Ryan Schneider
About Ryan Schneider
Ryan M. Schneider, age 55, has served as Anywhere Real Estate Inc.’s Chief Executive Officer and President since December 31, 2017, and as a director since October 20, 2017. He previously served as President and COO beginning October 23, 2017 and, before joining Anywhere, led Capital One’s Card business (U.S., U.K., Canada) and held senior roles across Auto Finance and U.S. Card; he currently serves on Elevance Health’s board as Audit Committee Chair . In 2024, Anywhere delivered Operating EBITDA of $290 million (+14% YoY vs. $255 million), revenue of $5.7 billion (+1% YoY), and a net loss of $128 million, underscoring ongoing cost discipline in a historically challenging housing market . Pay-versus-performance data show CEO “compensation actually paid” was negative in 2024, alongside depressed TSR (value of $100 investment at $34.08), reflecting alignment between realized pay and shareholder outcomes amid a downturn .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Anywhere Real Estate Inc. | CEO & President; Director | CEO since 12/31/2017; Director since 10/20/2017 | Led multi-year cost-savings (approx. $125m in 2024; nearly $600m over three years), advanced major litigation settlements (NAR-related sell-side antitrust, TCPA), and drove transformation/AI initiatives . |
| Anywhere Real Estate Inc. | President & COO | 10/23/2017–12/31/2017 | Transition leadership ahead of CEO appointment . |
| Capital One Financial Corp. | President, Card | 12/2007–11/2016 | Led consumer/small business credit card businesses across U.S., U.K., Canada . |
| Capital One Financial Corp. | EVP & President, Auto Finance; EVP, U.S. Card | 12/2001–12/2007 | Senior leadership across large-scale consumer finance businesses . |
| Capital One Financial Corp. | Senior Advisor | 11/2016–4/2017 | Advisory role before joining Anywhere . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Elevance Health, Inc. | Director; Audit Committee Chair | Current | Public company directorship; committee leadership cited in Anywhere proxy . |
Fixed Compensation
| Year | Base salary ($) | Target annual bonus (% / $) | Actual annual bonus paid ($) | Other compensation ($) | Total SCT pay ($) |
|---|---|---|---|---|---|
| 2024 | 1,000,000 | 200% target (= $2,000,000) | 2,310,000 (115.5% of target under EIP) | 12,540 | 8,214,486 |
| 2023 | 1,000,000 | — | 1,900,000 | 12,012 | 10,059,781 |
| 2022 | 1,000,000 | — | — | 11,832 | 7,808,070 |
Notes:
- 2024 CEO target direct compensation: $11 million, with mix unchanged: $1m base, $2m target cash incentive (200% of salary), and $8m equity (40% RSUs / 60% PSUs). 91% at-risk pay; 73% equity; 62% performance-based (EIP + PSUs) .
Performance Compensation
2024 Annual Incentive (Cash) – EIP
| Metric | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|
| Plan Operating EBITDA and strategic objectives (with +/-25% individual performance modifier) | Not disclosed | Company achieved factors leading to 115.5% aggregate payout; Schneider IPF 100% | 115.5% of target; CEO bonus $2,310,000 | Cash; paid for FY2024 performance |
2024 Long-Term Incentive (Equity)
| Award | Grant date | Size/Target | Fair value ($) | Performance mechanics | Vesting |
|---|---|---|---|---|---|
| RSUs | 02/22/2024 | 525,451 units | 3,199,997 | Time-based only | 3 equal annual installments on 2/22 of 2025, 2026, 2027 |
| PSUs (2024–2026 cycle) | 02/22/2024 | 262,725 target shares (111,658 thr.; 604,268 max.) | 1,691,949 | Earned on average achievement of three annually-set Free Cash Flow goals; rTSR modifier at end of 3-year period | Cliff vest after 3-year period, subject to performance |
PSU history and outlook:
- 2021–2023 PSU cycle realized aggregate value 23%; rTSR component paid 0%; CFCF below target (77%) .
- 2022–2024 PSU cycle: aggregate realized value 0% (no payout) .
- 2023–2025 PSUs tracking below threshold on rTSR and around target on CFCF as of 12/31/2024 .
- 2024–2026 PSUs tracking above target on FCF metric with rTSR modifier at end of cycle .
CEO Off-Cycle Performance Awards (Cash)
| Cycle | Max payout | Metrics | Status / Payout mechanics | Clawback terms |
|---|---|---|---|---|
| 2024 CEO Performance Award (granted Nov 2023) | $5,000,000 | Realized cost savings for FY2024 | Achieved as of 12/31/2024: ~$125m savings vs initial $100m estimate (later full-year target $120m); paid in Q1’25 | Forfeitable if CEO resigns (without Good Reason) before 3/1/2026 |
| 2025 CEO Performance Award | $5,000,000 | 80%: realized cost savings ($100m target; 75% payout at $90m threshold; no payout < $90m). 20%: metrics addressing changes to private off-market listing networks | Capped at 100% of target for each metric | Forfeitable if CEO resigns (without Good Reason) before 3/1 following payout year |
Additional exceptional award disclosure:
- $5,000,000 Exceptional Achievements Award approved late 2023 (paid Nov 2023); subject to clawback if CEO resigns (without Good Reason) before 3/1/2025; reported as 2025 “Bonus” in 2026 proxy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,305,825 shares (2.0% of outstanding as of 3/10/2025) |
| Components | Includes 905,434 shares underlying options; excludes 1,456,717 RSUs and any PSUs not issuable within 60 days |
| Shares outstanding reference | 111,795,256 shares outstanding as of 3/10/2025 |
| Stock ownership guidelines | CEO required to hold 6x base salary; Schneider satisfied requirement as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors, officers, employees under company policy |
| Plan protections | No discounted options; no option repricing; no dividends on unearned awards; minimum 12-month vesting; robust clawback |
Outstanding awards and vesting/exercise
- Time-based RSUs outstanding (selected lines as of 12/31/2024): 55,556; 368,452; 525,451 units; market values shown in proxy ($183,335; $1,215,892; $1,733,988) . RSUs granted 2/22/2024 vest in three equal annual installments on 2/22/2025, 2/22/2026, and 2/22/2027 .
