Michael J. Williams
About Michael J. Williams
Michael J. Williams (age 67) is Independent Chairman of Anywhere Real Estate Inc. (HOUS), serving as Independent Chair since December 31, 2017; he was Lead Independent Director from November 2013 and has been a director since November 2012 . He spent 20+ years at Fannie Mae, including as President & CEO (2009–2012) and previously EVP & COO (2005–2009), and later served as Chairman & CEO of Prospect Mortgage (2014–2017) following roles as senior advisor to Sterling Partners and non‑executive chairman of Prospect Mortgage (2012–2014) . The proxy highlights his expertise in finance, accounting, mortgage lending, real estate, and regulation; he also serves as an audit committee financial expert at HOUS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fannie Mae | President & CEO; Director & Exec. Committee Member | Apr 2009 – Jun 2012 | Leadership of GSE during crisis/regulatory era |
| Fannie Mae | EVP & COO | Nov 2005 – Apr 2009 | Oversight of operations |
| Fannie Mae | EVP, Regulatory Agreements & Restatement | Feb 2005 – Nov 2005 | Regulatory compliance/restatement leadership |
| Fannie Mae | President, eBusiness; SVP, e‑commerce | Jul 1999 – Feb 2005 | Technology/e‑commerce initiatives |
| Prospect Mortgage (Sterling Partners portfolio) | Non‑Exec Chairman | Nov 2012 – Jun 2014 | Board leadership post‑investment |
| Prospect Mortgage | Chairman & CEO | Jun 2014 – Feb 2017 | Led to sale of company |
| Sterling Partners | Senior Advisor | 2012 – 2014 | PE advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fannie Mae | Director | 2009 – 2012 | Prior public company board; adds housing/mortgage governance depth |
| — | Current public company boards | — | None disclosed for Mr. Williams in the HOUS proxy |
Board Governance
- Roles and independence: Independent Chairman (since 12/31/2017); previously Lead Independent Director; independent under NYSE standards .
- Committee assignments: Member, Audit Committee (Audit Committee Financial Expert); Member, Nominating & Corporate Governance (NGC; former Chair Aug 2013–May 2023) .
- Chair responsibilities: Sets agendas with CEO, presides at Board/stockholder meetings, leads Board investor outreach, conducts one‑on‑one director feedback, can call meetings of independent directors/Board .
- Meetings and attendance: Board held 16 meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings; independent directors held executive sessions at more than half of Board meetings, chaired by Mr. Williams .
- Committee cadence (2024): Audit 8; Compensation & Talent 5; NGC 6; Product & Tech 3 .
- Governance enhancements: Board approved (subject to 2025 stockholder vote) eliminating last remaining supermajority provision for director removal .
- Hedging/pledging: Prohibited for directors and employees under company policy .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Retainer – Independent Chairman (Cash) | 200,000 | Paid only to Independent Chair |
| Annual Retainer – Independent Chairman (RSUs, grant‑date fair value) | 250,000 | Equity portion of Chair retainer |
| Regular Director Retainer – Cash | 90,000 | Not applicable to Chair (Chair does not receive) |
| Regular Director Retainer – RSUs | 160,000 | Not applicable to Chair |
| Committee retainers (member/chair) | 10,000–20,000 | Chair receives only Chair retainer plus member retainer; Chair of Board does not receive committee retainers |
2024 Director compensation for Mr. Williams: Fees Earned in Cash $200,000; Stock Awards $250,000; Total $450,000 .
Performance Compensation
| Equity Element | 2024 Status | Notes/Structure |
|---|---|---|
| Annual RSU grant (Chair) | $250,000 grant‑date fair value | Reported as Director stock awards; no separate performance metric disclosure for director RSU retainers in proxy |
| Unvested RSUs (as of 12/31/2024) | 49,116 | For Mr. Williams; other independent directors had 31,435 each |
Metrics table: The proxy does not disclose performance metrics tied to director equity retainer awards; these are reported as RSUs representing the equity portion of director compensation .
Other Directorships & Interlocks
| Person/Entity | Interlock/Overlap | Relevance |
|---|---|---|
| Egbert L. J. Perry (HOUS director) | Former Fannie Mae Chair; service 2008–2018 | Network overlap with Mr. Williams’ prior Fannie Mae tenure; enhances mortgage governance depth, not a current related‑party conflict |
No current outside public company directorships are disclosed for Mr. Williams in the HOUS proxy .
Expertise & Qualifications
- Finance, accounting, mortgage lending, real estate, and regulation expertise from senior Fannie Mae roles; designated audit committee financial expert at HOUS .
