of Board/committee meetings in 2024; Board met 16 times (incl. two-day strategy session). Independent directors held executive sessions at more than half of Board meetings. 12 directors attended the 2024 annual meeting (virtual) .
- Investor outreach and governance posture: Board (led by Independent Chair and Comp Committee Chair) met with 7 of top 10 holders in 2024; eliminated remaining supermajority removal provision subject to stockholder approval in 2025 .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Director Retainer – Cash | 90,000 | Paid quarterly; directors can elect stock in lieu of cash . |
| Audit Committee Member Retainer | 15,000 | Annual member fee . |
| Product & Technology Committee Member Retainer | 10,000 | Annual member fee . |
| Annual Director RSU Grant (Grant date ~May 2024) | 160,004 | Vests one year from grant; grant date fair value per FASB ASC 718 . |
| 2024 Fees Earned (Cash) – Koehler | 115,000 | $90,000 base + $25,000 committee retainers . |
| 2024 Stock Awards – Koehler | 160,004 | RSUs granted post annual meeting . |
| 2024 Total – Koehler | 275,004 | Sum of cash and stock awards . |
Notes: Director program unchanged since May 2021; deferral plan allows cash fees and eligible equity to be deferred into DSUs; RSUs typically granted immediately after annual meeting and vest after one year .
Performance Compensation
- Not applicable for independent directors: Directors receive time-based RSUs; no performance share units (PSUs), stock options, or performance metrics tied to director compensation are disclosed for directors .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company boards disclosed for Koehler; skills matrix indicates public company board experience, but specific external public boards are not listed in the biography . |
- Potential related-party considerations: Prior to Koehler joining the Board, Anywhere had agreements with Equifax (his employer through March 2024) for certain tools/credit reports; Board deemed these transactions not material to the Company or the director in independence review .
- Ordinary-course use: Directors’ use of company-owned brokerage/title services is pre-approved if on similar terms as third parties; not considered material related-party transactions .
Expertise & Qualifications
- Deep technology leadership: Cloud computing, data analytics, cybersecurity, AI, product management, technology architecture; consumer tech/product experience .
- Financial literacy: Audit committee financial expert designation by the Board .
- Operating/leadership experience: Executive roles at large, complex organizations (Equifax, IBM, TWCC, IHG) .
- Board skills matrix: Marked for operating/leadership, accounting/financial, cybersecurity/data privacy, consumer tech/product, and public company board experience .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common stock) | 109,898 shares; includes 31,435 shares subject to RSU vesting . |
| Ownership % of outstanding | <1% of 111,795,256 shares outstanding as of Mar 10, 2025 . |
| Unvested RSUs | 31,435 units as of Dec 31, 2024 . |
| Deferred stock units | None disclosed for Koehler in ownership guidelines table . |
| Stock ownership guideline requirement | Greater of $500,000 or 5x cash retainer ($450,000 for directors) . |
| Status vs. guideline | Below guideline at YE 2024 due to stock price declines; directors have five years to comply . |
| Hedging/pledging | Prohibited for directors/officers; no waivers allowed . |
Governance Assessment
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Strengths:
- Independent director with strong technology/AI/cyber expertise aligned to Product & Technology Committee’s expanded AI oversight remit in 2025—supports board effectiveness on emerging risks and digital strategy .
- Audit Committee service with “audit committee financial expert” designation enhances financial oversight capacity .
- Engagement culture: Board holds frequent meetings, executive sessions, and investor outreach, suggesting active governance and responsiveness to shareholder feedback .
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Alignment and incentives:
- Compensation mix modest cash plus time-based RSUs; no performance-based elements for directors—standard market practice; 2024 total comp $275,004 (cash $115,000; RSUs $160,004) .
- Ownership guideline shortfall at YE 2024 due to stock price declines; directors have five years to achieve compliance; hedging/pledging prohibited, which supports alignment despite price-driven shortfall .
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Potential conflicts and controls:
- Prior Equifax commercial relationships reviewed and deemed immaterial in independence determination; ongoing related party transactions are overseen under written policy by the Audit Committee .
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Risk indicators and context:
- 2024 say‑on‑pay support fell to 53.3%; though focused on executives, it signals investor sensitivity to off-cycle awards—Board committed to avoid off-cycle grants barring extraordinary circumstances. This is a governance environment factor, not specific to Koehler’s director pay .
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RED FLAGS:
- Ownership guideline shortfall at YE 2024 for Koehler due to stock price declines—monitor progress toward compliance within the 5‑year window and any open‑market purchases to close the gap .
- Watch for any future commercial ties to Revinate or entities affiliated with prior employers; current disclosures note no material conflicts, but continued monitoring is prudent .