- PSUs (unearned) outstanding (selected lines): 994,818; 132,643; 525,450 units; market values ($3,282,899; $437,722; $1,733,985) as of 12/31/2024 .
- Stock options outstanding (CEO): 261,234 @ $32.80 exp. 10/23/2027; 210,674 @ $25.35 exp. 03/01/2028; 433,526 @ $13.60 exp. 02/28/2029 .
Potential selling pressure indicators
- Significant RSU tranches vest annually through 2027 (e.g., 2/22/2024 grant: 525,451 units over three installments), which can create periodic liquidity events, subject to retention and blackout policies .
- Company policy prohibits hedging/pledging, and executive stock ownership guidelines require ongoing retention until compliance, mitigating misalignment risk .
Employment Terms
| Provision | CEO terms |
|---|---|
| Employment agreement | Amended and Restated Employment Agreement dated Aug 4, 2022; at-will employment |
| Severance multiple (non-CIC) | 2.0x (salary + target annual incentive), plus benefits continuation up to 18 months and outplacement up to $50,000, upon qualifying termination (without Cause/for Good Reason) |
| Severance multiple (CIC, double-trigger within 24 months) | 2.0x (salary + target annual incentive), payable in lump sum |
| No excise tax gross-up | No NEO entitled to golden parachute tax reimbursement |
| Restrictive covenants | Non-compete 3 years post-termination; non-solicit 3 years; Clawback applies to covenant breaches |
| Good Reason (CEO) | Includes removal from Board; material reduction in duties/title/reporting; reduction in base or target incentive; certain relocations; material breach by Company |
| CIC equity treatment | If assumed/substituted: unvested equity vests upon qualifying termination within 24 months post-CIC (time-based and performance-based awards accelerate; performance awards measured at actual level immediately prior to CIC and vest at end of performance period subject to service) . If not assumed: awards vest at CIC . |
Potential payments (illustrative, as of 12/31/2024; based on $3.30 stock price in table methodology)
| Scenario | Cash severance ($) | Health care ($) | Equity vest/accel. ($) | Exceptional Achievements Award ($) | CEO Performance Award vest/accel. ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without Cause/for Good Reason in connection with CIC | 6,000,000 | 35,374 | 8,469,943 | 5,000,000 | 10,000,000 | 29,505,317 |
| Other termination without Cause/for Good Reason (non-CIC) | 6,000,000 | 35,374 | 4,214,401 | 5,000,000 | 5,000,000 | 20,249,775 |
| Death | — | — | 7,347,616 | 5,000,000 | 5,000,000 | 18,347,616 |
| Disability | — | — | 7,347,616 | 5,000,000 | 5,000,000 | 17,347,616 |
Performance & Track Record
Pay-versus-performance summary and key financial drivers
| Year | CEO SCT Total ($) | CEO Compensation Actually Paid ($) | Company TSR: Value of $100 | Peer TSR: Value of $100 | Net (Loss) Income ($mm) | Operating EBITDA ($mm) |
|---|---|---|---|---|---|---|
| 2024 | 8,214,486 | (738,228) | 34.08 | 261.28 | (127) | 290 |
| 2023 | 10,059,781 | 13,033,190 | 83.76 | 263.07 | (98) | 255 |
| 2022 | 7,808,070 | (14,373,512) | 66.00 | 151.13 | (283) | 534 |
| 2021 | 12,619,247 | 23,627,955 | 173.66 | 187.16 | 350 | 931 |
| 2020 | 11,170,316 | 21,720,594 | 135.54 | 124.48 | (356) | 771 |
Context for 2024:
- Revenue $5.7B (+1% YoY); Operating EBITDA $290M (+14% YoY); net loss $(128)M; EIP payout at 115.5% reflects execution on controllable levers despite depressed existing home sales .
Investment Implications
- Alignment: 91% of 2024 target CEO pay is at-risk; realized pay turned negative in 2024 as TSR fell, signaling pay outcomes tied to shareholder value during the downturn .
- Retention and incentives: Multi-year RSU/PSU structure plus off-cycle CEO performance awards with rigorous cost-savings targets and clawbacks (through Mar 1 of the year after payout) strengthen near-term retention and execution focus; 2025 award capped at 100% with 80% tied to $100m cost savings (75% at $90m threshold) and 20% tied to navigating listing-network rule changes .
- Ownership and selling pressure: Schneider beneficially owns 2.0% of shares (incl. options), meets 6x-salary ownership guideline, and is subject to anti-hedging/pledging policies; sizeable RSU tranches vest annually through 2027 that may create episodic liquidity, moderated by ownership/retention rules .
- Downside protections and CIC: Double-trigger equity acceleration if awards are assumed; 2.0x CIC severance; no tax gross-ups; 3-year non-compete/non-solicit—robust but shareholder-sensitive terms .
- Performance risk: PSU cycles for 2022–2024 paid 0% amid industry headwinds; 2024–2026 FCF PSU tracking above target, but rTSR modifier at cycle end adds external sensitivity; execution on cost savings, litigation/industry-rule transitions, and transformation remains key to value creation .
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