Charlotte Simonelli
About Charlotte Simonelli
Executive Vice President, Chief Financial Officer and Treasurer of Anywhere Real Estate Inc. (HOUS) since 2019, with responsibility for capital structure, liquidity, and financial transformation . In 2024, the company delivered $5.7B in revenue (+1% y/y), Operating EBITDA of $290M (+~14% y/y), and Free Cash Flow of $50M; 2024 results underpinned her cost-savings and balance sheet actions, including ~$125M realized cost savings and repayment of the Term Loan A facility in Q3 2024 . Pay-versus-performance disclosures show a weak 2024 TSR (value of initial $100: $34.08), highlighting industry headwinds despite improved Operating EBITDA execution . 2024 CEO/NEO incentive funding was driven by achieving 122% of the Plan Operating EBITDA target ($277M vs $263M) and 100% on strategic objectives (operational excellence, talent), translating to a 115.5% company performance factor for annual cash incentives .
Past Roles
- Not disclosed in the company’s proxy materials reviewed.
External Roles
- Not disclosed in the company’s proxy materials reviewed.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 940,385 | 950,000 | 950,000 |
| Stock Awards ($) | 1,406,146 | 1,776,883 | 1,719,929 |
| Non-Equity Incentive Plan Compensation ($) | — | 902,500 | 1,097,250 |
Performance Compensation
2024 Annual Incentive (EIP) – Design and Outcomes (CFO)
| Item | Detail |
|---|---|
| Target Bonus | 100% of base salary ($950,000) |
| Metrics/Weights | Plan Operating EBITDA (70%); Strategic Objectives – Operational Excellence & Talent (30%) |
| Plan Operating EBITDA Target | $263M (Threshold $197M; Max $329M) |
| Actual Operating EBITDA for EIP | $277M → 122% achievement (pre-defined methodology) |
| Strategic Objectives Outcome | 100% achievement |
| Company Performance Factor | 115.5% (weighted result) |
| CFO 2024 Payout | $1,097,250 (115.5% × $950,000) |
Long-Term Incentives (LTI)
| Plan | Design / Metrics | 2024 Status |
|---|---|---|
| 2024–2026 PSUs | Earned on average of three annually set Free Cash Flow goals; rTSR modifier ±15% vs compensation peer group (direct real estate peers double-weighted) | 2024 segment tracking above target; 2024 segment would have paid at 200% prior to rTSR mod, with final payout determined after full cycle |
| 2022–2024 PSUs | CFCF and rTSR cycles | 0% payout on both metrics (below threshold) |
2024 Equity & Special Awards (CFO)
| Grant / Award | Date | Vehicles | Size / Shares | Terms |
|---|---|---|---|---|
| Annual LTI | 02/22/2024 | 60% RSUs; 40% PSUs | RSUs: 192,118; PSUs (target): 42,692; Grant-date fair values $1,169,999 (RSUs), $274,936 (PSUs) | RSUs vest 1/3 annually on 2/22/2025, 2/22/2026, 2/22/2027; PSUs vest post 3-year period per FCF/rTSR design |
| Simonelli Award (off-cycle) | 1Q 2024 | $275,000 cash; $275,000 cash‑settled RSUs (CRSUs) | $550,000 total | Earned based on 2024 cost-savings and Term Loan A repayment by 11/9/2024; subject to repayment if voluntary resignation (no Good Reason) before 2/28/2026 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 450,792 shares; less than 1% of outstanding (111,795,256 shares outstanding as of 3/10/2025) |
| Stock Ownership Guidelines | Execs: 3× salary; CEO: 6× salary |
| Guideline Status (12/31/2024) | Ms. Simonelli did not satisfy guidelines due to stock price declines; until met, retention rules on net shares apply per policy |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Options | 78,571 options exercisable at $11.79; expire 03/25/2029 |
| In/Out of the Money | Closing price used for valuation 12/31/2024: $3.30 → options out-of-the-money at year-end |
| Unvested RSUs (12/31/2024) | 13,889 (2022 grant); 112,262 (2023 grant); 192,118 (2024 grant) |
| Unvested CRSUs | 45,155 (component of Simonelli Award; subject to repayment if voluntary resignation before 2/28/2026) |
| PSU Awards (unearned) | 202,072 (2023 CFCF PSU max-view); 26,943 (2023 rTSR PSU threshold-view); 85,384 (2024 PSU 2024-segment max-view before rTSR) |
