Sherry M. Smith

About Sherry M. Smith

Independent director of Anywhere Real Estate Inc. (HOUS) since December 2014; age 63. Former CFO and EVP of SuperValu Inc. (2010–2013) with prior senior finance roles spanning accounting, audit, controller, compensation, M&A, strategic planning, and treasury from 1987–2010, bringing deep finance and audit expertise to the board. She is classified as independent and designated an Audit Committee Financial Expert; she currently serves on Deere & Company and Piper Sandler Companies boards. Beneficial ownership at HOUS is 21,421 common shares (0.019% of 111,795,256 outstanding), with substantial additional alignment via RSUs and deferred stock units (DSUs) (see Equity Ownership).

Past Roles

External Roles

Board Governance

• Independence and financial expertise: Independent director; member of both Audit and Compensation & Talent Management (CTM) Committees; designated Audit Committee Financial Expert. All members of Audit and CTM are independent.
• Committee assignments (as of 12/31/2024): Audit (Member); Compensation & Talent Management (Member). No chair roles.
• Attendance and engagement: Board held 16 meetings in 2024; committees held Audit (8), CTM (5), NCG (6), PTC (3). Each director attended at least 75% of aggregate Board and assigned committee meetings in 2024; directors expected to attend the annual meeting (12 attended in 2024).
• Executive sessions: Independent directors met in executive session at more than half of Board meetings; chaired by Independent Chairman.
• Governance enhancements relevant to committee work: CTM charter expanded in Feb 2024 to include executive team talent oversight; Product & Technology Committee mandate expanded in Jan 2025 to include AI governance/risk oversight.
• Independence determination context: Board reaffirmed independence of all non-CEO directors and reviewed related transactions; none were material to any director.

Fixed Compensation (Independent Director Pay)

• Mix (2024 actual for Smith): ~43% cash ($120,000) / ~57% equity ($160,004) based on grant date value.

Performance Compensation (Equity Structure for Directors)

Directors may elect to defer cash fees and eligible equity into DSUs; DSUs settle in common stock per plan elections.

Other Directorships & Interlocks

• Current public boards: Deere & Company; Piper Sandler Companies. No interlocks or competitive conflicts with HOUS disclosed.
• Prior public board: Tuesday Morning Corporation (2014–2022).
• Board service limits policy: Non-CEO directors may not serve on >4 other public company boards; Audit Committee members may not serve on >3 public company audit committees (including HOUS); all directors are in compliance.

Expertise & Qualifications

• Qualifications: Operating/leadership; accounting/financial; capital markets; cybersecurity/data privacy; public company board experience. (Skills matrix shows checkmarks for Smith across these domains.)
• Audit Committee Financial Expert designation under SEC rules.
• Career background: Former public company CFO with extensive finance, audit, treasury, and strategic planning experience.

Equity Ownership

Related-Party & Conflicts Review

• Independence affirmed for all non-CEO directors; Audit Committee policy requires review/approval of related person transactions >$120,000; approved transactions in 2024 included: note repurchases from funds affiliated with Angelo Gordon and a Cooperation Agreement appointing Joe Lenz; no director had a direct or indirect material interest.
• Ordinary-course use of HOUS brokerage/title services by directors is pre-approved when on market terms; sublease with entity affiliated with another director (terminated in 2024) and legacy vendor arrangements tied to a former employer of another director were reviewed and not material. No issues noted related to Smith.

Say-on-Pay & Shareholder Feedback (Governance Signal)

Relevance: While focused on executive pay, low 2024 support is a governance risk indicator; the Board’s documented engagement and program changes partially mitigate investor confidence concerns.

Governance Assessment

• Strengths

  • Independence, audit expertise, and dual service on Audit and CTM committees enhance oversight of financial reporting, risk, and talent/compensation. Smith is an SEC-defined Audit Committee Financial Expert.
  • Attendance and engagement: met Board’s attendance expectations; Board/committee workload is substantial (16 Board meetings; frequent committee sessions; independent executive sessions).
  • Ownership alignment: Meets director ownership guidelines (~$521k ownership value at 12/31/2024); hedging/pledging prohibited; none of the directors have sold HOUS shares, reinforcing alignment.
  • No identified related-party conflicts involving Smith; board-level related transactions reviewed under policy; none material to a director.

• Watch items / Red Flags

  • 2024 say-on-pay at 53.3% is a governance red flag; however, Board and CTM Chair conducted extensive outreach and committed to avoiding off-cycle awards going forward. Continued monitoring of compensation design rigor and responsiveness is warranted.
  • Board size efficiency was raised by some investors; Board expects to move toward 10–11 directors over time (not a Smith-specific issue but relevant to overall board effectiveness).

• Implications for investors

  • Smith’s CFO background and audit expertise support robust financial oversight and risk management—positive for investor confidence.
  • Ownership guideline compliance and prohibition on hedging/pledging support “skin-in-the-game” alignment without leverage risk.
  • Ongoing scrutiny of executive pay outcomes vs. performance is advisable given 2024 vote levels; governance responsiveness partially mitigates concern.