Karri Callahan
About Karri Callahan
Karri R. Callahan is Chief Financial Officer of RE/MAX Holdings, a role she has held since March 2016 after serving as Co-CFO, Acting CFO, Acting Chief Accounting Officer, VP Corporate Controller, and Senior Manager of SEC Reporting; prior to joining RE/MAX in April 2013, she worked at Ernst & Young LLP . She is 47 years old . Company performance context during 2022–2024: Revenue was $353.4M (2022), $325.7M (2023), and $307.7M (2024), while Adjusted EBITDA was $121.6M (2022), $96.3M (2023), and $97.7M (2024) . Pay-versus-performance disclosure shows the value of a $100 investment in RMAX declined to $31.61 by year-end 2024 versus $142.93 for the Russell 2000, highlighting weaker TSR over this period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RE/MAX Holdings | Chief Financial Officer | Mar 2016–present | Principal finance leader; oversees corporate finance and reporting |
| RE/MAX Holdings | Co-Chief Financial Officer | Jan 2016–Mar 2016 | Transition leadership to CFO |
| RE/MAX Holdings | Acting Chief Financial Officer | Dec 2014–Jan 2015 | Interim CFO responsibilities |
| RE/MAX Holdings | Acting Chief Accounting Officer | Nov 2014–Jan 2015 | Interim chief accounting oversight |
| RE/MAX Holdings | VP, Corporate Controller | Jun 2014–(subsequent promotions) | Controller leadership following promotion |
| RE/MAX Holdings | Senior Manager, SEC Reporting | Apr 2013–Jun 2014 | Built and led SEC reporting function |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP | Public accounting | Not disclosed | Big Four foundation in audit/technical accounting |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $396,229 | $462,246 | $475,000 |
| Target Bonus % of Base | — | — | 70% |
Performance Compensation
- Short-term annual incentive structure and results (2024)
| Factor | Weight | 2024 Results (% of Target) |
|---|---|---|
| Adjusted EBITDA | 30% | 107% |
| Real Estate Segment Revenue | 30% | 82% |
| Mortgage Segment Revenue | 20% | 70% |
| Total Leverage Ratio Goal | 10% | 100% |
| Establish Customer Feedback System | 5% | 100% |
| Employee Satisfaction Score | 5% | 175% |
| Metric | Target Bonus (% of Salary) | Target ($) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 Annual Incentive | 70% | $332,500 | $313,429 |
Payout math: aggregate performance equaled 94.3% of target for NEOs; annual incentive was paid half in cash and half in fully vested Class A shares .
- Long-term incentive program (2022–2024 PSU revenue goals)
| Year | Threshold ($M) (50% Payout) | Target ($M) (100% Payout) | Maximum ($M) (200% Payout) | Actual ($M) | Payout % |
|---|---|---|---|---|---|
| 2022 | 337.4 | 351.5 | 379.6 | 347.8 | 87% |
| 2023 | 313.7 | 330.2 | 363.2 | 325.7 | 86% |
| 2024 | 298.9 | 314.7 | 346.1 | 308.8 | 81% |
- 2024 equity grant detail (Karri R. Callahan)
| Award Type | Grant Date | Units | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| PSU (target) | Mar 1, 2024 | 69,853 | 3-year, revenue-based; vests after full cycle | Included in $1,008,215 stock awards total |
| RSU (time-based) | Mar 1, 2024 | 46,569 | 1/3 on Mar 1, 2025; 1/3 on Mar 1, 2026; 1/3 on Mar 1, 2027 | $403,288 |
| Vested stock (2023 bonus in stock) | Feb 23, 2024 | 14,266 | Fully vested upon grant | $127,538 |
Mix: 60% performance-based PSUs, 40% time-based RSUs for NEOs in 2024 (Callahan follows standard mix) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Class A shares) | 123,134 shares; <1% of Class A outstanding |
| Outstanding RSUs (time-based) | 3,585 (3/1/2022), 13,701 (5/24/2023), 46,569 (3/1/2024); MV $38,252, $146,190, $496,891 respectively at $10.67 close 12/31/2024 |
| Outstanding PSUs (unearned) | 16,133 (3/1/2022), 30,828 (5/24/2023), 69,853 (3/1/2024); payout value $172,139, $328,935, $745,332 at $10.67 (assumes target) |
| Options | No outstanding stock options for NEOs in 2024 |
| 2024 vesting realized | 45,693 shares; $399,696 value on vesting in 2024 |
| Stock ownership guidelines | 2x base salary for executive officers; time-based RSUs count; unvested PSUs count only after performance periods complete; no mandated time to reach threshold |
| Hedging/pledging | Anti-hedging and anti-pledging policy prohibits hedging/pledging or derivatives without Board consent; no officer/director consents granted |
Employment Terms
- Agreements: RE/MAX generally does not enter employment agreements with NEOs other than the CEO; Ms. Callahan has no individual employment agreement .
