Tanya Reu-Narvaez
About Tanya Reu-Narvaez
Executive Vice President and Chief People Officer at Anywhere Real Estate (HOUS), and a member of the Executive Committee that the Board oversees for senior executive compensation and talent matters . As CPO, she participates in the annual compensation risk assessment alongside internal audit and total rewards, with the Compensation & Talent Management Committee reviewing outcomes to ensure plans do not encourage excessive risk . Company context for 2024: revenues were $5.7B (+1% YoY), Operating EBITDA was $290M (+14% YoY), and Free Cash Flow was $50M (or $70M before a $20M litigation payment) . Incentive outcomes tied to corporate performance were mixed: the 2024 EIP funded at 115.5% on aggregate objectives, while 2022–2024 PSUs paid 0% on both rTSR and CFCF due to market and cash generation shortfalls .
Fixed Compensation
- Not disclosed for Tanya in the proxy’s Named Executive Officer (NEO) tables; NEOs are CEO, CFO, President & CEO of Integrated Services, CTO, and President & CEO of Brands/Advisors .
Performance Compensation
2024 Annual Executive Incentive Plan (EIP) – Design and Results
| Metric | Weighting (%) | Target | Actual | Company Achievement/Payout | Vesting |
|---|---|---|---|---|---|
| Plan Operating EBITDA | 70% | $263M* | 122% of target | 115.5% aggregate (with individual modifiers up to +/-25%) | Cash payout (annual) |
| Strategic Objectives (Operational Excellence & Talent) | 30% | At Target (100%) | 100% | Included in 115.5% aggregate | Cash payout (annual) |
| Individual Performance Modifier | +/-25% | n/a | Applied at Committee discretion | Differentiated payouts by NEO (range 115.5%–144.2%) | Cash payout (annual) |
*Target approved Feb 16, 2024; target comparison excludes the definitional change to Operating EBITDA effective Dec 31, 2024 .
2022–2024 PSU Payouts (Cycle completed Dec 31, 2024)
| Award Metric | Target Definition | Actual | Payout |
|---|---|---|---|
| Relative TSR | Equal to S&P MidCap 400 | -91% vs. index | 0% |
| Cumulative Free Cash Flow (CFCF) | $1,258M | $217M | 0% |
2024–2026 PSU Design (Forward plan applicable to senior executives)
| Element | Details |
|---|---|
| Primary metric | Average of three annually established Free Cash Flow goals (equally weighted) |
| rTSR modifier | +/-15% modifier vs. compensation peer group; direct real estate competitors double-weighted |
| Payout curve | Threshold at 70% FCF → 50% payout; maximum at 130% FCF → 200% payout (per-year segment, averaged across 3 years) |
| Vesting | At end of the 3-year performance period; earned PSUs settle in shares |
| Status (as of 2024 segment) | Tracking above target for FCF; rTSR tracking below threshold (observational status; final results at cycle end) |
Equity Ownership & Alignment
| Policy/Practice | Requirement/Terms |
|---|---|
| Executive stock ownership guidelines | Executive Committee officers: 3x base salary; CEO: 6x base salary |
| Counting rules | Common stock, deferred stock units, unvested RSUs count; options and unearned PSUs do not |
| Compliance timeline | 5 years from becoming subject; if not met, must retain 100% of net shares until compliant; interim retention of 50% of net shares on vest/exercise until compliant |
| Hedging & pledging | Prohibited for directors, executive officers, and employees; no waivers permitted |
| Clawback policy | Recoupment applies to cash and equity incentive compensation; designed to recover erroneously received pay and address misconduct risks |
Employment Terms
- Change-in-control mechanics: Company policy uses double-trigger provisions (employment termination in connection with a change-in-control required for severance/acceleration) .
- Equity treatment in CoC: PSUs assumed by an acquirer convert into time-vesting RSUs at target (if assumed), with plan-specific vesting/exercise rules summarized in proxy; valuations based on period-end stock price for disclosure .
- Restrictive covenants: Strict non-compete/non-solicit and related covenants enforced, with clawback coverage extended to misconduct, policy violations, and certain financial restatements .
Say-on-Pay & Investor Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2023 | 87% |
| 2024 | 53.3% |
- Key Board responses: committed to avoid off-cycle awards absent extraordinary circumstances, added strategic objectives (30%) to annual plan to mitigate cyclicality, refined PSUs to annual FCF segments with rTSR as a modifier, and reduced individual discretion to +/-25% .
Compensation Peer Group (used for pay benchmarking and rTSR modifier; direct competitors double-weighted)
| Company | Revenue ($MM) | Market Cap ($MM) |
|---|---|---|
| Redfin Corporation | 1,017 | 976 |
| Zillow Group, Inc. | 2,236 | 17,101 |
| eXp World Holdings, Inc. | 4,458 | 1,767 |
| Opendoor Technologies Inc. | 4,939 | 1,144 |
| Compass, Inc. | 5,345 | 2,985 |
Investment Implications
- Alignment signals: Executive ownership requirements (3x salary for executive officers), strict hedging/pledging prohibitions, and an expanded clawback framework support shareholder alignment and risk control; however, the 2022–2024 PSU zero payouts underscore macro sensitivity and historic industry downturn impact on long-term realizable pay .
- Retention and incentive design: The shift to annually set FCF goals with rTSR as a modifier reduces payout volatility and restores retentive value during market cycles—a positive for talent stability under the CPO’s remit—while annual EIP funding anchored to Operating EBITDA and strategy drives focus on controllable levers .
- Governance and shareholder feedback: Lower 2024 say-on-pay support prompted program changes and commitments to avoid off-cycle awards, which should lessen pay risk and controversy going forward .
- Company performance context: 2024 Operating EBITDA growth (+14% YoY) and positive FCF despite market headwinds validate the current focus areas embedded in incentive plans, but depressed rTSR relative to the S&P MidCap 400 highlights continued market beta and sector pressures that can weigh on long-term equity outcomes .