Anywhere Real Estate — Realogy Holdings — Shareholder Meeting (April 2018)
15 slides from Anywhere Real Estate's shareholder meeting presentation, Apr 24, 2018
Slide 1: Realogy Holdings Corp.
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Slide 2: We Request Your Support at Our 2018 Annual Meeting on May 2, 2018
WE REQUEST YOUR SUPPORT AT OUR 2018 ANNUAL MEETING ON MAY 2, 2018 We ask for your suppae at our 2018 Annual Meeting on the following management proposals: 1. FOR the election of each of the nominees to the Board of Directors FOR the advisory approval of 2017 named executive officer compensation EOR
Slide 3: CEO Succession Completed in 2017 & 2018 Transformation of Executive Team
CEO SUCCESSION COMPLETED IN 2017 & 2018 TRANSFORMATION OF EXECUTIVE TEAM = Our Board successfully executed our CEO transition at year-end 2017 - the cornerstone to a leadership succession plan that our Board began developing in 2016 * Ryan Schneider became Realogy’s new CEO and President on 12.31.17
Slide 4: Company Response to Proxy Advisory Firm Reports on Proposal 2
PROXY ADVISORY FIRM REPORTS ON PROPOSAL 2 posal 2: Advisory Approval of 2017 Named Exec COMPANY RESPONSE TO @ Officer (NEO) Compensa' Proxy Advisory Firm Position Company Response Glass Lewis*: Recommend that + Former CEO target direct compensation essentially flat since 2015 shareholders vote “FOR”
Slide 5: Company Response to Proxy Advisory Firm Reports on Proposal 4
COMPANY RESPONSE TO PROXY ADVISORY FIRM REPORTS ON PROPOSAL 4 Proposal 4: Approval of the Realogy Holdings Corp. 2018 Long-Term Incentive Plan Proxy Advisory Firm Position Company Response Glass Lewis": Recommend t + Equity compensation program dilution & burn rate are in line shareholders vote “FOR
Slide 6: Realizable Compensation Aligns with Performance
REALIZABLE COMPENSATION ALIGNS WITH PERFORMANCE Reflecting our focus on pay-for-performance and the alignment of compensation with stockholder interests, realizable compensation values are significantly below target direct compensation tion 201 1p z é 12/31/17 (2) 2016 target direct compensation is
Slide 7: Market-Based Compensation for New CEO
MARKET-BASED COMPENSATION FOR NEW CEO = Competitive process followed to recruit “best-in-class” talent = Recruitment from outside the traditional real estate industry » Mr. Schneider comes from the Financial Services industry » Nearly 15 years of senior leadership experience at Capital One Financial
Slide 8: Realogy Is Committed to Following Best Compensation Practices
REALOGY IS COMMITTED TO FOLLOWING BEST COMPENSATION PRACTICES Fully i Compensation Comm Independent Compensation Committee Consultant Pay-for-Performance focus + Relative Total Stockholder Return (RTSR) ~ tracks emeknolser returns relative to XHB in » Cumulative Free Cash Flow - drives capital alloc
Slide 9: Best Compensation Practices Included in 2018 Plan
BEST COMPENSATION PRACTICES INCLUDED IN 2018 PLAN Seeking 6.0 million new shares under the new 2018 Long-Term Incentive Plan, which has been designed to promote best compensation practices, including: « No single trigger acceleration upon change-in-control (if awards assumed by acquiror) in 2018 Pla
Slide 10: New Shares Expected to Be Sufficient to Provide Awards Through the Next 24 Months
NEW SHARES ARE EXPECTED TO BE SUFFICIENT TO PROVIDE AWARDS THROUGH THE NEXT 24 MONTHS Our Board has determined that the remaining share: reserved under our 2012 Plan are not sufficient for our short-term equity award needs = Only 219,148 shares remained under the 2012 Plan at 3.1.18 Request for 24 m
Slide 11: We Are Committed to the Responsible Use of Equity
WE ARE COMMITTED TO THE RESPONSIBLE USE OF EQUITY = Total dilution from our equity program is currently below the 25* percentile of our pi group (6.97%) and, if the new shares are approved, would remain below the 75t* percentiis (14. ti Yo)* + At March 1, 2018, our basic diluted overhang was 6.80% a
Slide 12: Appendix
Slide 13: Percentage of Shares Granted to NEOs
PERCENTAGE OF SHARES GRANTED TO NEOS SLIDE 10 Under equity compensation program": ** 2,636,477 To Richard A. Smith (Former CEO through 12.31.17)"* 349,607 To Ryan Schneider (New CEO as of 12.31.17; President & COO on 10.23.17) 337,699 To Anthony Hull (CFO) 117,117 To Donald Casey (President & CEO of
Slide 14: Dilution Calculation
DILUTION CALCULATION SLIDE 11 Dilution calculation as of March 1, 2018 A. Shares of Realogy common stock outstanding on 3.6.2018 record date for Annual Meeting 130,806,316 p, Number of securities to be issued upon exercise or vesting of outstanding options, warrants and Bae under equity compensation
Slide 15: Peer Group Data
PEER GROUP DATA SLIDE 11 3-Year Average Burn Rate Dilution comet [Unadjusted | (Basi) Arthur J. Gallagher & Co. 1.5% 2.2% 15.86% Avis ane Sri, Inc. 1.2% 2.4% 7.70% CBRE 0.9% 2.2% 3.92% First ca ran Corporation 0.8% 2.5% 4.22% Fortune Brands Home & Security, Inc. 0.8% 1.5% 6.76% Hertz Global Holdings