Susie Winders
Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary at RE/MAX Holdings
Executive
About Susie Winders
Susie L. Winders, age 54, serves as Executive Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary at RE/MAX Holdings (promoted to EVP in February 2024; previously SVP from March 2023 and VP from July 2022; joined RE/MAX in 2009 as Senior Litigation Counsel) . Company performance context for 2024: revenue $307.7M, adjusted EBITDA $97.7M, and net income $8.1M, with margin and leverage ratio improvement despite industry downturn ; the Pay vs Performance table shows value of a $100 investment in RMAX at $31.61 for 2024 vs $142.93 for the Russell 2000 peer group, underscoring TSR underperformance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RE/MAX Holdings | Senior Litigation Counsel | 2009–2022 | Led litigation within legal function |
| RE/MAX Holdings | Vice President, General Counsel, Chief Compliance Officer, Secretary | Jul 2022–Mar 2023 | Elevated to lead legal/compliance and secretary function |
| RE/MAX Holdings | Senior Vice President, General Counsel, Chief Compliance Officer, Secretary | Mar 2023–Feb 2024 | Expanded remit across legal/compliance |
| RE/MAX Holdings | Executive Vice President, General Counsel, Chief Compliance Officer, Secretary | Feb 2024–present | Executive leadership of legal/compliance and corporate secretary |
External Roles
No external public-company board service or outside directorships disclosed for Ms. Winders in the executive officer biographies section of the 2025 proxy .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | — | — | $300,000 as of 1/1/24; increased to $325,000 on 2/22/24 |
| Target Bonus (% of base) | — | — | 50% of base salary (post–Feb 22, 2024) |
| Target Bonus ($) | — | — | $162,500 |
| Actual Bonus Paid ($) | — | — | $153,180; paid 50% cash / 50% fully vested stock |
| Retention Bonus ($) | — | — | $300,000 (paid under Nov 2023 Retention Agreement) |
| 401(k) Match and Other ($) | — | — | $27,897 total other comp incl. $15,250 401(k) match and dividend equivalents |
Multi-year compensation (as reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | — | — | $321,410 |
| Bonus ($) | — | — | $300,000 (retention) |
| Stock Awards ($) | — | — | $603,602 |
| Non-Equity Incentive Plan ($) | — | — | $153,180 |
| All Other Compensation ($) | — | — | $27,897 |
| Total ($) | — | — | $1,406,089 |
Performance Compensation
Short-term annual incentive (STIP) structure and 2024 outcomes:
| Metric | Weight | Target Definition | 2024 Actual (% of target) | Payout Effect | Payout Form |
|---|---|---|---|---|---|
| Adjusted EBITDA | 30% | 100% payout at target; threshold=50%, max=200% | 107% | Above target for this component | 50% cash / 50% fully vested stock |
| Real Estate Segment Revenue | 30% | 100% payout at target | 82% | Below target | |
| Mortgage Segment Revenue | 20% | 100% payout at target | 70% | Below target | |
| Total Leverage Ratio | 10% | 100% payout at target | 100% | At target | |
| Establish Customer Feedback System | 5% | 100% payout at target | 100% | At target | |
| Employee Satisfaction Score | 5% | 100% payout at target | 175% | Above target | |
| Overall STIP Result | — | — | 94.3% of target | Linear interpolation |
Bonus Adjusted EBITDA calibration (Company-level measure used in STIP):
| Threshold ($mm) | Target ($mm) | Maximum ($mm) | Actual ($mm) |
|---|---|---|---|
| $91.3 | $96.1 | $105.7 | $103.3 |
Long-term incentives (2024 grants and vesting):
- RSU mix: For Ms. Winders, 50% performance-based PSUs and 50% time-based RSUs; time-based RSUs vest in three equal annual installments (March 1, 2025/2026/2027) .
- PSUs metric: Revenue with three one-year performance periods; no units vest until full three-year period completes (2024–2026 cycle), with threshold/target/max levels set annually .
PSU revenue performance outcomes (completed years):
| Year | Threshold ($mm) | Target ($mm) | Maximum ($mm) | Actual ($mm) | 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% |
Equity Ownership & Alignment
Outstanding equity awards (as of 12/31/2024; market value assumes $10.67/share):
| Grant Date | Type | Unvested Units (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 3/1/2024 | Time-based RSUs | 34,850 | $371,850 | 1/3 on 3/1/2025, 3/1/2026, 3/1/2027 |
| 3/1/2024 | PSUs (target) | 34,850 | $371,850 | Revenue-based over 2024–2026; cliff after 3 years |
| 3/1/2023 | Time-based RSUs | 6,761 | $72,140 | 1/2 on 3/1/2025; 1/2 on 3/1/2026 |
| 3/1/2023 | PSUs (target) | 10,141 | $108,204 | Revenue-based over 2023–2025 |
| 3/1/2022 | Time-based RSUs | 949 | $10,126 | Vested 3/1/2025 |
| 3/1/2022 | PSUs (target) | 2,848 | $30,388 | Revenue-based over 2022–2024 |
| 9/7/2022 | Time-based RSUs | 132 | $1,408 | Vested 3/1/2025 |
| 9/7/2022 | PSUs (target) | 397 | $4,236 | As per PSU cycle |
Vested in 2024:
| Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|
| 13,997 | $123,051 |
Alignment policies:
- Stock ownership guideline for executive officers: 2x base salary; no mandated time period, but sale restrictions below threshold apply .
