Form 4: RE/MAX Holdings CEO Ward M. Morrison Reports Stock Transactions

Ward M. Morrison, President and CEO of Motto Mortgage and Wemlo at RE/MAX Holdings, reports acquisition and disposal of Class A Common Stock and grants of Restricted Stock Units (RSUs).

Summary

• On March 1, 2024, Ward M. Morrison, President & CEO of Motto Mortgage and Wemlo, reported transactions involving RE/MAX Holdings, Inc. Class A Common Stock.
• Morrison was granted 63,289 performance-based restricted stock units (RSUs) under the 2023 Omnibus Incentive Plan, vesting based on performance between January 1, 2024, and December 31, 2026; the actual number of RSUs vesting can range from 0-200% of the target amount.
• He also received 42,193 time-based RSUs, vesting in three equal annual installments starting March 1, 2025.
• An additional 1,879 RSUs were granted, representing an incremental increase above the previously reported target amount from 2021 performance-based RSUs.
• 9,347 shares of Class A common stock were withheld by RE/MAX Holdings to cover tax obligations upon the settlement of RSUs on March 1, 2024.
• Following these transactions, Morrison beneficially owns 213,596 shares of Class A Common Stock, including 159,065 unvested time-based RSUs and other unvested RSUs.

Sentiment

Score: 6

Explanation: Neutral sentiment as it's a standard disclosure of stock transactions. The RSU grants are a positive sign of aligning management interests, but the tax withholding is a minor negative.

Positives

• The granting of RSUs aligns Morrison's interests with the long-term performance of RE/MAX Holdings.
• The vesting schedule of the time-based RSUs encourages continued service with the company.

Negatives

• The withholding of shares for tax obligations reduces Morrison's overall holdings.

Risks

• The actual number of performance-based RSUs that vest is contingent on the company's performance over the next few years.
• Fluctuations in the stock price could impact the value of the RSUs.

Future Outlook

The vesting of RSUs is dependent on future performance and continued employment.

Industry Context

This filing is a routine disclosure of insider transactions, common for publicly traded companies. It provides transparency into the actions of company executives regarding their holdings of company stock.

Comparison to Industry Standards

• Equity compensation is a standard practice across the real estate and broader corporate landscape.
• Companies like Realogy (RLGY) and Compass (COMP) also utilize RSUs and stock options to incentivize executives.
• The vesting schedules and performance metrics associated with these grants are typically aligned with industry norms to attract and retain talent.

Stakeholder Impact

• Shareholders may view the RSU grants as a positive incentive for management.
• Employees may see this as a standard part of executive compensation.

Key Dates