Duncan L. Niederauer
About Duncan L. Niederauer
Independent director of Anywhere Real Estate Inc. (HOUS) since January 2016; age 65. Founder and managing member of Transcend Capital Advisors and co‑founder of Communitas Capital Partners; former CEO of NYSE Euronext (2007–2013) and CEO of the NYSE post‑ICE merger until August 2014; prior 22‑year career at Goldman Sachs as partner and co‑Head of Equities Division Execution Services and Head of Electronic Trading/e‑Commerce Strategy . He is affirmative‑independent under NYSE standards; in 2024 each director attended at least 75% of their aggregate Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NYSE Euronext | Chief Executive Officer | Dec 2007–Nov 2013; continued as CEO of NYSE until Aug 2014 | Led exchange during ICE merger; technology and market structure expertise |
| Goldman Sachs | Partner; co‑Head Equities Division Execution Services; Head of Electronic Trading & e‑Commerce Strategy | 22 years | Deep capital markets, electronic trading and execution leadership |
| GEOX S.p.A. | Director | 2014–2019 | Public board governance experience |
| First Republic Bank | Director | 2014–2022 | Financial services governance; risk and capital markets perspective |
External Roles
| Organization | Role | Since/Notes |
|---|---|---|
| Transcend Capital Advisors | Founder and Managing Member | Affiliated entity previously subleased ~3,600 sq ft at HOUS HQ; sublease terminated July 31, 2024 |
| Communitas Capital Partners | Co‑founder (venture capital) | Early‑stage/fintech investing; technology disruption lens |
Board Governance
- Committee memberships: Nominating & Corporate Governance (member) and Product & Technology (member); not a chair .
- Independence: Board determined he is independent; all members of Audit, Compensation & Talent, Nominating & Corporate Governance, and Product & Technology committees are independent .
- Attendance and engagement: Board held 16 meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings; NGC held 6 meetings and PTC held 3 meetings in 2024 .
- Executive sessions: Independent directors met in executive session at more than half of Board meetings in 2024 .
- Committee mandates relevant to Niederauer’s service: NGC oversees independence, potential conflicts, CSR, and succession policies; PTC monitors product/technology strategy and (from Jan 2025) AI governance, tool management, and risk oversight .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Director Cash Retainer | 90,000 | Standard cash retainer for independent directors |
| Nominating & Corporate Governance (Member) | 10,000 | Committee member retainer |
| Product & Technology (Member) | 10,000 | Committee member retainer |
| Total Cash (2024) | 110,000 | Matches 2024 director compensation table for Niederauer |
- No changes to director compensation program since May 2021; annual review confirmed no changes for 2024 .
Performance Compensation
| Equity Award | Grant Date | Units/Status | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU (Director Retainer) | May 2024 | Unvested RSUs held at 12/31/2024: 31,435 | 160,004 | RSUs vest one year following grant; directors may defer under the Director Deferred Compensation Plan |
- Director equity awards are time‑based RSUs; no performance metrics apply to director RSUs .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Notes |
|---|---|---|---|
| GEOX S.p.A. (Milan SE) | Director | 2014–2019 | No HOUS competitive interlock disclosed |
| First Republic Bank | Director | 2014–2022 | No current interlock; prior financial services board experience |
- No current public company directorships disclosed for Niederauer in 2025 proxy .
- No shared directorships with HOUS competitors/suppliers/customers disclosed .
Expertise & Qualifications
- Capital markets and exchange operations leadership; electronic trading and technology strategy (Goldman Sachs/NYSE) .
- Operating/leadership experience; capital markets expertise; public company board experience per HOUS skills matrix .
- Product and technology oversight via PTC membership, including AI governance expansion in 2025 .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 149,443; includes 31,435 RSUs and 118,008 shares held by a family limited partnership (general partners: Niederauer and spouse) |
| Ownership % of outstanding | <1% (HOUS shares outstanding: 111,795,256 as of March 10, 2025) |
| Stock ownership guideline | Required: greater of $500,000 or 5× cash retainer ($450,000 for directors); Niederauer total ownership value: $606,739 (met) |
| Unvested RSUs at 12/31/2024 | 31,435 |
| Hedging/pledging | Prohibited for directors; no waivers permitted |
Governance Assessment
- Strengths: Independent director with deep capital markets, technology, and operating experience; active on NGC (independence, conflicts/CSR oversight) and PTC (product/technology and AI governance), supporting board effectiveness amid industry change . Attendance thresholds met; independent directors held frequent executive sessions, indicating robust oversight cadence .
- Alignment: Compensation mix balanced (cash retainer plus RSUs) and unchanged since 2021; personal ownership exceeds guidelines ($606,739), supporting skin‑in‑the‑game alignment; hedging/pledging prohibited reduces misalignment risk .
- Potential conflicts/RED FLAGS: Sublease with Transcend Capital Advisors (affiliated with Niederauer) at HOUS HQ, terminated July 31, 2024; Board determined the relationship immaterial to independence—monitor future dealings with affiliated entities . No other related‑party transactions involving Niederauer were determined to involve a direct or indirect material interest in 2024 .
- Investor sentiment context: 2024 say‑on‑pay support fell to 53.3%, with Board outreach and commitments to avoid off‑cycle executive awards; while not director pay, it signals investor scrutiny of compensation governance across HOUS .
Overall, Niederauer’s capital markets and technology background complements HOUS’s oversight needs (risk, AI, product strategy) and his ownership/comp structure supports investor alignment; the prior Transcend sublease (terminated) warrants continued monitoring for related‑party exposure, but independence was affirmed .