Don Casey
President and Chief Executive Officer, Anywhere Integrated Services at Anywhere Real Estate
Executive
About Don Casey
Don J. Casey, age 63, is President & CEO of Anywhere Integrated Services (AIS), a role he has held since April 2002; he expanded his remit in December 2022 to include operational, agent service delivery, and consumer experience aspects of Coldwell Banker company-owned brokerages and assumed leadership of Cartus in January 2023 . Company performance context during 2024: Anywhere delivered $5.7B revenue (+1% YoY), Operating EBITDA of $290M (+14% YoY), and ~$125M of cost savings, while 2022–2024 PSUs paid 0% as CFCF and rTSR fell below thresholds; annual incentives were funded primarily on Operating EBITDA at 122% of target with strategic objectives at 100% .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Anywhere Integrated Services LLC | President & CEO | 2002–present | Leads title and integrated services; expanded to CB-owned brokerage ops (Dec 2022) and assumed Cartus (Jan 2023) |
| PHH Mortgage | SVP, Brands | 1995–2002 | Senior leadership in mortgage brands prior to joining AIS |
| Cendant Mortgage | VP, Government Operations | 1993–1995 | Government operations leadership |
| PHH Mortgage Services | Secondary Marketing Analyst | 1989–1993 | Capital markets/secondary marketing analytics |
External Roles
- No public company directorships disclosed for Mr. Casey in company filings .
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of salary) | Actual annual bonus paid ($) |
|---|---|---|---|
| 2024 | 700,000 | 100% | 808,500 (EIP payout 115.5%) |
- None of the NEOs received a base salary increase in 2024 .
Performance Compensation
Annual Incentive (EIP) design and 2024 outcome
| Metric | Weight | Target | Actual/Assessment | Payout mechanics |
|---|---|---|---|---|
| Plan Operating EBITDA | 70% | $263M | $277M (122% of target) | 25%–200% payout scale; 2024 company metric achieved 122% |
| Strategic Objectives (Operational excellence; Talent) | 30% | At-target objectives | 100% score (e.g., ~$125M cost savings; 86% engagement) | 0%–200% payout; achieved 100% |
| Individual performance modifier | ±25% | — | Applied at Committee discretion | Capped at ±25% |
- Company EIP result: 115.5% for 2024; Mr. Casey’s payout equaled 115.5% of his $700k target = $808,500 .
Long-Term Incentives (LTI)
| Element | 2024 structure | Grant sizing/vesting | Current status |
|---|---|---|---|
| RSUs | 60% of LTI for non-CEO NEOs | Granted 2/22/2024; 118,226 units to Casey; vest ratably on 2/22/2025, 2/22/2026, 2/22/2027 | Unvested as of 12/31/2024 |
| PSUs (FCF with rTSR modifier) | 40% of LTI; average of annual Free Cash Flow goals over 3 years; rTSR modifier ±15% vs compensation peer group (direct competitors 2x weight) | 2024–2026 cycle; 2024 segment established, payout at end of 3-year cycle | 2024 segment tracking above target for cohort; rTSR modifier applies at cycle end |
| Legacy PSUs (2022–2024 cycle) | CFCF and rTSR vs S&P MidCap 400 | 3-year performance ended 12/31/2024 | 0% payout under both metrics |
- 2024 LTI grant fair values to Casey: PSUs $169,192; RSUs $719,996 .
- Company reports that 2023–2025 CFCF PSUs were tracking around target and rTSR below threshold as of 12/31/2024; 2024–2026 FCF PSU segment tracking above target (subject to rTSR modifier at cycle end) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 431,495 shares as of 3/10/2025 (includes 169,403 options) |
| Ownership as % of outstanding | ~0.39% (431,495 / 111,795,256 shares outstanding) |
| Options (exercisable) | 169,403 options; strikes $46.47 (exp 2/26/2025), $32.63 (2/26/2026), $27.70 (2/28/2027), $25.35 (3/01/2028), $13.60 (2/28/2029); all exercisable |
| In-the-money status (12/31/2024) | All options were out-of-the-money at $3.30 stock price |
| Unvested RSUs (12/31/2024) | 7,408 (2022 RSU); 74,842 (2023 RSU); 118,226 (2024 RSU) |
| Unvested/Unearned PSUs (12/31/2024) | 134,714 (2023 CFCF PSUs, shown at max for table methodology); 17,962 (2023 rTSR PSUs at threshold); 52,544 (2024 PSUs—2024 segment at max for table methodology) |
| Hedging/pledging | Company policy prohibits hedging and pledging by executives and directors |
| Stock ownership guidelines | Executives: 3× base salary; CEO: 6×; unvested RSUs count; options/uneamed PSUs do not |
| Compliance status (12/31/2024) | Mr. Casey did not satisfy the guideline (cited cause: stock price declines) |
Notes: Outstanding PSU counts in the table reflect disclosure methodology (e.g., threshold/maximum placeholders) rather than earned outcomes; PSUs pay based on final 3-year results .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment/at-will | NEOs (including Casey) are at-will employees; severance governed by Executive Severance and Change in Control Plans |
| Severance multiple (non-CoC) | 1.0× (base salary + target annual incentive) for NEOs |
| Severance multiple (within 24 months of CoC) | 2.0× (base salary + target annual incentive), payable in lump sum |
| Pro-rata annual bonus on termination | Pro-rata EIP payout based on actual performance upon a qualifying termination |
| Non-compete / Non-solicit | Non-compete 2 years (NEOs other than CEO); non-solicit 3 years; clawback if breached |
| Clawback | NYSE-compliant policy (restatements) plus discretionary recoupment for specified misconduct; applies to cash/equity |
| Deferred comp | DCP participation frozen; Casey balance $44,257 at 12/31/2024 |
| Pension | Present value of accrued benefit (frozen since 10/31/1999): $282,974 (Pension Plan) and $25,090 (Excess Benefit Plan) at 12/31/2024 |
Potential payments (illustrative, as of 12/31/2024)
| Scenario | Total ($) | Components (selected) |
|---|---|---|
| Termination without Cause/Good Reason in connection with CoC | 2,016,098 | Severance pay, health care continuation, equity vesting/acceleration |
| Other termination without Cause/Good Reason | 2,372,620 | Severance pay, health care continuation, equity vesting/acceleration |
| Death | 2,088,797 | Death insurance, equity vesting |
| Disability | 1,338,797 | Equity vesting |
| Retirement | 948,651 | Retirement-eligible equity treatment (RSUs/PSUs per plan) |
Performance & Track Record
- 2024 execution highlights: Operating EBITDA $290M (+14% YoY), ~$125M cost savings, and strategic progress amid an industry downturn; company revenues $5.7B (+1% YoY) .
