Annita M. Menogan
About Annita M. Menogan
Independent director of RE/MAX Holdings since 2022; age 70. Former General Counsel, Corporate Secretary and Compliance Officer at Atkins Nutritionals/The Simply Good Foods Company; previously Senior VP/Chief Legal Officer at Red Robin Gourmet Burgers and Vice President/Deputy General Counsel at Adolph Coors/Molson Coors. Brings deep legal, governance, franchising and M&A expertise, especially navigating growth, disruption and transformation. Committees: Compensation; Nominating & Corporate Governance (member of both). Independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atkins Nutritionals / The Simply Good Foods Company (NASDAQ: SMPL) | General Counsel, Corporate Secretary, Compliance Officer | 2015–2018 | Led legal/compliance during strategic M&A and brand expansion; franchise growth/governance leadership |
| Red Robin Gourmet Burgers (NASDAQ: RRGB) | SVP, Chief Legal Officer, Corporate Secretary | 2006–2013 | Executive team member through growth and transformation; boardroom experience |
| Adolph Coors Company / Molson Coors (NYSE: TAP) | VP, Corporate Secretary, Deputy General Counsel | Not disclosed | Corporate governance/legal leadership in global public company environment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Infinicept, Inc. | Director | Since 2023 | Private company board |
| AYA Foundation | Director | Since 2022 | Non-profit board |
| Children’s Hospital Colorado | Director | 2014–2024 | Non-profit board service |
| Denver Kids, Inc.; NACD Colorado Chapter; DU Sturm College of Law Institute for the Advancement of the American Legal System | Director/Trustee (prior) | Not disclosed | Governance/education/community roles; NACD Board Leadership Fellow |
Board Governance
- Independence/tenure/attendance
- Independent director; on Board since 2022; Board met 6 times in 2024; all directors (including Menogan) attended 100% of Board and committee meetings in 2024.
- Committee assignments and meeting cadence (2024)
- Compensation Committee (4 meetings; Chair: Roger Dow) – Menogan member.
- Nominating & Corporate Governance Committee (4 meetings; Chair: Christine Riordan) – Menogan member.
- Board size/leadership structure
- 10 members (9 following 2025 AGM); 70% independent; separate Chair (non-executive) and CEO; formal Lead Independent Director.
- Compensation consultant and conflicts
- Meridian Compensation Partners is the independent advisor; Compensation Committee determined Meridian is independent and no conflicts of interest.
- Compensation committee interlocks
- No interlocking relationships or related-party relationships requiring disclosure among Compensation Committee members.
Fixed Compensation (Director)
| Element | Annual Amount ($) | Notes |
|---|---|---|
| Base Retainer (cash) | 80,000 | Standard non-employee director cash retainer |
| Comp Committee – Member | 6,000 | Additional cash retainer |
| Nominating & Corp Gov – Member | 6,000 | Additional cash retainer |
| Equity Grant (RSUs) | 100,000 | Time-based RSUs vest after ~1 year |
| 2024 Actual – Cash Fees (Menogan) | 92,000 | Matches 80,000 + 6,000 + 6,000 |
| 2024 Actual – Stock Awards (Menogan) | 100,003 | Grant date fair value (ASC 718) |
| 2024 All Other (Menogan) | 1,244 | Dividend equivalents on RSUs vested in 2024 |
| 2024 Total (Menogan) | 193,247 | Sum of above |
Notes:
- Directors receive no meeting fees; cash is base plus committee retainers; equity is annual RSU grant.
Performance Compensation (Director)
| Instrument | Grant/Value | Vesting/Metrics | Notes |
|---|---|---|---|
| Annual Director RSUs | $100,003 (2024 Menogan) | Time-based; vest after ~1 year (no performance metrics) | Governance-aligned, encourages ownership |
| Unvested RSUs outstanding (as of 12/31/24) | 11,364 units (Menogan) | Vest May 1, 2025 | Count toward ownership guideline while unvested (time-based) |
No director performance metrics (e.g., TSR, EBITDA) are tied to director equity; all director equity awards are time-based RSUs.
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Overlap/Interlocks |
|---|---|---|---|
| Infinicept, Inc. | Private | Director | No disclosed interlocks with RMAX committees |
| AYA Foundation | Non-profit | Director | — |
| Prior non-profit/academic boards | Non-profit | Director/Trustee | — |
- Compensation Committee Interlocks: None reported; no relationships requiring Item 404 disclosure among Compensation Committee members.
Expertise & Qualifications
- Legal/governance executive with ~20 years as chief legal/governance officer in public companies; extensive franchising, M&A and crisis/transition experience.
- Board governance credentials: NACD Board Leadership Fellow.
- Industry breadth: franchising, consumer/restaurant, beverages; public company leadership exposure.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership – Class A shares | 19,249 | <1% of outstanding |
| Unvested time-based RSUs (as of 12/31/24) | 11,364 | Vest May 1, 2025; count toward guideline |
| Anti-hedging/pledging policy | Prohibited without Board consent; no consents granted | Applies to directors; no hedging/pledging approvals outstanding |
| Stock ownership guideline (Directors) | 3x base cash retainer | Equals 3 × $80,000 = $240,000 |
| Reference share price (Record Date) | $8.90 | NYSE closing price as of record date |
Ownership alignment assessment (approximate, for context):
- Shares that count toward guideline include beneficially owned shares plus unvested time-based RSUs. Using 19,249 + 11,364 = 30,613 units and $8.90/share implies ≈ $272,457, exceeding the $240,000 guideline threshold (Directors).
Governance Assessment
- Board effectiveness: Menogan brings seasoned GC/governance and franchising expertise into two key gatekeeping committees (Compensation; Nominating & Governance), complementing RMAX’s franchisor model. Attendance was exemplary (100%).
- Independence/conflicts: Determined independent; Compensation Committee disclosed no interlocks or related-party relationships; no related-party transactions involving Menogan disclosed.
- Director pay/ownership alignment: Standard market-aligned mix (cash retainer + time-based RSUs). Ownership guidelines at 3x retainer and anti-hedging/anti-pledging/clawback policies strengthen alignment and risk controls. Based on disclosed inputs, she appears to meet the ownership guideline when counting unvested time-based RSUs.
- Compensation governance signals: Compensation Committee uses independent consultant (Meridian) and performs annual risk assessment; no single-trigger CIC for cash/equity; no excise tax gross-ups; clawback policy updated in 2023.
- Capital stewardship consideration: The Board (including Compensation Committee recommendation) is asking shareholders to add 2.8M shares (≈14.1% of Class A outstanding) to the 2023 Omnibus Plan; while supportive of equity-based alignment, it carries potential dilution—governance oversight on grant pacing and performance alignment remains important.
Insider Trades
| Period | Transactions disclosed for Menogan | Notes |
|---|---|---|
| FY2024 (proxy disclosure) | None in proxy | Section 16(a) delinquency note only cited a late Form 4 for CEO; no director issues noted for Menogan. |
RED FLAGS
- None disclosed specific to Menogan: no attendance issues, no related-party transactions, no interlocks, and compliance with strong anti-hedging/pledging and clawback policies. Monitor overall equity plan share increase for dilution, but this is a company-wide governance matter rather than individual director-specific.