V. Ann Hailey
About V. Ann Hailey
Independent director at Anywhere Real Estate Inc. (HOUS), age 74, serving on the Board since February 2008; currently a member of the Audit Committee (former Audit Committee Chair from Feb. 2008 to May 2022) and the Nominating & Corporate Governance Committee, and designated by the Board as an “audit committee financial expert.” Background includes EVP & CFO of L Brands (1997–2006), EVP Corporate Development (2006–2007), and earlier finance leadership roles at PepsiCo, plus leadership roles at Pillsbury and RJR Nabisco; she also served as CFO of Gilt Groupe (2009–2010) and President/CEO/CFO of Famous Yard Sale (2012–2014). The company affirms her independence under NYSE standards and its Director Independence Criteria.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L Brands, Inc. (formerly Limited Brands) | Executive Vice President & Chief Financial Officer | 1997–2006 | Senior finance leadership for large consumer retailer |
| L Brands, Inc. | Executive Vice President, Corporate Development | 2006–2007 | Strategy/M&A oversight |
| L Brands, Inc. | Director | 2001–2006 | Public company board experience |
| PepsiCo, Inc. | Various finance leadership; roles in marketing & HR | 13 years (not specified) | Finance and cross-functional leadership in consumer sector |
| Gilt Groupe, Inc. | Chief Financial Officer | 2009–2010 | E-commerce finance leadership |
| Famous Yard Sale, Inc. | President, CEO & CFO | Jul 2012–Mar 2014 | Early-stage online marketplace leadership |
| Pillsbury Company | Leadership roles | Not specified | Consumer/CPG operating experience |
| RJR Nabisco Foods, Inc. | Leadership roles | Not specified | Consumer/CPG operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W.W. Grainger, Inc. | Director | 2006–2024 | Public company board service |
| TD Ameritrade Holding Corporation | Director | 2016–Oct 2020 (acquired by Schwab) | Public markets/financial services governance |
| Federal Reserve Bank of Cleveland | Director; Audit Committee Chair | 2004–2009; Chair 2006–2009 | Regulatory/audit oversight leadership |
Board Governance
- Independence: Board determined all committee members (Audit, Compensation & Talent Management, Nominating & Corporate Governance, Product & Technology) are independent; Hailey is listed as an Independent Director.
- Committee assignments (as of Dec 31, 2024): Audit Committee (Member); Nominating & Corporate Governance Committee (Member); prior Chair of Audit Committee (Feb 2008–May 2022).
- Audit “financial expert”: Board determined each Audit member, including Hailey, is an audit committee financial expert under SEC rules.
- Attendance and engagement: In 2024 the Board met 16 times; each director attended at least 75% of the aggregate of Board and applicable committee meetings; directors also attended employee/company events to deepen operational understanding.
- Committee workload (2024 meetings): Audit (8), Compensation & Talent Management (5), Nominating & Corporate Governance (6), Product & Technology (3).
- Board refresh/retirement policy: Governance Committee generally will not recommend re‑election of an independent director at 75+ without an annual waiver; attendance and contributions are considered in re‑nomination decisions.
Committee Roles (Hailey)
| Committee | Role | 2024 Meetings Held |
|---|---|---|
| Audit | Member (prior Chair through May 2022) | 8 |
| Nominating & Corporate Governance | Member | 6 |
Fixed Compensation (Director Compensation – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Director Retainer – Cash | 90,000 | Standard cash retainer |
| Audit Committee Member Retainer | 15,000 | Member fee |
| Nominating & Corporate Governance Member Retainer | 10,000 | Member fee |
| Total Cash Fees (Hailey) | 115,000 | Matches Director Compensation Table |
Additional program features: Cash fees are payable quarterly (directors may elect fully vested shares in lieu of cash). Fees and equity retainer reviewed annually by Compensation & Talent Management Committee with input from independent consultant; no program changes since May 2021. Directors may defer cash and eligible equity into deferred stock units under the Director Deferred Compensation Plan.
Performance Compensation (Equity – 2024)
| Award Type | Grant Timing | Grant-Date Fair Value ($) | Units/Status | Vesting/Terms |
|---|---|---|---|---|
| RSU (Annual Director Equity Retainer) | May 2024 (post-annual meeting) | 160,004 | 31,435 unvested RSUs outstanding at 12/31/2024 | RSUs vest one year after grant; eligible for deferral into DSUs |
Plan safeguards and governance:
- No single‑trigger acceleration on change of control (awards accelerate only if not assumed), no option repricing, no discounted options, minimum 12‑month vesting, and $700,000 annual cap on non‑employee director awards. Clawback provisions apply; no hedging or pledging permitted for directors.
Other Directorships & Interlocks
| Company/Entity | Relationship to HOUS | Notes on Potential Conflict |
|---|---|---|
| None disclosed for Hailey | — | Board’s independence review considered related person transactions; no director had a direct or indirect material interest in approved transactions; all committee members deemed independent. |
Related party controls: Audit Committee administers a written policy for review/approval of related person transactions >$120,000; some categories are pre‑approved (ordinary course use of services, competitive bidding, certain employment relationships below thresholds).
Expertise & Qualifications
- Designated Audit Committee financial expert; extensive finance, accounting, and capital markets expertise from multiple CFO roles and audit chair service (including Cleveland Fed).
- Board skills matrix marks Hailey for Operating/Leadership, Accounting/Financial, Capital Markets, and Public Company Board experience.
- Consumer/retail operations, branding/marketing, and global sales/distribution; internet/e‑commerce experience via Gilt Groupe and Famous Yard Sale.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Shares of Common Stock | 50,368 | Beneficial ownership (as of Mar 10, 2025) |
| Unvested RSUs | 31,435 | As of Dec 31, 2024 |
| Deferred Stock Units (DSUs) | 76,053 | Includes accrued dividend equivalents |
| Total Ownership Value (Guideline Calc) | $640,895 | Based on 20‑day avg price at 12/31/2024 |
| Ownership as % of Shares Outstanding | <1% | 111,795,256 shares outstanding (Mar 10, 2025) |
| Stock Ownership Guideline Status | Compliant | All applicable directors met guidelines at 12/31/2024 except those noted (not including Hailey) |
| Insider Sales by Current Directors | None | Company states no current directors have ever sold a share of Anywhere stock |
Policy notes: Independent Director Stock Ownership Guidelines require the greater of $500,000 or 5x cash retainer ($450,000 for non‑chair) in ownership within five years; shares, DSUs, and unvested RSUs count; options do not. If not met by deadline, 100% of net shares from awards must be retained until compliant. Hedging and pledging are prohibited.
Governance Assessment
- Strengths: Deep financial oversight (audit financial expert), long tenure including prior Audit Chair; active on Audit and Nominating & Governance in 2024; compliant with robust stock ownership guidelines; Board enforces anti‑hedging/pledging and maintains clawback protections; attendance threshold met and 16 Board meetings held in 2024.
- Alignment: 2024 director pay is balanced between cash ($115,000 for Hailey given committee roles) and equity RSUs ($160,004), with one‑year vesting and optional deferral; no meeting fees and no changes to program since 2021; director ownership value for Hailey ~$640,895.
- Conflicts/related parties: No material related person transactions involving directors were identified; independence affirmed after considering relevant transactions under a formal policy.
- Refresh/risk considerations: Board guidelines generally preclude re‑nominating independent directors aged 75+ without annual waiver; at age 74, Hailey is approaching the policy threshold, implying potential near‑term refresh needs subject to Governance Committee discretion.