Abby Lee

About Abby Lee

Abby C. Lee is Executive Vice President, Marketing, Communications, and Events at RE/MAX Holdings, promoted on February 22, 2024, after more than 25 years with the company; she is 54, a Denison University graduate, and a third‑generation real‑estate professional holding a broker license since 2007 . She oversees global brand image and major events, recently helping lead a digital‑first brand refresh and marketing platform modernization highlighted at the 2025 R4 convention . Company performance during her current executive tenure includes 2024 revenue of $307.7 million, net income of $8.1 million, and Adjusted EBITDA of $97.7 million, with emphasis on margin improvement and leverage reduction despite an industry downturn .

Company performance context (FY basis)

Past Roles

External Roles

Fixed Compensation

• Not disclosed for Abby Lee in the proxy; RE/MAX generally discloses detailed cash compensation for Named Executive Officers only (Abby Lee is not listed as a NEO) .

Performance Compensation

Company short‑term incentive (STIP) design (applies to NEOs; Abby‑specific payouts are not disclosed):

• Bonus Adjusted EBITDA threshold/target/max for 2024 were $91.3M / $96.1M / $105.7M; actual was $103.3M .
• Factor outcomes produced an overall 94.3% payout of target for NEOs via linear interpolation .

Long‑term incentives (company design context):

• NEO grants comprised 60% PSUs and 40% time‑based RSUs (Ms. Winders 50/50); PSUs vest over a 3‑year period based on annual revenue targets, with no RSUs vesting until the full 3‑year performance period is complete; time‑based RSUs generally vest in three equal annual installments (e.g., March 1, 2025/2026/2027) .
• Abby‑specific LTI mix or awards are not individually disclosed.

Equity Ownership & Alignment

• Initial SEC Form 3 (filed upon promotion to EVP) indicates Abby C. Lee beneficially owned 28,237 unvested RSUs; ownership is recorded as Direct; narrative clarifies amount includes unvested RSUs .

Alignment and policy controls:

• Anti‑hedging and anti‑pledging: The Insider Trading Policy prohibits pledging and hedging without prior Board consent; no officers/employees/directors have been granted consent .
• Stock ownership guidelines: Other Executive Officers must hold at least 2× base salary; SVP+ officers (including EVP) are covered by guidelines; unvested time‑based RSUs count toward compliance; unvested PSUs count only when performance periods are complete .
• Clawback policy: The Board may recoup incentive compensation from Section 16 officers for three years preceding a restatement if payouts exceed amounts that would have been paid on restated results .

Insider trading plans and activity:

• The company reported that during Q3 2025 none of its directors or executive officers adopted, modified, or terminated Rule 10b5‑1 trading plans or non‑Rule 10b5‑1 arrangements (Abby‑specific Form 4 transactions are not listed in the proxy and were not found via document search) .

Employment Terms

• Company practice: Employment agreements are generally not used for NEOs other than the CEO; Abby Lee does not have a publicly disclosed individual employment agreement .
• Severance and change‑in‑control frameworks:
  • Severance Plan provides for one year salary, benefits continuation, outplacement, and a prorated bonus for eligible involuntary terminations; retirement eligibility includes full vesting of time‑based RSUs and continued vesting of PSUs (eligibility criteria disclosed; individual coverage for Abby is not specified) .
  • Change‑in‑Control Plan provides 2.0× base salary + target bonus cash, prorated bonus, 24 months benefits, and outplacement for eligible NEOs/critical roles upon termination with good reason/without cause following change in control; individual participation for Abby is not disclosed .
• Retention agreements were issued in November 2023 to NEOs and certain other key officers; amounts disclosed only for NEOs; Abby‑specific retention terms are not disclosed .

Investment Implications

• Alignment: Abby holds unvested RSUs and operates under strict anti‑hedging/anti‑pledging rules, with stock ownership guidelines applying to SVP+ executives; this supports pay‑for‑performance and long‑term alignment .
• Incentive design: Company PSUs rely on revenue growth across multi‑year periods, and STIP metrics balance EBITDA, revenue, leverage, and employee/customer measures—consistent with a diversified performance framework; Abby’s specific payouts are not disclosed, but as EVP she is likely influenced by these metrics operationally .
• Retention risk: Broad use of equity awards with multi‑year vesting promotes retention; absence of disclosed individual severance or retention arrangements for Abby reduces guaranteed cash exposure but leaves coverage unknown—monitor proxy updates for any changes .
• Trading signals: With no 10b5‑1 plans adopted by executive officers in Q3 2025, near‑term systematic selling pressure appears limited; continue monitoring Form 4 filings for vesting‑related sales/tax withholding as grants mature .
• Share overhang: 2025 proposal to increase the 2023 Omnibus Plan reserve by 2.8 million shares (≈14.1% of Class A outstanding at record date) suggests ongoing use of equity incentives across leadership; potential dilution should be weighed against retention and alignment benefits .

Notes on Company Performance and Brand Execution

• 2024 highlights: $307.7M revenue, $97.7M Adjusted EBITDA, improved margins and leverage despite industry downturn; agent count rose 1.2% to 146,627 .
• Brand modernization: Digital‑first branding, marketing tools (MAX/Marketing, MAX/Engage), and referral and technology enhancements were emphasized at R4; Abby co‑led messaging on professionalism and digital presence .

Coverage limitations: Abby Lee is not a Named Executive Officer, so the proxy does not disclose individual base salary, bonus payouts, or specific equity grant sizes/vesting for her. Where individual data is not disclosed, company‑wide policies and incentive designs are summarized with explicit citations.