Employment Terms
| Provision | Detail |
|---|---|
| Severance Multiple (non‑CIC) | 1.0× (base salary + target annual incentive) for NEOs other than CEO; health benefits up to 18 months; pro‑rata annual incentive based on actual performance |
| Severance Multiple (CIC) | 2.0× (base salary + target annual incentive) if terminated without cause/for Good Reason within 24 months post‑CIC (double trigger) |
| Non‑Compete / Non‑Solicit | Non‑compete: 2 years for NEOs other than CEO; Non‑solicit: 3 years |
| Clawback | NYSE‑compliant policy (restatements) plus discretionary recoupment for misconduct, policy/legal violations causing material harm, or restrictive covenant breaches (revised Nov 2023) |
| Potential Payments Illustration (12/31/2024) | Termination w/ Good Reason or without Cause in connection with CIC: total ~$6.3M; other Qualifying Termination: ~$3.17M; Death/Disability: ~$3.29M/$2.29M (includes equity acceleration valuations at $3.30/share and $275K cash portion of Simonelli Award) |
Compensation Structure Analysis (Management Confidence Signals)
- High variable pay with clear performance ties: 2024 target mix for CFO was 72–75% at‑risk; annual cash incentive funded 70% by Plan Operating EBITDA and 30% by strategic objectives, both set through a rigorous budgeting process .
- LTI design de‑risked for cyclicality: 2024 PSU framework moved from a single 3‑year target to annual FCF targets averaged over three years with an rTSR modifier vs a custom peer set (direct competitors double‑weighted), mitigating extreme macro volatility while preserving performance leverage .
- Off‑cycle awards addressed investor concerns: Board acknowledged investor dislike of off‑cycle awards; committed to avoid them barring extraordinary circumstances; Ms. Simonelli’s 2024 off‑cycle award was targeted at retention and specific performance outcomes and remains subject to repayment through 2/28/2026 .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay passed with 53.3% support (down from 87% in 2023); investor outreach emphasized avoiding off‑cycle awards and maintaining rigorous goal‑setting; Board committed to avoid off‑cycle grants absent extraordinary circumstances .
Compensation Peer Group (used for benchmarking and 2024–2026 PSU rTSR modifier)
- Direct real estate peers: Zillow, Redfin, eXp World Holdings, Opendoor, Compass; housing/real estate‑related peers include Fortune Brands, First American, KB Home, Hyatt, Cushman & Wakefield, Toll Brothers, Arthur J. Gallagher, PulteGroup, Jones Lang LaSalle (revenues and market caps as of 12/31/2024 per S&P Global) .
Investment Implications
- Alignment and retention: Ownership guideline shortfall (due to price declines) and a two‑year non‑compete plus clawbacks and the Simonelli Award’s repayment provision through 2/28/2026 collectively temper near‑term voluntary turnover risk and align incentives with multi‑year outcomes .
- Performance leverage restored in LTI: The 2024 FCF‑based PSU design (with rTSR modifier) better links realizable pay to controllable cash outcomes versus prior cycles that paid zero; 2024 segment performance tracked above target, but ultimate payout remains contingent on 3‑year results and relative returns .
- Potential supply from vesting: Meaningful unvested RSUs (318k+ units across 2023/2024/CRSU grants) and the structure of EIP/PSU payouts suggest scheduled delivery events; however, anti‑hedging/pledging policies and guideline retention rules reduce near‑term sell pressure signaling .
- Governance overhang reduced, but scrutiny persists: Low 2024 say‑on‑pay support and prior off‑cycle awards imply continued investor focus on pay practices; the Board’s outreach and program commitments partially mitigate this risk .
Notes: All amounts are in USD and reflect Anywhere Real Estate Inc. (HOUS) disclosures. Equity counts and valuations reflect year‑end 2024 positions and closing price of $3.30 where applicable. All facts and figures are drawn from the cited company proxy statements and 8‑K filings.