David L. Liniger
About David L. Liniger
Non-executive Chair and Co-Founder of RE/MAX; age 79; RE/MAX Holdings director since 2013. Former CEO (Dec 2014–May 2017) and Co-CEO (May 2017–Feb 2018), with deep franchise and real estate expertise. Married to Gail Liniger (Vice Chair Emerita); inducted into the International Franchise Association Hall of Fame in 2005. Board determined he is not independent; he is not on any Board committees and serves solely as Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RE/MAX Holdings, Inc. | Non-Executive Chair of the Board | July 2013–present | Chair only; no committee memberships |
| RE/MAX (predecessor entities) | Chair of Board (predecessor) | Since January 1973 | Co-founder leadership through industry cycles |
| RE/MAX Holdings, Inc. | Chief Executive Officer | Dec 2014–May 2017 | Led company; launched Motto Mortgage |
| RE/MAX Holdings, Inc. | Co-CEO | May 2017–Feb 2018 | Transitional executive leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Franchise Association | Hall of Fame Inductee | 2005 | Industry recognition reflecting franchise leadership |
| Sanctuary, Inc. (private) | Co-owner (with Gail Liniger) | Ongoing | Company hosts occasional corporate events; 2024 transactions < $120k |
Board Governance
- Independence: Not independent; serves as non-executive Chair with spouse-related affiliation to RIHI (majority-owned by David and Gail Liniger) .
- Committee assignments: None; all standing Board committees are fully independent (Audit, Compensation, Nominating & Corporate Governance) .
- Attendance: All directors attended 100% of Board and committee meetings in 2024; Board met 6 times; Audit 7, Compensation 4, Nominating 4, Finance & Investment 4 (wound down effective April 1, 2025) .
- Leadership structure: Separate Chair (Liniger) and CEO (Erik Carlson); robust Lead Independent Director role (Roger Dow) with defined authorities .
- Independent director sessions: Independent directors meet without management or non-independent directors per governance factsheet .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Equity Grants (RSUs) ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 0 | 0 | 0 | 0 |
Note: “Since our IPO in 2013, Mr. Liniger has not received compensation for his service as Director or officer (other than medical benefits similar to our employees)” .
Performance Compensation
| Component | Metric | Award Type | Status |
|---|---|---|---|
| Director equity | Time-based vesting (one-year) | RSUs | Not applicable to Liniger; no grants |
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes/Interlocks |
|---|---|---|---|
| RE/MAX Holdings, Inc. | Public | Non-Executive Chair | RIHI (controlled by David & Gail Liniger) holds Class B with ~40% voting power |
| Sanctuary, Inc. | Private | Co-owner | Company spends < $120k for events; related-party oversight via Audit Committee |
Expertise & Qualifications
| Expertise Area | Evidence |
|---|---|
| Real estate and mortgage | Co-founded RE/MAX; launched Motto Mortgage; decades of industry leadership |
| Franchise operations | Deep franchise model experience and global expansion credentials |
| Global business | Board skill matrix cites global experience; RE/MAX presence in 110+ countries |
| Company-specific knowledge | 50+ years in RE/MAX; invaluable institutional knowledge |
Equity Ownership
| Security | Holder | Amount | % of Class A Outstanding | Voting Power Impact |
|---|---|---|---|---|
| Class A Common Stock | David L. Liniger | 353,711 shares | 1.78% | 1.78% of Class A votes |
| RMCO Common Units (redeemable into Class A) | RIHI (controlled by David & Gail Liniger) | 12,559,600 units | 38.36% equivalent | Class B carries 12,559,600 votes; combined voting power (A+B) for Liniger 39.82% |
| Class B Common Stock | RIHI | 1 share | N/A | 100% of Class B; votes equal to RMCO units (12,559,600) |
- Anti-hedging/pledging: Company policy prohibits hedging and pledging without Board approval; no consents granted to any officers or directors (i.e., no hedging/pledging reported) .
- Ownership guidelines: Non-employee directors subject to stock ownership guideline of 3x base cash retainer; compliance status for Liniger not disclosed .
Governance Assessment
- Strengths:
- Robust independent committee structure; separate Chair/CEO; active Lead Independent Director with authority to call meetings and retain advisors .
- Full attendance (100%) in 2024; structured ERM and cybersecurity oversight through Audit Committee; regular stockholder outreach covering ~40% of Class A contacted and ~30% met .
- Clear Related Party Transactions Policy with Audit Committee review; clawback policy applies to incentive compensation; anti-hedging/anti-pledging policy in place .
- Red flags / Conflicts:
- Non-independent Chair with controlling influence via RIHI; combined voting power ~39.82%, creating potential entrenchment risk and control over key matters without majority Class A support .
- Ongoing Tax Receivable Agreements with RIHI; company paid ~$0.6 million to RIHI in Jan 2024; TRA obligations can require payments based on assumed future tax benefits, potentially exceeding realized savings in some scenarios .
- Related-party relationships (RIHI structure; Sanctuary events) necessitate vigilant oversight; though Sanctuary spend in 2024 was below $120k, it remains a related-party exposure .
- Director compensation alignment:
- Liniger receives no director pay or equity grants, which avoids pay-driven conflicts but concentrates alignment through substantial ownership and voting control rather than at-risk director compensation .
Overall implication for investor confidence: Board process quality (attendance, independent committees, policies) is strong, but investors should weigh the non-independent Chair and concentrated voting control via RIHI and TRAs when evaluating governance risk and potential minority shareholder influence .