- Severance Plan (outside CIC): For NEOs (other than CEO), benefits include one year’s salary, outplacement, continued health benefits, and a pro-rated bonus upon involuntary termination without cause; equity acceleration rules apply if awards are not converted at CIC .
- Change-in-Control Plan: For NEOs (other than CEO), lump-sum cash equal to 2.0x base salary + target annual incentive, pro-rated target bonus for year of termination, 24 months of continued benefits, and outplacement assistance (double-trigger) .
- Retention Agreement (Callahan): $712,500 cash retention award; required to remain through Feb 28, 2025; paid shortly after that date .
- Hypothetical termination values (12/31/2024):
| Scenario | Salary ($) | Bonus ($) | Retention Bonus ($) | Equity ($) | Other Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Without Cause | 475,000 | 313,429 | 712,500 | — | 14,700 | 1,515,629 |
| With Good Reason | — | — | 712,500 | — | — | 712,500 |
| Termination Following CIC | 950,000 | 997,500 | 712,500 | 1,817,955 | 21,900 | 4,499,855 |
| Death/Disability | — | — | — | 1,211,430 | — | 1,211,430 |
Equity acceleration is generally double-trigger at CIC (accelerate if awards not converted or upon qualifying termination), consistent with shareholder-friendly design; no excise tax gross-ups .
Company Performance Context (for pay-for-performance alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($ thousands) | 353,386 | 325,671 | 307,685 |
| Adjusted EBITDA ($ thousands) | 121,632 | 96,288 | 97,700 |
| Value of $100 Investment (Company TSR vs Russell 2000) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| RMAX | 97.26 | 83.76 | 53.19 | 39.49 | 31.61 |
| Russell 2000 | 119.96 | 137.74 | 109.59 | 128.14 | 142.93 |
Compensation Structure Notes and Governance
- Pay mix for NEOs emphasizes at-risk compensation; majority of LTI awards have performance-based vesting and multi-year performance periods .
- Compensation consultant: Meridian Compensation Partners (independent) advises the Compensation Committee; peer group used for benchmarking (see below) .
- Clawback: Amended and restated Incentive Compensation Recoupment Policy (2023) enables recapture of incentive comp upon restatement, covering cash and stock tied to financial reporting metrics .
- Best practices: No single-trigger CIC for cash/equity, no excise tax gross-ups, anti-hedging/anti-pledging policy, ownership guidelines, compensation risk assessment conducted annually .
Compensation Peer Group (2024)
CarGurus; Cars.com; Concrete Pumping Holdings; Consumer Portfolio Services; CSG Systems International; Dine Brands Global; Emerald Holding; Enova International; Federal Agricultural Mortgage; LendingClub; Marcus & Millichap; Noodles & Company; Planet Fitness; Redfin; The ONE Group Hospitality; Velocity Financial; Wingstop; Zillow Group .
Investment Implications
- Alignment: Significant unvested PSUs/RSUs and stock ownership guidelines (2x salary) support pay-for-performance and retention; anti-hedging/pledging policy reduces alignment risks .
- Near-term selling pressure: 2024 vesting of 45,693 shares ($399,696) and scheduled RSU tranches on March 1, 2026 and 2027 could create periodic supply, subject to trading windows and policies .
- Incentive levers: STIP weighted to Adjusted EBITDA and leverage (where 2024 exceeded target) but below-target segment revenues muted payouts; PSUs tied to revenue have paid below target in recent years amid industry headwinds .
- Change-in-control economics: Double-trigger CIC plan with 2.0x salary+target bonus for non-CEO NEOs and equity acceleration if not converted balances retention with shareholder protections (no gross-ups/single-trigger) .
- Performance risk: Company TSR materially underperformed Russell 2000 across 2020–2024, and revenue declined across 2022–2024; maintaining EBITDA resilience is positive but sustained top-line growth is key to PSU outcomes and long-term value creation .