Chris Terrill
About Chris Terrill
Independent director at Anywhere Real Estate Inc. (HOUS) since July 2016; age 57; currently Chair of the Product & Technology Committee and member of the Nominating & Corporate Governance Committee . Background includes CEO roles at ANGI Homeservices (2017–2018) and HomeAdvisor (2011–2017) with prior senior e-commerce roles at Nutrisystem, Blockbuster.com, and Match.com, plus Executive Co‑Chairman of Z‑Work Acquisition Corp (2020–2022) . The Board affirms Terrill’s independence under NYSE standards; 12 of 13 directors are independent, and all standing committees are fully independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ANGI Homeservices | Chief Executive Officer & Director | Sep 2017–Nov 8, 2018 | Led international home services marketplace |
| HomeAdvisor (IAC) | Chief Executive Officer | May 2011–Sep 2017 | Scaled consumer subscription/marketplace model |
| Nutrisystem.com | Senior e‑commerce marketing roles | ~2009–2011 (two years prior to 2011) | Direct‑to‑consumer growth |
| Blockbuster.com | VP, Product & Marketing | ~2008–2009 (one year prior to Nutrisystem stint) | Digital product & marketing leadership |
| Match.com | Senior e‑commerce marketing roles | ~six years | Consumer online subscription expertise |
| Z‑Work Acquisition Corp | Executive Co‑Chairman | Sep 2020–Dec 2022 | SPAC leadership |
| Terminix Global Holdings, Inc. | Director | 2021–2022 | Public board experience |
| Porch Group, Inc. | Director | 2020–2022 | Public board experience |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Vacasa, Inc. | Director | Current | Public directorship |
| Yelp, Inc. | Director | Current | Public directorship |
Board Governance
- Committee assignments: Chair, Product & Technology Committee; Member, Nominating & Corporate Governance Committee .
- Committee scope signals: In January 2025 the Product & Technology Committee charter expanded to include oversight of AI use in the business and products; Terrill chairs this committee, enhancing technology risk governance .
- Board structure & independence: 12/13 independent directors; all standing committees fully independent .
- Meetings & attendance: Board held 16 meetings in 2024; each director attended at least 75% of aggregate board and committee meetings; committees met AC: 8, C&T: 5, NGC: 6, PTC: 3 .
- Executive sessions: Independent directors met in executive session at more than half of board meetings in 2024; chaired by the Independent Chairman .
- Director elections: Majority vote standard with resignation policy for failures; Terrill nominated for 2025 election for one‑year term .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Director Retainer – Cash | 90,000 | Paid quarterly; directors may elect shares in lieu of cash |
| Product & Technology Committee – Member Retainer | 10,000 | Committee member |
| Product & Technology Committee – Chair Retainer | 10,000 | Committee chair receives both member and chair retainers |
| Nominating & Corporate Governance Committee – Member Retainer | 10,000 | Committee member |
| Total Fees Earned/Paid in Cash (2024) | 120,000 | Reported for Chris Terrill |
| Equity – Annual RSU Retainer (Grant-Date Fair Value, May 2024) | 160,004 | Granted immediately after annual meeting; one‑year vest |
| Unvested RSUs at 12/31/2024 | 31,435 | For each independent director (except Chair’s higher amount) |
Program design: No changes to director compensation since May 2021; RSUs vest one year after grant; deferral into DSUs available with dividend equivalents; non‑employee director award limit $700,000 in any 12‑month period; minimum 12‑month vesting (limited exceptions) .
Performance Compensation
| Instrument | Structure | Grant Timing | Vesting | Metrics |
|---|---|---|---|---|
| RSU Retainer | Equity portion of director retainer | Immediately after annual meeting | 1 year, continued board service | Time‑based only (no performance criteria) |
| Deferred Stock Units (optional, via deferral) | Defers cash fees/RSUs to DSUs | At election under plan | Paid per election post‑separation; accrues dividend equivalents | Time‑based settlement; no performance metrics |
Governance protections: No option repricing; no single‑trigger acceleration; clawback applicable to equity awards; hedging/pledging prohibited .
Other Directorships & Interlocks
| Company | Relationship to HOUS | Potential Interlock/Conflict |
|---|---|---|
| Vacasa, Inc.; Yelp, Inc. | Unrelated public companies | None disclosed in HOUS related‑party or independence review |
The Board’s independence review considered director transactions and determined they were not material; no director, including Terrill, was determined to have a direct or indirect material interest in approved related person transactions .
Expertise & Qualifications
- Consumer technology and product; operating/leadership; industry/housing experience identified in Board skills matrix for Terrill .
- Board assigned PTC oversight of AI use in January 2025; Terrill’s chair role aligns governance with his tech/product domain expertise .
- Biography highlights seasoned internet veteran specializing in consumer online subscription and marketplace models, with executive leadership and strategic planning credentials .
Equity Ownership
| Item | Amount | Note |
|---|---|---|
| Beneficial Ownership (as of 3/10/2025) | 98,681 shares; <1% | Percentage “*” indicates less than 1% |
| Shares of Common Stock (guideline table) | 67,246 | Progress toward ownership guidelines |
| RSU Awards (unvested) | 31,435 | Counted toward ownership guideline |
| Deferred Stock Units (DSUs) | 27,211 | Counted toward guideline; not settleable within 60 days |
| Ownership Guideline Status | Met | Directors must own ≥$500,000 or ≥5× cash retainer; Terrill met as of 12/31/2024 |
| Total Ownership Value (guideline measure) | $511,122 | Based on 20‑day average price; guideline methodology |
| Trading Policy | Hedging & pledging prohibited | Company‑wide prohibition for directors and employees |
| Behavioral Signal | None of current directors has ever sold a share of Anywhere stock | Alignment statement from proxy |
Director Election & Shareholder Signals
| 2024 Annual Meeting Votes (May 2, 2024) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Christopher S. Terrill | 90,953,247 | 2,950,129 | 29,105 | 9,427,695 |
Say‑on‑pay 2024 received 53.3% support; Board undertook investor outreach and committed to avoid off‑cycle awards barring extraordinary circumstances; disclosure outlines actions taken in response to feedback .
Governance Assessment
- Independence & attendance: Terrill is an independent director; met ≥75% attendance threshold alongside peers; supports board effectiveness and investor confidence .
- Technology & risk oversight: Chairing the Product & Technology Committee—now explicitly overseeing AI use—positions Terrill as a governance lead for product/technology risk, a material area for HOUS’s transformation strategy .
- Ownership alignment: Meets robust director stock ownership guidelines; RSU/DSU holdings and prohibition on hedging/pledging strengthen alignment; proxy notes no director has sold Anywhere shares, a positive signal for long‑term orientation .
- Compensation reasonableness: Cash retainer plus modest committee fees and an equity retainer with 12‑month vesting align director pay with service and shareholder interests; non‑employee director award cap ($700k) and clawback are shareholder‑friendly .
- Conflicts & related‑party: No material interests identified for directors; related‑party reviews and approvals (e.g., Angelo Gordon agreements) did not implicate Terrill; NGC oversight includes reputational risks and conflicts .
- Shareholder voting: Terrill received strong support in 2024 director election; however, low 2024 say‑on‑pay support highlights investor scrutiny of executive pay; Board’s outreach and program adjustments mitigate governance risk going forward .
RED FLAGS: None specific to Terrill disclosed (no pledging/hedging, no related‑party interests, attendance threshold met). Portfolio‑level signal to monitor: company‑wide low say‑on‑pay support in 2024 and use of off‑cycle executive awards (Board responded with commitments) .