Erik Carlson
About Erik Carlson
Erik Carlson, age 55, is Chief Executive Officer of RE/MAX Holdings (RMAX) and a member of the Board since November 2023, following a 28‑year career at DISH Network where he ultimately served six years as President & CEO; prior roles included SVP of Sales & Retail Services, EVP of Operations, and President & COO . Under his first full year as CEO, RMAX reported 2024 revenue of $307.7M, net income of $8.1M, and Adjusted EBITDA of $97.7M; management cited improved margins and leverage despite an industry downturn . The company’s 2024 Company TSR “value of initial fixed $100” stood at $31.61 (vs. Russell 2000 at $142.93) in the Pay‑vs‑Performance disclosure, highlighting shareholder return context during the period . Mr. Carlson’s compensation mix is predominantly at-risk (~84% in 2024 including his initial 2023 equity awards), consistent with a pay‑for‑performance design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DISH Network Corporation | President & CEO (six years); previously President & COO; EVP Operations; SVP Sales & Retail Services; Account Executive (joined 1995) | 1995–2023 (28 years) | Led a large public company through operational, sales, and CEO roles, bringing public company leadership and strategic planning experience |
External Roles
No external public-company directorships for Mr. Carlson are disclosed in the 2025 proxy; he serves as a director of RMAX (Class II director since 2023; no committee memberships) .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | 825,000 |
| Target Bonus (% of Salary) | 125% |
| Target Bonus ($) | 1,031,250 |
| Actual Bonus Paid ($) | 972,102 (paid 50% cash / 50% vested stock) |
| Pay Mix (Context) | ~84% at-risk/performance-based (includes 2023 new‑hire equity) |
Performance Compensation
2024 Annual Incentive Plan (Company-wide metrics for NEOs; Mr. Carlson’s payout follows these results)
| Metric | Weight | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Bonus Adjusted EBITDA ($M) | 30% | $96.1 (Threshold $91.3; Max $105.7) | $103.3 | 107% |
| Real Estate Segment Revenue | 30% | Not disclosed | Not disclosed | 82% |
| Mortgage Segment Revenue | 20% | Not disclosed | Not disclosed | 70% |
| Total Leverage Ratio Goal | 10% | Not disclosed | Not disclosed | 100% |
| Establish Customer Feedback System | 5% | Not disclosed | Not disclosed | 100% |
| Employee Satisfaction Score | 5% | Not disclosed | Not disclosed | 175% |
| Overall AIP Result | — | — | — | 94.3% of target |
Design notes:
- Annual incentive paid half in cash and half in fully vested Class A stock .
- “Bonus Adjusted EBITDA” excludes bonus expense and includes other Compensation Committee adjustments; definition and reconciliation provided in proxy appendix .
Long‑Term Incentives (LTI)
| Element | Structure | Vesting / Performance | 2024 Activity |
|---|---|---|---|
| 2023 New‑Hire RSUs (time‑based) | Time‑based RSUs granted upon appointment (inducement awards under NYSE 303A.08) | Tranches with scheduled vesting: some awards 1/2 on Mar 1, 2025 and 1/2 on Mar 1, 2026; others 1/3 on Mar 1, 2025, 2026, 2027 | No new 2024 LTI grants to CEO; only portion of 2023 bonus paid in stock in 2024 |
| 2023 New‑Hire PSUs (stock‑price based) | Performance RSUs (0%–200% of target) | Vest based on RMAX VWAP measured over a rolling 60‑day period from grant through Dec 31, 2027 | No new CEO PSUs granted in 2024 |
| 2024 Stock Options | — | — | No options granted to NEOs in 2024 |
| 2024 Vested Stock (realized) | Shares vested during 2024 | 99,883 shares; $1,150,007 value on vest | 99,883 shares vested; $1,150,007 realized value |
| 2023 Bonus Stock (issued 2024) | Vested stock as part of 2023 bonus | 6,068 shares; grant date fair value $54,248 | Issued Feb 23, 2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 144,040 Class A shares; less than 1% of outstanding |
| Shares Outstanding (for context) | 19,906,921 Class A shares at 3/21/2025 record date |
| Stock Ownership Guidelines (CEO) | 5x base salary required; no mandated time limit, but if below threshold, cannot sell >50% of after‑tax shares from awards without Compensation Committee approval (excludes certain awards) |
| Hedging/Pledging | Prohibited without prior Board consent; no consents granted to officers/directors |
| Options | No NEO stock option grants in 2024 |
| 2024 Vested Shares (supply context) | 99,883 shares vested in 2024 for Mr. Carlson |
Vesting overhang and potential selling pressure:
- Time‑based RSU tranches are scheduled on March 1 in 2026 and 2027 for portions of inducement grants (and March 1, 2026 for certain half‑tranche awards), which can create periodic liquidity events; however, the policy limiting sales for those below ownership guidelines may mitigate net selling .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | COBRA/Benefits | Equity | Total Example (Dec 31, 2024 hypothetical) |
|---|---|---|---|---|---|
| Termination Without Cause or Resignation for Good Reason (non‑CoC) | If <2 yrs: 12 months base salary; If ≥2 yrs: 18 months base salary | Pro‑rated bonus for year of termination (based on actual performance) | 12 or 18 months employer COBRA portion (matching salary‑continuation period) | Standard award terms | $1,804,302 total (Salary $825,000; Bonus $972,102; Other benefits $7,200) |
| Change in Control (no termination) | — | — | — | RSUs accelerate only if not converted to equivalent award by acquirer | Equity acceleration value estimate: $2,065,168 |
| Double‑Trigger: Involuntary Termination Without Cause or Good Reason within 2 years post‑CoC | Lump sum 2.5x (base salary + target bonus) | Included in 2.5x multiple | COBRA employer portion for 30 months | Equity per award terms; acceleration modeled | $7,755,043 total (Salary $2,062,500; Bonus $3,609,375; Equity $2,065,168; Other $18,000) |
Other terms and policies:
- Clawback: Incentive Compensation Recoupment Policy applies to Section 16 officers; recovery for three years preceding restatement for incentive comp tied to financial reporting measures .
