Cathleen Raffaeli
About Cathleen Raffaeli
Cathleen Raffaeli (age 68) joined the RE/MAX Holdings (RMAX) Board in August 2024 and is an independent director serving on the Audit and Compensation Committees; the Board has designated her an “audit committee financial expert.” She is CEO and Managing Director of Hamilton White Group and Soho Venture Partners, with 35+ years in growth, marketing, technology, and asset redeployment, and deep board leadership experience across financial services and mortgage-related industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hamilton White Group; Soho Venture Partners | CEO & Managing Director | 35+ years experience cited | Growth, marketing, technology, asset redeployments; board leadership positions |
| New York Federal Loan Bank Board | Director | 13 years | Board service; financial services oversight |
| E*TRADE | Director | Not disclosed | Board service in fintech/brokerage |
| Brookline College | Director | Not disclosed | Board service; education governance |
| JHPIEGO (Johns Hopkins Global Health Initiative) | Director | Not disclosed | Global health oversight |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Standard Life Aberdeen (one of the world’s largest asset managers) | Director | Remuneration Committee; Risk Committee; Innovating Committee |
| Standard Life Savings Limited (subsidiary of Aberdeen) | Director | Not disclosed |
| Elevate Portfolio Services Limited (subsidiary of Aberdeen) | Director | Not disclosed |
Board Governance
- Independence: Board determined Raffaeli is independent under NYSE standards and company guidelines .
- Committees: Audit Committee member; Compensation Committee member; designated Audit Committee financial expert .
- Meeting attendance: All directors attended 100% of Board and committee meetings in 2024; Board met 6 times; Audit 7; Compensation 4 .
- Annual meeting: All directors attended the 2024 annual meeting .
- Compensation Committee interlocks: None; no relationships requiring Item 404 disclosure among Compensation Committee members (including Raffaeli) .
Fixed Compensation
Director pay structure (non-employee; pro-rated for partial-year service), with equity as RSUs vesting after ~1 year; members receive cash retainers for base and committee roles .
| Element | Annual Amount ($) | Notes |
|---|---|---|
| Base Retainer | 80,000 | Cash |
| Equity Grant (RSUs) | 100,000 | Vests in ~1 year |
| Audit Committee Chair | 25,000 | Cash |
| Audit Committee Member | 12,500 | Cash |
| Compensation Committee Chair | 15,000 | Cash |
| Compensation Committee Member | 6,000 | Cash |
| Nominating & Corporate Governance Chair | 15,000 | Cash |
| Nominating & Corporate Governance Member | 6,000 | Cash |
Raffaeli’s 2024 actual compensation (appointed Aug 19, 2024; pro-rated) :
| Name | Fees Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Cathleen Raffaeli | 49,250 | 50,006 | — | 99,256 |
Notes:
- Unvested RSUs at 12/31/2024: 4,546, scheduled to vest May 1, 2025 .
- Raffaeli’s appointment date: August 19, 2024 (pro-rata basis) .
Performance Compensation
- Non-employee director compensation includes time-based RSUs; no performance-based metrics disclosed for directors. Dividend equivalents are paid in cash upon settlement of RSUs at vesting (not prior to vesting) .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict |
|---|---|---|
| Standard Life Aberdeen (and subsidiaries) | None disclosed with RMAX’s competitors/suppliers/customers | Asset management is not a direct RMAX competitor; no related party transactions disclosed involving Raffaeli – |
- Compensation Committee Interlocks: None among RMAX Compensation Committee members; no Item 404 relationships, indicating low conflict risk .
Expertise & Qualifications
- Financial expertise; designated “audit committee financial expert” .
- Real estate/mortgage industry experience; broad financial industry experience .
- Public company board experience (Standard Life Aberdeen; prior E*TRADE) .
- Technology and growth/marketing background; board leadership over 25+ years .
Equity Ownership
| Holder | Class A Shares | % of Class A Outstanding | Vested vs. Unvested |
|---|---|---|---|
| Cathleen Raffaeli | 4,546 | <1% | 4,546 unvested RSUs vest May 1, 2025 |
Ownership alignment policies:
- Stock ownership guidelines: Non-employee directors required to hold 3x base cash retainer; no mandated timeline, but sales restricted if below threshold; unvested time-based RSUs count toward threshold; PSUs count only after performance periods complete .
- Anti-hedging/pledging: Prohibited without Board approval; no officers/directors have been granted consent .
Governance Assessment
- Board effectiveness: Raffaeli brings audit-quality oversight and compensation governance experience; Audit Committee financial expert status strengthens financial reporting and cyber-risk oversight (Audit Committee oversees cybersecurity risk) .
- Independence and engagement: Confirmed independent; perfect attendance in 2024; attended annual meeting—positive engagement signals .
- Compensation alignment: Director pay is modest, balanced cash/equity, and standard committee retainers; equity is time-based RSUs, aligning with shareholder value without excessive guarantees .
- Conflicts/related party exposure: No Item 404 related-party relationships or compensation interlocks; RMAX related-party transactions primarily involve Liniger entities, not Raffaeli –.
- Ownership alignment: Holds RSUs; subject to stock ownership guideline of 3x base retainer; policy restricts sales if below threshold (no required timeline)—neutral alignment with room to build stake over time .
Red flags
None disclosed specific to Raffaeli: no hedging/pledging approvals, no related-party transactions, and no committee interlocks; attendance was 100% in 2024 .