Felicia Williams
About Felicia Williams
Felicia Williams, age 59, is an independent director of Anywhere Real Estate Inc. (HOUS) and Chair of the Audit Committee since May 2022 (member since March 2021). She previously served as Interim CFO at Macy’s, Inc. (June–Nov 2020) and held senior finance, controller, enterprise risk, and information security/data privacy oversight roles at Macy’s from 2004–2023. Earlier roles include finance positions at Coca‑Cola HBC and The Coca‑Cola Company (1994–2004), Bristol‑Myers Squibb (1990–1994), and Arthur Andersen (1987–1990) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macy’s, Inc. | Interim Chief Financial Officer | Jun 2020 – Nov 2020 | Senior finance leadership; crisis-period stewardship |
| Macy’s, Inc. | SVP, Controller & Enterprise Risk Officer; oversight of information security & data privacy | Jun 2016 – Jun 2020 | Enterprise risk management, cyber/data privacy governance |
| Macy’s, Inc. | SVP, Finance & Risk Management | Feb 2011 – Jun 2016 | Finance and risk oversight |
| Macy’s, Inc. | Various finance roles incl. treasury, IR, risk, financial services, FP&A, internal audit | 2004 – 2011 | Broad finance/audit/risk toolkit |
| Coca‑Cola Hellenic Bottling Co. / The Coca‑Cola Co. | Finance positions | Jun 1994 – Jun 2004 | International finance experience |
| Bristol‑Myers Squibb | Finance positions | May 1990 – Jun 1994 | Corporate finance |
| Arthur Andersen & Co. | Audit/finance role | Jun 1987 – May 1990 | Audit foundation |
External Roles
| Company | Role | Committee Positions | Tenure/Status |
|---|---|---|---|
| Paycom Software, Inc. | Director | Audit Committee Chair | Current |
| NeoGenomics Inc. | Director | — | Current |
| Meridian Bioscience, Inc. | Director | — | 2018 – Jan 2023 |
Board Governance
- Committee assignments (Dec 31, 2024): Felicia Williams—Audit Committee Chair; other committees: none. Committee meetings held in 2024: Audit 8, Compensation & Talent 5, Nominating & Corporate Governance 6, Product & Technology 3 .
- Independence and qualifications: All Audit Committee members are independent under NYSE/SEC standards and designated “audit committee financial experts,” including Felicia Williams .
- Attendance and engagement: The Board held 16 meetings in 2024 (including a two-day strategy session); each Director attended at least 75% of Board and committee meetings; 12 Directors attended the 2024 annual meeting (virtual) .
- Audit oversight: The Audit Committee oversees financial reporting, internal controls, auditor appointment/independence, compliance/ethics, related-party transaction review, and shares oversight of cybersecurity and data privacy risks .
- Executive sessions and risk updates: The Audit Committee met in periodic executive sessions with management and advisors; received regular CISO and Internal Audit updates; reviewed integrated risk assessments; and recommended inclusion of audited financials and ICFR report in the 2024 Form 10‑K .
Fixed Compensation
| Component | Compensation ($) | Notes |
|---|---|---|
| Annual Director Retainer – Cash Portion | 90,000 | All independent directors except the Independent Chairman |
| Audit Committee Retainer – Member | 15,000 | Paid in addition to base |
| Audit Committee – Additional Chair Retainer | 20,000 | Chair receives member + chair retainer |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Felicia Williams | 125,000 | 160,004 | 285,004 |
The cash fees reflect the $90k cash retainer + $15k Audit Committee member + $20k Audit Committee chair retainer .
Performance Compensation
| Equity Award | Grant Date | Instrument | Grant Date Fair Value ($) | Unvested RSUs at 12/31/2024 (#) | Vesting Schedule |
|---|---|---|---|---|---|
| Annual Director RSU | May 2024 | RSUs | 160,004 | 31,435 | Not disclosed in proxy |
Director equity is time-based RSUs; no performance metrics are disclosed for director awards. Grant-date valuation per FASB ASC 718; assumptions in 2024 10‑K Note 13 .
Other Directorships & Interlocks
| External Board | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Paycom Software, Inc. | Director; Audit Chair | Enterprise software/payroll; no disclosed related-party transactions with HOUS; multi-audit chair workload to monitor |
| NeoGenomics Inc. | Director | Diagnostics provider; no disclosed related-party transactions with HOUS |
| Meridian Bioscience, Inc. (prior) | Director (2018–Jan 2023) | No current interlock; prior tenure ended Jan 2023 |
Expertise & Qualifications
- Designated audit committee financial expert; extensive leadership across finance, accounting, auditing, enterprise risk, and cyber/data privacy oversight .
- Interim CFO experience plus deep Controller/Risk roles at Macy’s signal strong ICFR, audit, and risk management credentials .
- International finance background (Coca‑Cola Hellenic/Company) broadens perspective for global risk/compliance oversight .
Equity Ownership
| Measure | Value |
|---|---|
| Shares outstanding (Mar 10, 2025) | 111,795,256 |
| Felicia Williams beneficial ownership (incl. RSUs) | 91,490 shares; includes 31,435 shares subject to vesting under an RSU award |
| Ownership % of outstanding | Less than 1% |
| Independent Director ownership guideline | Greater of $500,000 or ≥5x cash retainer ($450,000 for non‑Chair) |
| Felicia Williams total ownership value (guideline calc, Dec 31, 2024) | $371,449 |
| Guideline compliance status | Within five‑year compliance period; not yet met guideline |
| Time to compliance (based on March 2021 start) | Five years from joining → by March 2026 |
| Pledging/hedging | Not disclosed in proxy; Directors have never sold Anywhere stock (statement of practice) |
Governance Assessment
- Strengths: Independent Audit Committee Chair with audit financial expert designation; robust oversight across ICFR, audit independence, compliance/ethics, related‑party review, and cybersecurity/data privacy risks; regular executive sessions and integrated risk assessment processes—supports investor confidence in controls and reporting .
- Alignment: Holds 60,055 common shares plus 31,435 RSUs counted toward guidelines; “None of our current Directors has ever sold a share of Anywhere stock”—a positive long‑term alignment signal .
- Watch items and potential red flags:
- Ownership guideline shortfall: Total ownership value ($371,449) below $500k/$450k thresholds; however, she remains within the five‑year compliance period through March 2026. Monitor progress and any open‑market purchases or RSU vesting toward compliance .
- Multi‑board commitments: Concurrent Audit Chair role at Paycom and directorship at NeoGenomics increases demands on time; current HOUS committee attendance standard (≥75%) was met at the board level—continue tracking individual attendance disclosures if provided in future proxies .
- Related‑party transactions: Audit Committee administers a formal related‑person transaction policy (>$120k) with Chair‑level interim approvals and full committee updates; no specific related‑party transactions involving Felicia Williams are disclosed in the proxy .
- Auditor independence controls: Comprehensive pre‑approval policy; quarterly fee reviews; no use of de minimis exceptions; restrictions on hiring auditor personnel into financial reporting oversight roles—strong guardrails around audit independence .
Overall, Felicia Williams’ audit, risk, and cyber/data privacy expertise, combined with independent status and structured committee processes, support board effectiveness. The primary alignment gap is guideline ownership value (with time remaining to comply), and the main governance watch is multi‑board workload; neither presents an acute red flag based on current proxy disclosures .