- Board leadership and governance process stewardship as Independent Chair, including agenda setting, executive sessions, and investor outreach .
- Technology/operations exposure from Fannie Mae eBusiness leadership, relevant to Product & Technology oversight context at HOUS .
Equity Ownership
| Measure | Amount/Status | Date/Context |
|---|---|---|
| Beneficial ownership (common shares) | 135,234 | As of March 10, 2025; “<1%” of outstanding (star indicates <1%) |
| Shares outstanding (reference) | 111,795,256 | As of March 10, 2025 |
| Unvested RSUs | 49,116 | As of Dec 31, 2024 |
| Deferred Stock Units (DSUs) | 64,052 | Included in ownership guidelines table at 12/31/2024 |
| DSUs not included in beneficial ownership within 60 days | 113,168 | As of March 10, 2025 footnote (21) |
| Ownership guideline | ≥$1,000,000 (≥5x cash retainer for Chair) | Directors must own greater of $500k or 5x cash retainer; Chair threshold is $1,000,000 |
| Guideline compliance | Met (applicable directors), with noted exceptions not including Mr. Williams | As of 12/31/2024, Mr. Williams not listed as exception |
| Selling history | “None of our current Directors has ever sold a share of Anywhere stock” | Policy statement in proxy |
| Hedging/pledging | Prohibited for directors | Company policy |
Insider Trades (Form 4)
| Transaction Date | Type | Shares Acquired | Post‑Transaction Ownership | Source |
|---|---|---|---|---|
| 2025‑05‑07 | Award (A) | 67,386 | 315,788 | https://www.sec.gov/Archives/edgar/data/1398987/000139898725000082/0001398987-25-000082-index.htm |
| 2024‑05‑02 | Award (A) | 49,116 | 248,402 | https://www.sec.gov/Archives/edgar/data/1398987/000139898724000106/0001398987-24-000106-index.htm |
Governance Assessment
-
Strengths
- Independent Chairman structure with clear delineation from CEO; robust chair responsibilities and frequent independent executive sessions enhance oversight .
- Deep financial and mortgage/regulatory expertise; audit committee financial expert designation supports credible audit oversight .
- Strong engagement: Board ran proactive investor outreach in 2024/early 2025; Mr. Williams attended all Board investor outreach meetings and led the program, responding to low 2024 say‑on‑pay support with changes and commitments (e.g., avoiding off‑cycle awards barring extraordinary circumstances) .
- Ownership alignment: Chair‑level stock ownership guideline ($1,000,000) and statement that no current directors have sold HOUS stock; hedging/pledging prohibited .
-
Watch items / potential red flags
- Say‑on‑pay headwinds in 2024 (related to off‑cycle executive awards) required heightened outreach; while this centers on executive pay, it reflects on Board oversight and communication; continued monitoring of responsiveness is warranted .
- Long tenure (director since 2012) can raise refreshment questions; however, committee rotations (e.g., NGC chair transition in 2023) and ongoing evaluations mitigate entrenchment concerns .
- No related‑party transactions involving Mr. Williams are disclosed; the Audit Committee reviews RPTs under a formal policy—continue to monitor disclosures for any changes .
Director Compensation (Context)
| Year | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 200,000 | 250,000 | 450,000 |
| Notes: Values reflect the Independent Chairman cash and RSU retainer; grant‑date fair value for RSUs computed per ASC 718 . |
Board Attendance & Engagement
| 2024 Board Meetings | Director Attendance Threshold | Executive Sessions | Annual Meeting Attendance |
|---|---|---|---|
| 16 | Each director ≥75% of aggregate Board/committee meetings | Independent directors met in executive session at more than half of Board meetings; chaired by Mr. Williams | 12 directors attended (virtual‑only format) |
| Citations: Meetings/attendance ; Executive sessions . |
Compensation Committee & Policies (Oversight Context)
- Compensation & Talent Management Committee oversees executive compensation, equity programs, stock ownership and clawback policies; not chaired by Mr. Williams (he is not a member) .
- Independent director compensation/ownership policies are reviewed and recommended across committees (Compensation & Talent; NGC) .
Governance Signals Summary
- Independent leadership, strong audit expertise, high engagement, and stringent ownership/anti‑hedging policies are positive for investor confidence .
- The Board’s initiative to remove a supermajority provision and responsiveness to say‑on‑pay feedback demonstrate governance evolution under Mr. Williams’ chairmanship .
No current outside public company directorships are disclosed for Mr. Williams; prior Fannie Mae directorship provides relevant sector credibility without current interlocks at competitors/suppliers .