Fiona Dias
About Fiona Dias
Independent director of Anywhere Real Estate Inc. (HOUS) since June 2013; age 59 as of March 10, 2025. Background spans digital commerce and consumer marketing: Digital Commerce Consultant since 2014 (Ryan Retail Consulting); former Chief Strategy Officer, ShopRunner (2011–2014); EVP Strategy & Marketing, GSI Commerce (2007–2011); EVP & CMO, Circuit City; senior marketing roles at PepsiCo, Pennzoil-Quaker State, and Procter & Gamble . She is independent under NYSE standards and company criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ShopRunner | Chief Strategy Officer | Aug 2011–Oct 2014 | Led e-commerce strategy |
| GSI Commerce | EVP Strategy & Marketing | Feb 2007–Jun 2011 | Digital commerce solutions leadership |
| Circuit City | EVP & Chief Marketing Officer | Pre-2007 | Consumer retail marketing |
| PepsiCo; Pennzoil-Quaker State; Procter & Gamble | Senior marketing positions | Various (prior to Circuit City) | Brand/consumer marketing expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| QVC Group, Inc. | Director (current) | Not disclosed | Current public board |
| Advance Auto Parts, Inc. | Director (prior) | Sep 2009–May 2019 | Prior public board |
| Berkshire Grey, Inc. | Director (prior) | Jul 2021–Jul 2023 | Prior public board |
Board Governance
- Committee assignments: Compensation & Talent Management Committee (member since Aug 2013); Product & Technology Committee (member since Aug 2018) . Not a committee chair .
- Independence: Board determined she is independent; all committee members are independent .
- Attendance: In 2024, the Board held 16 meetings; each Director attended at least 75% of aggregate Board and committee meetings; 12 Directors attended the 2024 Annual Meeting (virtual) .
- Engagement context: Board added AI risk oversight to the Product & Technology Committee in Jan 2025—relevant to her committee assignment .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Director Retainer – Cash | 90,000 | Standard cash retainer |
| Committee Member Retainers | 25,000 | Compensation & Talent (15,000) + Product & Technology (10,000) |
| Total Fees Earned (2024) | 115,000 | As reported for Dias |
| Annual RSU Grant (Grant-date fair value) | 160,004 | Director equity retainer granted post-Annual Meeting; vests in one year |
| 2024 Total (Cash + Stock) | 275,004 | As reported for Dias |
Program design notes:
- No changes to director compensation since May 2021; committee annually reviewed competitiveness in 2024 and kept levels unchanged .
- Directors may elect to receive stock in lieu of cash fees; may defer under Director Deferred Compensation Plan; RSUs vest one year post-grant .
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance-conditioned director awards | Not disclosed | Independent director equity paid as time-based RSUs; no option grants or performance metrics for director compensation |
Other Directorships & Interlocks
- Current external public board: QVC Group, Inc. .
- No related-party transactions disclosed involving Dias; Audit Committee reviewed 2024 related-person items—no director had a direct or indirect material interest in those transactions . Ordinary-course use of company brokerage/title services by directors is pre-approved when on market terms .
Expertise & Qualifications
- Core expertise: consumer/retail marketing, e-commerce and digital commerce, multi-brand strategy, governance and compensation experience from other public boards .
- Board skills matrix: consumer technology/product and operating/leadership experience aligned to Company’s needs; Board totals show strong coverage in tech/product and operating backgrounds .
Equity Ownership
| Measure | Amount | As-of | Notes |
|---|---|---|---|
| Beneficially owned common shares | 59,690 | Mar 10, 2025 | Less than 1% of outstanding |
| Shares outstanding | 111,795,256 | Mar 10, 2025 | For % calc |
| Ownership as % of outstanding | ~0.053% | Mar 10, 2025 | 59,690 / 111,795,256 (derived from cited figures) |
| Unvested RSUs | 31,435 | Dec 31, 2024 | Held by each independent director except Chairman amount differs |
| Deferred stock units | 40,993 | Dec 31, 2024 | Counted for ownership guidelines |
| Total ownership value (guideline calc) | $536,399 | Dec 31, 2024 | Based on trailing 20-day average price; includes common, RSUs, DSUs |
Ownership alignment:
- Director stock ownership guidelines: greater of $500,000 or 5× cash retainer ($450,000 for directors); RSUs and DSUs count; options do not; five-year compliance window .
- Dias meets guidelines based on Dec 31, 2024 measurement ($536,399) .
- Hedging and pledging of company securities are prohibited for directors; no waivers permitted .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Granted | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2025-05-08 | 2025-05-07 | Award (RSU/stock) | 43,127 | 175,245 | https://www.sec.gov/Archives/edgar/data/1398987/000139898725000081/0001398987-25-000081-index.htm |
| 2024-05-06 | 2024-05-02 | Award (RSU/stock) | 31,435 | 132,118 | https://www.sec.gov/Archives/edgar/data/1398987/000139898724000111/0001398987-24-000111-index.htm |
These grants align with the annual equity retainer schedule for independent directors (RSUs granted post-Annual Meeting) .
Governance Assessment
- Strengths
- Independent director with long-tenured board experience (since 2013) and relevant digital commerce expertise; assigned to Product & Technology and Compensation committees, aligning expertise to oversight areas including AI governance added to PTC in 2025 .
- Strong attendance norms and board cadence (16 meetings in 2024; 75%+ attendance for all directors) .
- Ownership alignment: meets director ownership guidelines; receives standard RSU grants; hedging/pledging prohibited .
- No disclosed related-person conflicts involving Dias; Audit Committee oversight of related transactions robust .
- Watch items
- Board-level “say-on-pay” support fell to 53.3% in 2024 due to concern over off-cycle executive awards; while not director pay, this is a governance signal requiring continued investor engagement and compensation discipline (Board committed to avoid off-cycle awards absent extraordinary circumstances) .
- Board size currently 13; investors queried efficiency—Board expects to trend to 10–11 over time; ongoing composition review may reallocate committee roles and workloads .
Supporting detail
- Committee membership and meeting frequency (2024): Compensation & Talent (5 meetings), Product & Technology (3); Dias is a member of both .
- Board independence and structure: 92% independent; independent Chairman; majority voting; proxy access; annual evaluations and investor outreach .
RED FLAGS
- None disclosed specific to Dias: no related-party transactions; no pledging; attendance met thresholds; director compensation consistent with policy .
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