Roger J. Dow
About Roger J. Dow
Roger J. Dow (age 78) has served on the RE/MAX Holdings Board since 2013; he is Lead Independent Director and Chair of the Compensation Committee. He is former President & CEO of the U.S. Travel Association (2005–2022) and previously held senior roles at Marriott International, including Senior Vice President, Global Sales. He currently serves as Co-Founder of Future WRX Solutions, CEO of Dow International LLC, and director at Forbes Travel Guide . The Board has affirmatively determined Mr. Dow is independent under NYSE standards; he was first elected Lead Independent Director in May 2019 and re-elected in February 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Travel Association | President & CEO | 2005 – Jul 2022 | Led national industry organization; strategic planning, leadership of complex organizations |
| Marriott International | Senior Vice President, Global Sales (and various roles) | Prior to 2005 | Large-scale sales leadership; franchising exposure |
| RE/MAX Holdings/Managers | Director/Board of Managers | Since 2005 | Long-standing governance continuity |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Future WRX Solutions | Co-Founder | Current | Entrepreneurial leadership |
| Dow International LLC | CEO | Current | Strategic planning, operations |
| Forbes Travel Guide | Director | Current | External board experience |
Board Governance
- Independence and leadership: Independent director; Lead Independent Director with authority to preside over independent sessions, act as liaison with management, lead CEO evaluation (with Compensation Committee), and call meetings; re-elected Feb 2025 .
- Committee assignments (2024): Compensation Committee Chair; not a member of Audit or Nominating & Corporate Governance .
- Attendance and engagement: All directors attended 100% of Board and committee meetings in 2024; Board met 6 times; Compensation Committee met 4 times; Annual meeting attendance was 100% .
- Governance practices: Separate Chair and CEO, robust lead independent role, independent committees, anti-hedging/anti-pledging policy, clawback policy, independent compensation consultant, annual self-evaluations .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 4 |
| Audit | Not a member | 7 (committee count) |
| Nominating & Corporate Governance | Not a member | 4 (committee count) |
Fixed Compensation
| Component | Annual Amount ($) | Notes |
|---|---|---|
| Base Director Retainer (cash) | 80,000 | Non-employee directors |
| Lead Independent Director Retainer (cash) | 30,000 | Additional to base |
| Compensation Committee Chair Retainer (cash) | 15,000 | Chair fee |
| Equity Grant (RSUs) | 100,000 | RSUs vest after ~1 year |
| 2024 Actual – Fees Earned in Cash | 125,000 | Dow (base + lead independent + chair) |
| 2024 Actual – Stock Awards (grant-date fair value) | 100,003 | RSUs |
| 2024 Actual – All Other Compensation | 560 | Dividend equivalents on vested RSUs |
| 2024 Total | 225,563 | Sum of above |
Performance Compensation
- Director equity: Standard annual RSU award; as of Dec 31, 2024, Dow had 11,364 unvested RSUs scheduled to vest on May 1, 2025 .
- Compensation Committee design and metrics (committee chaired by Dow):
- Independent compensation consultant (Meridian) engaged; assessed as independent with no conflicts .
- Pay-for-performance emphasis, stock ownership guidelines, clawback policy, best-practice features (no single-trigger severance, no excise tax gross-ups; anti-hedging/pledging without Board approval) .
- 2024 short-term incentive metrics and outcomes (for NEOs overseen by the committee):
| Factor | Weight | 2024 Result (% 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% |
| Overall Performance | — | 94.3% (linear interpolation) |
- Committee duties include approving executive and director compensation, administering omnibus incentive plans, engaging consultants, and overseeing compensation risk assessment (committee determined policies do not create material adverse risk) .
Other Directorships & Interlocks
| Counterparty | Type | Status |
|---|---|---|
| Compensation Committee Interlocks | Regulatory disclosure | No interlocking relationships; none required disclosure under Item 404; committee members were independent and not employees |
Expertise & Qualifications
- Strategic planning and leadership of complex organizations; franchising experience .
- Lead independent governance skills, liaison capability, and CEO evaluation leadership .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Unvested RSUs (as of 12/31/24) |
|---|---|---|---|
| Roger J. Dow | 51,971 | Less than 1% | 11,364 (vest May 1, 2025) |
- Stock ownership guidelines: Non‑employee directors must hold at least 3x base cash retainer; guidelines restrict selling more than half of after-tax shares when below threshold; unvested time‑based RSUs count; PSUs count only after performance periods complete .
- Anti-hedging/anti-pledging: Hedging or pledging company stock prohibited without Board consent; no consents granted to any directors/officers/employees (reduces alignment risk) .
Governance Assessment
- Strengths: Independent status; Lead Independent Director role with defined authority; 100% meeting attendance in 2024; clear committee leadership; use of independent consultant; robust pay-for-performance architecture and clawback; anti-hedging/pledging .
- Alignment: Director equity (RSUs) and ownership guidelines enhance skin-in-the-game; no interlocks or related-party dependencies tied to Dow; committee oversight of compensation risk shows disciplined approach .
- Watch items: Significant reliance on equity programs company-wide (Board asked stockholders to add 2.8M shares to the 2023 Plan, ~14.1% of Class A outstanding as of the record date); while supports pay-for-performance, it raises dilution considerations for investors (committee and Board rationale provided) .
Overall, Dow’s role as Lead Independent Director and Compensation Chair, combined with documented independence, full attendance, and strong governance practices, supports investor confidence; no disclosed conflicts or interlocks related to Dow were identified in the latest proxy .