- Incentive alignment: 2022–2024 PSU cycle paid 0% (CFCF and rTSR below threshold), reflecting downside in realizable pay; annual bonus funded at 115.5% based on Operating EBITDA and strategic goals .
- Investor scrutiny: 2024 say‑on‑pay won 53.3% support; Board committed to avoiding off‑cycle awards except in extraordinary circumstances (CEO/CFO 2023–2024 exceptions) .
Compensation Structure Analysis
- Cash vs equity mix: For non‑CEO NEOs (including Casey), LTI shifted to 60% RSUs / 40% PSUs in 2024 to balance retention and performance variability amid industry cyclicality .
- Metric rigor: EIP retains a 70% financial anchor (Plan Operating EBITDA) with tight threshold/target/max levels ($197M/$263M/$329M), and 30% strategic objectives with expanded disclosure; 2024 achieved 122% on financial and 100% on strategic .
- PSU redesign: 2024–2026 PSUs use annual FCF targets averaged over three years with ±15% rTSR modifier vs a bespoke peer set (direct rivals 2× weight), replacing standalone rTSR PSUs to better account for housing cyclicality .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for insiders (mitigates misalignment risk) .
- Underwater options at 12/31/2024 (strikes ≥$13.60 vs $3.30 stock) reduce near‑term monetization/sale pressure from options .
- 2024 say‑on‑pay at 53.3% signals investor sensitivity to program design (though off‑cycle awards were to CEO/CFO, not Casey) .
Equity Ownership & Alignment (detail)
| Component | Quantity |
|---|---|
| Beneficially owned shares | 431,495 |
| Shares outstanding (denominator) | 111,795,256 (as of 3/10/2025) |
| Options exercisable (by expiry) | 13,574 (2/26/2025) ; 23,701 (2/26/2026) ; 35,000 (2/28/2027) ; 39,325 (3/01/2028) ; 57,803 (2/28/2029) |
| Unvested RSUs | 7,408 (2022 grant) ; 74,842 (2023) ; 118,226 (2024) |
| Unvested/Unearned PSUs | 134,714 (2023 CFCF—max placeholder) ; 17,962 (2023 rTSR—threshold placeholder) ; 52,544 (2024 PSUs—2024 segment max placeholder) |
Employment Contracts, Severance, and Change‑of‑Control
- Qualifying termination (without Cause/for Good Reason): 1× (salary + target bonus), 18 months benefits, outplacement; pro‑rata EIP based on actuals .
- Within 24 months after a CoC: 2× (salary + target bonus) lump sum; double‑trigger equity vesting if awards assumed; immediate vesting/cash-out if not assumed .
- Restrictive covenants: 2‑year non‑compete (NEOs other than CEO); 3‑year non‑solicit; clawback if breached .
- Clawback policy covers both NYSE mandatory restatement recoupment and broader discretionary triggers (misconduct, policy breaches) .
Investment Implications
- Alignment and retention: Casey’s significant unvested RSUs (vesting through 2027) and PSU exposure, combined with underwater options, point to low near‑term selling pressure and retention tied to long‑term value creation; however, he is below the 3× salary ownership guideline, implying continued net share retention until compliant .
- Pay-for-performance: 2024 bonus paid at 115.5% on disciplined Operating EBITDA/strategic outcomes while 2022–2024 PSUs paid 0%, evidencing downside alignment; redesigned PSUs may restore retentive value if FCF delivers and rTSR improves relative to peers .
- Governance overlay: Soft 2024 say‑on‑pay support suggests ongoing investor scrutiny of incentive design; Board response was to avoid new off‑cycle awards and emphasize core performance‑based pay—reducing headline risk around NEO pay going forward .