- No excise tax gross‑ups; no single‑trigger cash CoC severance; multi‑year LTI performance; no 2024 options granted .
Board Governance and Director Service
- Director since 2023; Committee memberships: none .
- Board leadership: roles split—Mr. Carlson is CEO; David L. Liniger serves as non‑executive Chair; Roger J. Dow is Lead Independent Director; the Board retains flexibility but currently separates Chair/CEO .
- Independence: The Board identified seven independent directors; Mr. Carlson is not listed among independent directors (as a management director) .
- Committee meeting counts in 2024: Audit 7; Compensation 4; Nominating & Corporate Governance 4 .
- Director compensation: Non‑employee director cash/equity framework is disclosed separately; as an employee, Mr. Carlson does not receive additional director pay .
Performance & Track Record
| Indicator | 2024 |
|---|---|
| Revenue ($M) | 307.7 |
| Net Income ($M) | 8.1 |
| Adjusted EBITDA ($M) | 97.7 |
| Company TSR – Value of Initial Fixed $100 | $31.61 (vs. Russell 2000 at $142.93) |
Company highlights under 2024 leadership: operational efficiency focus, leadership and systems enhancements, new revenue stream initiatives (Lead Concierge, RE/MAX Media Network), and settlement of multiple industry class‑action lawsuits; management noted margin and leverage improvements despite the downturn .
Compensation Structure Analysis
- Cash vs. equity mix: CEO pay designed to be largely variable; ~84% at‑risk/performance‑based in 2024 context due to initial 2023 equity awards .
- AIP metric design: diversified set (profitability, segment revenues, leverage, customer/employee outcomes) with formal threshold/target/max and linear interpolation; 2024 overall payout at 94.3% of target .
- Shift to RSUs/PSUs: CEO’s long‑term package (inducement) consists of time‑based RSUs and stock‑price PSUs (0–200%) through 2027—aligns with shareholder value via price‑based vesting .
- Risk controls: No single‑trigger cash CoC severance, no option repricing (none granted in 2024), anti‑hedging/anti‑pledging prohibitions, clawback policy in place .
Compensation Peer Group and Consultant
- Independent consultant: Meridian Compensation Partners (independent under NYSE; no conflicts) .
- Peer group (2024): CarGurus; Cars.com; Concrete Pumping Holdings; Consumer Portfolio Services; CSG Systems International; Dine Brands; Emerald Holding; Enova International; Federal Agricultural Mortgage; LendingClub; Marcus & Millichap; Noodles; Planet Fitness; Redfin; The ONE Group Hospitality; Velocity Financial; Wingstop; Zillow Group .
- Rationale: mix of franchisors/real estate/mortgage/Colorado HQ; acknowledges larger-revenue peers to reflect the global franchisor responsibilities .
Say‑on‑Pay & Shareholder Feedback
- Annual say‑on‑pay held each year (moved from triennial in 2023); Board encourages engagement and considers results in future decisions; 2025 advisory vote proposed (no historical percentages disclosed in proxy) .
Risk Indicators & Red Flags
- Anti‑hedging/pledging policy—no consents granted (mitigates alignment risks) .
- Clawback policy in place (recoupment for restatements) .
- No option repricing or 2024 option grants .
- Administrative filing lapse: a Form 4 for Mr. Carlson (tax withholding upon RSU vest) was filed four business days late; all other required filings believed timely .
Employment & Retention Context
- Employment agreement provides severance (12 or 18 months salary + pro‑rated bonus + benefits) depending on tenure; CoC double‑trigger provides 2.5x salary+target bonus and 30 months COBRA—competitive but not excessive .
- 2023 retention agreements were provided to other NEOs in connection with CEO transition (Carlson excluded), showing proactive retention management across the team .
Investment Implications
- Alignment: Strong ownership/retention architecture—5x salary ownership guideline, restrictions on sales if below guideline, anti‑hedging/pledging, and PSU structure tied to share price through 2027—support long‑term alignment .
- Near‑term supply: Time‑based RSU tranches vest on March 1, 2026 and 2027 (and 2026 for certain half‑tranche awards), potentially creating periodic supply; company policy may temper net selling if below guidelines .
- Pay‑for‑performance: 2024 AIP paid at 94.3% of target with profitability and leverage goals met/exceeded, while revenue metrics undershot target—comp indicates balanced emphasis on margin/health vs. topline amid industry headwinds .
- CoC economics: 2.5x multiple and 30 months COBRA is meaningful but typical for CEO roles; double‑trigger requirement reduces single‑event risk; equity acceleration contingent where awards are not converted by acquirer .
- TSR backdrop: 2024 Company TSR “value of $100” at $31.61 (vs. Russell 2000 $142.93) underscores shareholder return challenges; CEO’s PSU outcomes remain highly sensitive to multi‑year stock performance through 2027, aligning incentives to recovery .
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