Enrique Silva
About Enrique Silva
Independent director since August 2018; age 59. Currently Chair of the Compensation & Talent Management Committee. Biography highlights: CEO of Culver Franchising System, LLC (Culver’s) since March 2021, planning to retire on or about March 28, 2025; former CEO & President of Checkers Drive-In Restaurants (2007–2020); 13 years at Burger King across operations and legal leadership, including SVP Franchise Operations, President Latin America, and VP & General Counsel, Latin America . The Board affirms he is independent under NYSE standards and company criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Culver Franchising System, LLC | Chief Executive Officer | Mar 2021 – Mar 2025 (planned retirement) | Current external operating leadership experience; franchise expertise |
| Checkers Drive-In Restaurants, Inc. | Chief Executive Officer & President | Feb 2007 – Feb 2020 | Multi-year CEO track record in consumer/retail ops |
| Burger King Corporation | Multiple leadership roles incl. SVP Franchise Ops, President Latin America, VP & General Counsel (LatAm) | ~13 years (dates not individually specified) | Deep franchise/operations and legal background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Culver Franchising System, LLC | Chief Executive Officer | Mar 2021 – Mar 2025 (planned retirement) | Non-HOUS role; supports franchise, operations expertise on HOUS Board |
Board Governance
- Committee assignments: Chair—Compensation & Talent Management; no Audit/NGC/PTC membership .
- Investor engagement: Attended all 2024 and early 2025 Board Investor Outreach meetings alongside the Independent Chairman; Board met with seven of top ten stockholders; outreach emphasized compensation design changes and avoiding off-cycle awards .
- Independence: Independent director; all standing committees are composed entirely of independent directors .
- Attendance and meetings: In 2024, Board held 16 meetings; each director attended at least 75% of Board/committee meetings; committee meetings held—Audit (8), Compensation & Talent Management (5), Nominating & Corporate Governance (6), Product & Technology (3) .
- Executive sessions: Independent directors met in executive session at more than half of Board meetings in 2024 .
Fixed Compensation
| Component | Structure | Amounts (Program) | Silva 2024 Actual |
|---|---|---|---|
| Annual Director Retainer—Cash | Quarterly cash (option to take shares) | $90,000 | $125,000 fees earned/paid |
| Annual Director Retainer—Equity (RSUs) | Granted post-AGM, 1-year vest | $160,000 grant date fair value | $160,004 stock awards |
| Committee Member Retainers | Cash | Audit $15,000; Comp & Talent $15,000; NGC $10,000; PTC $10,000 | Included in fees earned |
| Committee Chair Additional Retainers | Cash | Audit $20,000; Comp & Talent $20,000; NGC $10,000; PTC $10,000 | Included (as CTM Chair) |
| Independent Chairman Retainer | Cash + RSUs | $200,000 cash; $250,000 RSUs | N/A (Silva not Chair) |
| Deferred Compensation Plan | Optional deferral of cash/RSUs into DSUs | Paid in shares per election | Available, if elected |
Notes:
- RSU awards vest one year post grant, subject to continued service .
- No changes to director compensation since May 2021; 2024 review retained levels .
Performance Compensation
Silva, as CTM Chair, oversees executive incentive design and rigor; directors do not receive performance-based pay. 2024 company incentive metrics and outcomes (for NEO plan administration):
| Award Type | Metric | Target Goal | Achievement | Outcome/Payout Context |
|---|---|---|---|---|
| Annual Cash Incentive (EIP) | Plan Operating EBITDA | $263 million (goal set 2/16/2024) | 122% | Company achievement aggregated to 115.5%; individual modifiers range up to ±25% |
| Annual Cash Incentive (EIP) | Strategic Objectives | Operational excellence (cost savings) & talent | 100% | Transparent objectives disclosure expanded per investor feedback |
| PSUs (2022–2024 cycle) | Relative TSR vs. S&P MidCap 400 | Equal to index | Below threshold (0%) | No payout; reflects industry downturn impact |
| PSUs (2022–2024 cycle) | Cumulative Free Cash Flow | $1,258 million | Below threshold (0%) | No payout |
Design oversight and governance:
- Committee charter expanded in Feb 2024 to include executive team talent policies (recruitment, development, performance mgmt., succession, excluding CEO) .
- Independent consultant: Meridian Compensation Partners; Committee assessed independence; peer group anchored to real estate and housing-influenced industries; rTSR modifier weights direct real estate competitors twice for 2024–2026 PSU cycle .
- Clawback policy covers cash and equity; double-trigger change-in-control provisions; prohibition on option repricing without stockholder approval; hedging/pledging prohibited .
Other Directorships & Interlocks
- Public company directorships for Silva: None disclosed in proxy biography beyond HOUS .
- Interlocks/related parties: Audit Committee reported approved related person transactions for 2024 did not involve any director having a material interest; no material Silva-related transactions disclosed .
Expertise & Qualifications
- Skills matrix flags: Franchise; Operating/Leadership; Accounting/Financial; Public company board experience (general board competency); supports compensation/talent oversight and franchise strategy alignment .
- Biography emphasizes deep franchise operations, business strategy, talent development, and legal/financial acumen .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Shares of Common Stock (Dec 31, 2024) | 112,216 |
| Unvested RSUs | 31,435 |
| Deferred Stock Units | None listed for Silva |
| Beneficial Ownership (Mar 10, 2025) | 143,651 shares (includes 31,435 RSUs) |
| % of Shares Outstanding | <1% (111,795,256 outstanding) |
| Stock Ownership Guideline | Greater of $500,000 or ≥5x cash retainer ($450,000 for independent directors); Silva’s total ownership value $583,223 at 12/31/2024—meets guideline |
| Hedging/Pledging | Prohibited for directors; no waivers permitted |
| Director share sales | None—“None of our current Directors has ever sold a share of Anywhere stock” |
Insider Trades
| Date | Filing | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| Nov 3, 2023 | Form 4 filed Nov 6, 2023 | Open market purchase | 15,000 | ~$5.42 | ~$81,300 |
Governance Assessment
- Strengths: Independent CTM Chair with direct franchise/operator background; led robust investor outreach in 2024–early 2025; codified commitment to avoid off-cycle awards absent extraordinary circumstances; enhanced disclosure and rigor on strategic objectives; maintained independent consultant oversight and risk assessment; strong director ownership, guideline compliance, and prohibition on hedging/pledging .
- Risks/Red Flags: 2024 say-on-pay support fell to 53.3% (from 87% in 2023), largely due to off-cycle awards (CEO late-2023 cash bonus; CFO early-2024 cash/RSUs), creating investor sensitivity to compensation discretion; Board responded with outreach and a commitment to curb off-cycle awards, but continued vigilance is warranted . No material related-party exposure identified for Silva; committee workloads and board size under review with expectation to trend to 10–11 directors over time, which may adjust committee dynamics .
Net takeaway: Silva’s franchise/operator experience and active investor engagement improve compensation oversight quality. Addressing off-cycle award concerns and maintaining performance linkage should support investor confidence; his personal share purchase in 2023 and guideline-compliant ownership further align interests .