Norman K. Jenkins
About Norman K. Jenkins
Norman K. Jenkins (age 62) is an independent Class I director of RE/MAX Holdings, Inc., serving since May 2023. He is President and CEO of Capstone Development (founded 2009), with prior senior leadership roles over 16 years at Marriott International and earlier finance/operations roles at McDonald’s Corporation, bringing extensive real estate and franchising expertise and public company board experience. He currently serves on the boards of AutoNation (NYSE: AN) and Urban Edge Properties (NYSE: UE), and previously served on the boards of Duke Realty (NYSE: DRE; until its 2022 acquisition by Prologis) and New Senior Investment Group (NYSE: SNR; until its 2021 acquisition by Ventas). Jenkins is independent under NYSE standards and serves on RE/MAX’s Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capstone Development | President & CEO | 2009–present | Develops/acquires hotels, multifamily and commercial real estate; founder/operator leadership. |
| Marriott International | Various senior leadership roles | ~16 years (pre-2009) | Senior leadership across functions; deep hospitality/real estate operating experience. |
| McDonald’s Corporation | Finance and operations roles | prior to Marriott | Grounding in finance/ops at global franchisor. |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| AutoNation (NYSE: AN) | Director | Current | Large retailer; independent directorship. |
| Urban Edge Properties (NYSE: UE) | Director | Current | Retail-focused REIT; independent directorship. |
| Duke Realty (NYSE: DRE) | Director | Feb 2017–Oct 2022 | Board service ended upon acquisition by Prologis. |
| New Senior Investment Group (NYSE: SNR) | Director | Nov 2020–Sep 2021 | Board service ended upon acquisition by Ventas. |
Board Governance
- Independence: The Board determined Jenkins is independent under NYSE standards; he has no relationships that interfere with independent judgment.
- Current committee assignment: Member, Nominating & Corporate Governance Committee (2024 meetings: 4; Chair: Christine Riordan).
- 2024 committee leadership: Chair, Finance & Investment Committee (meetings: 4). The committee was wound down effective April 1, 2025; responsibilities reassigned primarily to the Audit Committee.
- Prior Compensation Committee service: Served on Compensation Committee during fiscal year 2024 (no interlocks or insider participation requiring Item 404 disclosure).
- Attendance: The Board met 6 times in 2024; all directors, including Jenkins, attended 100% of Board and applicable committee meetings.
- Annual meeting engagement: All then-current directors attended the 2024 annual meeting.
- Lead Independent Director: Board maintains a formal Lead Independent Director role (held by Roger Dow), separate Chair and CEO structure, and independent director executive sessions.
| 2024 Board/Committee Activity | Meetings | Jenkins Role |
|---|---|---|
| Board of Directors | 6 | Director; 100% attendance. |
| Audit Committee | 7 | Not a member. |
| Compensation Committee | 4 | Served during FY2024; no interlocks. |
| Nominating & Corporate Governance | 4 | Member. |
| Finance & Investment | 4 | Chair (wound down April 1, 2025). |
Fixed Compensation
- Structure (non-employee directors, 2024): Base cash retainer $80,000; equity grant RSUs $100,000 (vest ~1 year); incremental retainers: Lead Independent Director $30,000; Audit Chair $25,000/Audit Member $12,500; Compensation Chair $15,000/Comp Member $6,000; Nominating Chair $15,000/Nominating Member $6,000; Finance Chair $10,000/Finance Member $5,000.
| Element (Directors) | Annual Amount ($) |
|---|---|
| Base Retainer | 80,000 |
| Equity Grant (RSUs) | 100,000 (vest ~1 year) |
| Nominating & Corporate Governance Member | 6,000 |
| Finance & Investment Chair | 10,000 |
- Jenkins 2024 actual compensation: Fees paid in cash $94,000; stock awards (grant-date fair value) $100,003; all other compensation (dividend equivalents) $420; total $194,423.
| Jenkins – FY2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 94,000 |
| Stock Awards (RSUs, grant-date fair value) | 100,003 |
| All Other Compensation (Dividend Equivalents) | 420 |
| Total | 194,423 |
Performance Compensation
- Annual director equity grants are time-based RSUs that vest after approximately one year; no performance metrics apply to director equity awards.
| Equity Type | Grant Date | Shares/Units | Vesting Schedule | Performance Metric |
|---|---|---|---|---|
| RSUs (Director grant) | 2024 | Notional (grant-date fair value $100,003) | ~1 year vest | None (time-based) |
| Unvested RSUs at 12/31/2024 | — | 11,364 | Vest on May 1, 2025 | None (time-based) |
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Conflicts disclosed |
|---|---|---|---|
| AutoNation (AN) | Public | Director | None disclosed with RMAX. |
| Urban Edge Properties (UE) | Public REIT | Director | None disclosed with RMAX. |
| Duke Realty (DRE) | Public (acquired) | Former Director | Ended upon acquisition by Prologis (no RMAX interlock). |
| New Senior Investment Group (SNR) | Public (acquired) | Former Director | Ended upon acquisition by Ventas (no RMAX interlock). |
- Compensation Committee interlocks: None existed among Compensation Committee members in 2024, including Jenkins; none were officers/employees.
Expertise & Qualifications
- Real estate/mortgage expertise and franchising acumen; public company board experience.
- Capital structure, allocation, and financial risk oversight (Finance & Investment Committee chair responsibilities).
Equity Ownership
- Beneficial ownership: 15,421 shares of Class A common stock; less than 1% of outstanding shares.
- Unvested director RSUs at year-end: 11,364 (scheduled to vest May 1, 2025).
- Stock ownership guidelines: Non-employee directors must hold at least 3x base cash retainer; time-based unvested RSUs count toward compliance; PSUs count only as performance periods complete. No mandated time period; sale limits apply if below threshold.
- Hedging/pledging: Insider Trading Policy prohibits hedging or pledging company stock without prior Board consent; no officers or directors have been granted consent.
| Ownership & Alignment | Detail |
|---|---|
| Class A Shares Beneficially Owned | 15,421; <1% of Class A outstanding. |
| Unvested RSUs (Director grant) | 11,364; vest May 1, 2025. |
| Ownership Guidelines | 3x base cash retainer; unvested time-based RSUs count. |
| Hedging/Pledging | Prohibited absent consent; no consents granted. |
Governance Assessment
- Strengths:
- Independent status; broad real estate/franchise/operator experience and multi-board exposure; adds capital allocation and financial risk oversight as Finance & Investment Committee chair (2024).
- High engagement: 100% attendance; prior service on Compensation Committee in 2024 with no interlocks (supports governance quality).
- Alignment: Meaningful director equity via RSUs; ownership guidelines in place; anti-hedging/pledging policy; clawback policy applies to incentive compensation and equity awards broadly at the company.
- Potential watch items:
- Finance & Investment Committee wound down April 1, 2025; ensure continuity of capital structure/tax receivable oversight as duties transition to Audit Committee (board-level mitigation noted).
- Director equity is time-based, not performance-linked; alignment comes from ownership rather than explicit performance metrics (typical for directors but should be monitored amid pay-for-performance posture elsewhere).
No related-party transactions or Item 404 relationships are disclosed for Jenkins, and Compensation Committee interlocks are expressly stated as none.