Teresa S. Van De Bogart
About Teresa S. Van De Bogart
Independent Class III Director at RE/MAX Holdings since 2016; age 69. Retired Vice President—Global IT Solution Delivery at Molson Coors Beverage Company, with earlier leadership roles spanning IT, procurement, finance, and accounting. Recognized governance and cyber-risk credentials: NACD Board Leadership Fellow, NACD Directorship Certification, and CERT Certificate in Cyber-Risk Oversight (Carnegie Mellon SEI). Determined independent under NYSE standards; currently serves on RMAX Audit and Nominating & Corporate Governance Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Molson Coors Beverage Company (NYSE: TAP) | Vice President—Global IT Solution Delivery | 2012–2019 | Led large-scale global project implementations; established global PMO |
| Molson Coors (and predecessors) | IT Vice President | 2005–2012 | Enterprise IT leadership; security and risk focus |
| Molson Coors | Various leadership roles | n/d | Procurement, finance, accounting roles prior to IT VP |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunflower Bank | Director; Risk Committee Chair; Compensation Committee member | Through Feb 2025 | Chaired board risk oversight; member, compensation committee |
| Craig Hospital Foundation Board | Director | Current | Nominating & Governance Committee member |
| Mile High United Way | Board of Trustees | Current | Trustee |
| Colorado Women’s Chamber of Commerce | Board Chair (prior) | Prior service | Board leadership |
| Women’s Leadership Foundation | Board Chair (prior) | Prior service | Board leadership |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Determined independent by the Board (NYSE standards) |
| RMAX Committees | Audit (Member); Nominating & Corporate Governance (Member) |
| Committee meetings in 2024 | Audit: 7; Compensation: 4; Nominating & Corporate Governance: 4 |
| Attendance | All directors attended 100% of Board and committee meetings in 2024 |
| Annual meeting attendance | All directors attended the 2024 annual meeting; all nominees expected to attend 2025 |
| Cybersecurity oversight | Audit Committee oversees cybersecurity risk; dedicated InfoSec leadership reports to Audit |
| Board structure | Separate Chair/CEO; Lead Independent Director; committees fully independent |
- Skills fit: Van De Bogart brings substantial technology, cybersecurity, and finance/management expertise to Audit and N&G oversight .
- Audit Committee financial experts are Scherping and Raffaeli (Van De Bogart is a member but not designated “financial expert”) .
Fixed Compensation (Director)
| Component | Policy/Structure | Amount/Detail |
|---|---|---|
| Base cash retainer | Annual | $80,000 |
| Equity grant (RSUs) | Annual; vest ≈1 year | $100,000 grant value |
| Committee fees | Audit member | $12,500 |
| Committee fees | Nominating & Corporate Governance member | $6,000 |
| Lead Independent Director premium | If applicable | $30,000 (not applicable to Van De Bogart) |
2024 actuals (Van De Bogart):
- Fees paid in cash: $98,500 (base retainer + Audit member + N&G member)
- Stock awards (grant-date fair value): $100,003
- All other comp (dividend equivalents): $1,244
- Total: $199,747
As of Dec 31, 2024: 11,364 unvested RSUs scheduled to vest May 1, 2025 (applies to each then-serving non-employee director named) .
Performance Compensation
- Not applicable for directors; RMAX director compensation does not include performance-conditioned awards (annual equity grants are time-based RSUs that vest after approximately one year).
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|---|
| Sunflower Bank | Not disclosed as public | Director | Risk (Chair), Compensation (Member) | No RMAX-related interlocks disclosed |
| Craig Hospital Foundation | Non-profit | Director | Nominating & Governance | — |
| Mile High United Way | Non-profit | Trustee | — | — |
- The company disclosed no compensation committee interlocks or insider participation; no interlocking relationships existed between RMAX directors/committees and other companies’ boards/compensation committees in 2024.
Expertise & Qualifications
- Technology and Cybersecurity: Former global IT executive; CERT Certificate in Cyber-Risk Oversight; relevant to Audit cyber oversight.
- Finance/Management: Leadership roles spanning finance, accounting, procurement; risk chair experience at Sunflower Bank.
- Governance: NACD Board Leadership Fellow; NACD Directorship Certification.
Equity Ownership
| Item | Detail |
|---|---|
| Class A shares beneficially owned | 33,887 (<1%) |
| Unvested RSUs at 12/31/2024 | 11,364 (vest on May 1, 2025) |
| Ownership guidelines | Non-employee directors: 3x base cash retainer (sales restrictions if below threshold; unvested time-based RSUs count; PSUs count only after performance periods complete) |
| Hedging/pledging | Prohibited without prior Board approval; no consents granted to any officers/employees/directors in 2024 |
Governance Assessment
-
Strengths
- Independent director with deep IT and cybersecurity expertise aligned to Audit Committee’s cybersecurity oversight mandate; formal CERT credential and NACD certifications enhance board risk oversight capability.
- Strong engagement: 100% attendance across Board/committees in 2024; serves on two key committees (Audit; Nominating & Corporate Governance).
- Clear alignment mechanisms: mix of cash retainer and equity; anti-hedging/anti-pledging policy; director stock ownership guideline at 3x base retainer.
-
Potential Risks/Red Flags
- No director-specific conflicts or related-party transactions disclosed for Van De Bogart.
- Structural consideration: RIHI (Liniger-controlled) holds ~40% combined voting power via Class B; while Teresa is independent, ownership concentration can influence governance dynamics.
- Not designated an “audit committee financial expert” (committee has two designated experts—Scherping and Raffaeli).
-
Compensation signals
- Director pay appears standard and formulaic (base retainer + committee fees + annual time-based RSUs). 2024 mix roughly half cash/half equity by value; no performance-conditioned components for directors.
-
Engagement and oversight process
- Board committees fully independent; annual self-evaluations; ongoing director education; independent Lead Director structure; independent oversight of related party transactions by Audit.
All citations: RMAX 2025 DEF 14A Proxy Statement as referenced above.