- Anti-hedging/anti-pledging: Hedging and pledging of Company stock prohibited without Board approval; no consents granted to officers/employees/directors .
- Clawback: Three-year recoupment for incentive comp upon restatement; covers cash and stock tied to financial measures .
Employment Terms
- Severance & Retirement Plan: Involuntary termination without cause entitles one year’s salary, pro-rated bonus, benefits continuation, outplacement for eligible NEOs (other than CEO and Ms. Smith who have separate agreements); retirement benefits include pro-rated bonus, full vesting of time-based RSUs, and continued PSU vesting if retirement-eligible and with required notice .
- Change-in-Control Plan: For NEOs, lump sum 2.0x base salary + target annual incentive, pro-rated current-year bonus, 24 months benefits and outplacement upon involuntary termination without cause or resignation for good reason within 2 years post–change in control (double trigger) .
- Equity treatment at change in control: If awards are assumed/substituted, performance conditions deemed met at target and remaining vesting continues based on service; if terminated without cause within 24 months post–change-in-control, unvested awards become fully vested; if awards are not converted to equivalent awards, vesting accelerates .
- Non-solicit and release: Severance/change-in-control benefits conditioned on signing release with non-solicit and non-disparagement provisions .
- Deferred Compensation Plan: No NEO deferrals for 2024; plan terminated in Dec 2024, distributions anticipated Jan 2026 for prior elections .
Termination economics (hypothetical as of 12/31/2024):
| Scenario | Salary ($) | Bonus ($) | Retention ($) | Equity ($) | Other Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination Without Cause (outside CIC period) | 325,000 | 153,180 | — | — | 14,700 | 492,880 |
| Voluntary Resignation with Good Reason (outside CIC period) | — | — | — | — | — | — |
| Following Change in Control (double trigger) | 650,000 | 487,500 | — | 929,438 | 21,900 | 2,088,838 |
| Death or Disability | — | — | — | 645,488 | — | 645,488 |
| Retirement (if eligible; not disclosed for Ms. Winders) | — | — | — | — | — | — |
Compensation Structure Notes
- Pay mix: Majority at-risk for NEOs; Ms. Winders had 50/50 PSUs/RSUs in 2024 LTI versus 60/40 mix for other NEOs, increasing equity exposure to performance outcomes .
- No stock options were granted to NEOs in 2024, reducing leverage/overhang risk .
- Equity grant timing: Annual grants generally on March 1 after year-end results; share counts determined by prior-day closing price; occasional off-cycle grants for promotions/retention .
Risk Indicators & Red Flags
- Anti-hedging/pledging and clawback policies mitigate alignment risks; no hedging/pledging consents granted .
- Equity pool increase proposal (2025 proxy) seeks +2.8M shares (≈14.1% of Class A) due to depleted reserve, potentially indicating continued equity-heavy compensation and future dilution risk; estimated to fund ≈ one year of grants at current prices .
- Company settled multiple industry class-action lawsuits in 2024, indicating legal complexity in sector (context for GC role) .
- Pay vs Performance shows TSR underperformance vs Russell 2000, while adjusted EBITDA remained relatively stable (2023: $96.3M; 2024: $97.7M), suggesting compensation metrics balance internal performance with market realities .
Investment Implications
- Compensation alignment: Ms. Winders’ incentives are tied to Company-level metrics—Adjusted EBITDA and segment revenues for STIP, and revenue for PSUs—creating direct linkage to operational execution; 2024 STIP paid at 94.3% as segment revenues lagged, demonstrating downside sensitivity .
- Vesting and potential selling pressure: Time-based RSUs vest each March 1 (2025–2027), and PSUs cliff-vest after the 2024–2026 cycle; monitor Form 4 activity around March vest dates given anti-hedging/pledging restrictions but potential liquidity events from vesting .
- Change-in-control economics: Double-trigger benefits and accelerated equity vesting if not assumed create retention protection but also meaningful cash and equity payouts (~$2.09M under CIC scenario), relevant for M&A risk assessment and governance scrutiny .
- Governance controls: Strong clawback, ownership guidelines, and prohibitions on pledging/hedging support “skin-in-the-game” and reduce misalignment risk .
- Macro vs comp targets: With TSR underperformance and revenue pressures, using revenue-based PSUs may be challenging in a weak housing cycle; equity pool expansion signals reliance on equity to retain talent—dilution risk weighed against retention value .
Net takeaway: For investors tracking governance and incentive alignment, Ms. Winders’ package is predominantly performance- and service-linked, with clear vesting schedules and robust compliance controls; watch revenue trajectory vs PSU targets, March vesting calendars for supply dynamics, and potential CIC scenarios given defined payouts and equity acceleration .