Marilyn Wasser
About Marilyn Wasser
Executive Vice President, General Counsel and Corporate Secretary at Anywhere Real Estate Inc. (HOUS); joined the company in 2007, and is a current member of the Executive Committee . She led the company’s legal strategy through the nationwide settlement of sell-side antitrust litigation and oversees enterprise risk management, data privacy, ethics, and government/industry affairs . Company performance context during her recent tenure: 2024 revenue was $5.7B with Operating EBITDA of $290M and ~$125M cost savings; 2023 revenue was $5.6B with Operating EBITDA of $200M and $67M Free Cash Flow .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Anywhere Real Estate Inc. | EVP, General Counsel & Corporate Secretary | 2007–present | Led nationwide antitrust settlement; chaired risk management processes; strengthened data privacy and ethics; supported debt exchanges |
External Roles
No external public company directorships disclosed for Wasser in the proxy statements .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 600,000 | 600,000 |
| Target Annual Incentive (% of Salary) | 100% | 100% | 100% |
| Actual Annual Incentive Paid ($) | 1,200,000 | — | 570,000 (95% of target EIP) |
| Special/Discretionary Bonus ($) | 900,000 | — | 1,000,000 (Exceptional Achievements Award) |
| Stock Awards (Grant-Date Fair Value, $) | 1,012,768 | 1,031,170 | 1,303,046 |
| All Other Compensation ($) | 10,866 | 11,406 | 11,946 |
| Total Compensation ($) | 3,723,634 | 1,642,576 | 3,484,992 |
Performance Compensation
| Component | Design | 2023 Grant Details | 2024 Program Updates |
|---|---|---|---|
| Annual Cash Incentive (EIP) | 70% Plan Operating EBITDA; 30% strategic objectives (Operational Excellence, Talent, Consumer Experience); individual performance modifier within aggregate funding | Paid 95% of target for NEOs; Wasser received $570,000 | Plan Operating EBITDA target for the company set above 2023; achieved 122% company financial metric and 100% strategic objectives in 2024 (company-level) |
| PSUs (CFCF) | 3-year performance based on Cumulative Free Cash Flow | Threshold/Target/Max units: 37,047 / 74,093 / 148,186; grant-date FV $428,998 | 2024-2026 PSU earned on average of annually set Free Cash Flow goals, with rTSR modifier vs compensation peer group (direct real estate peers weighted 2x) |
| PSUs (rTSR) | 3-year Relative TSR vs S&P MidCap 400 (for 2023 cycle) | Threshold/Target/Max units: 19,758 / 49,395 / 86,441; grant-date FV $159,052 | rTSR used as modifier to FCF-based PSU; peer group changed to compensation peer group with double weight on direct competitors |
| RSUs (Time-Based) | Vest ratably over 3 years | 123,488 RSUs; grant-date FV $714,996 | For non-CEO NEOs, mix adjusted to 60% RSUs / 40% PSUs to increase retention |
| 2024 LTI Grant (Wasser) | Mix and size | 72,249 target PSUs; 108,374 RSUs; $1,100,000 LTI value at grant | Vesting per program terms (RSUs ratable; PSUs over 3 years, with annual FCF segments and rTSR modifier) |
Realized Outcomes (context)
- 2021–2023 PSU cycle: CFCF paid at 77% and rTSR paid 0%; aggregate realized value 23% at company-level (NEOs other than CEO/COO) . For the 2022–2024 PSU cycle, payouts were 0% at company-level .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 460,427 shares as of March 6, 2024; less than 1% of outstanding |
| Components (footnotes) | Includes 179,611 shares underlying options; excludes 200,885 RSUs and 11,743 deferred stock units |
| Deferred Compensation | DCP balance $561,171 (deferred stock units and cash), 2023 aggregate earnings $95,390 |
| Executive Stock Ownership Guidelines | 3x base salary for Executive Committee members; compliance met as of Dec 31, 2023 |
| Hedging/Pledging | Prohibited for directors, executive officers, and employees |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Arrangement | At-will; NEOs (other than CEO) participate in Executive Severance Plan and Executive Change in Control Plan; separate letter agreements |
| Severance (Non-CoC Qualifying Termination) | 1.0x (base salary + target annual incentive), welfare benefits continuation up to 18 months, up to $50,000 outplacement; pro-rata annual incentive based on actual performance |
| Severance (Within 24 months of Change in Control) | 2.0x (base salary + target annual incentive), paid in lump sum; welfare continuation; pro-rata annual incentive; RSUs accelerate if termination without Cause/for Good Reason post-CoC |
| Restrictive Covenants | Strict restrictive covenant agreements (non-compete and non-solicit, among others) apply to executives |
| Clawback Policy | Company policy provides for recoupment of cash and equity in case of financial restatements and specified misconduct; off-cycle awards for CEO/CFO include additional clawbacks |
| Retirement Eligibility | Retirement defined as age ≥65 or age ≥55 plus ≥10 years’ tenure; Wasser was retirement eligible at Dec 31, 2023; RSUs continue to vest after 1-year service from grant; PSUs continue vesting if first year of 3-year cycle is served |
Potential Payments Upon Termination (as of Dec 31, 2023)
| Component | Termination w/o Cause or for Good Reason in connection with CoC ($) | Other Termination w/o Cause or for Good Reason ($) | Death ($) | Disability ($) | Retirement ($) |
|---|---|---|---|---|---|
| Severance Pay | 2,400,000 | 1,200,000 | — | — | — |
| Death & Dismemberment Insurance | — | — | 500,000 | — | — |
| Health Care | 10,273 | 10,273 | — | — | — |
| Equity Vesting/Acceleration | 2,521,431 | 1,987,030 | 2,988,518 | 2,988,518 | 1,987,030 |
| Total | 4,931,704 | 3,197,303 | 3,488,518 | 2,988,518 | 1,987,030 |
Investment Implications
- Alignment and retention: Wasser meets executive stock ownership guidelines (≥3x salary) and is subject to strict anti-hedging/pledging, supporting alignment with shareholders; retirement eligibility enables continued vesting of RSUs/PSUs post-retirement, reducing abrupt selling pressure but sustaining equity exposure .
- Incentive mix and metrics: Her compensation is heavily at-risk with clear performance metrics (Operating EBITDA and strategic objectives for annual bonus; FCF and rTSR for PSUs), though historic PSU realizations have been low amid industry downcycle—suggesting strong pay-for-performance discipline and limited windfalls .
- Legal execution signal: The $1.0M exceptional achievements bonus for leading the nationwide antitrust settlement reflects outsized value creation from legal risk mitigation and governance leadership; such discretionary awards attract scrutiny but here are tied to specific outcomes and accompanied by robust clawbacks at the company level .
- Change-of-control economics: Standard 1.0x/2.0x severance multiples and equity vesting mechanics imply balanced retention economics; the company-wide clawback and restrictive covenants limit adverse behaviors and reduce governance risk .
- Broader compensation context: 2024 say-on-pay support fell to 53.3% due largely to off-cycle CEO awards; the Board has committed to avoid off-cycle awards absent extraordinary circumstances, which should moderate future pay risk perceptions and stabilize governance sentiment .
Sources: HOUS DEF 14A 2025 and 2024; HOUS 8-K (Nov 22, 2023).