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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant   ☒                              Filed by a Party other than the Registrant   ◻

Check the appropriate box:

RE/MAX HOLDINGS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

RE/MAX Holdings, Inc.

5075 S. Syracuse St.

Denver, CO 80237

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 5, 201622,  2019

March 24, 2016April 11,  2019

Dear Stockholder,

We cordially invite you to attend our 20162019 Annual Meeting of Stockholders, to be held on Thursday,Wednesday, May 5, 201622,  2019, at 3:00 p.m.pm (Mountain Time) at. This year’s meeting will be a completely virtual meeting, conducted via live webcast. You will be able to attend the Denver Marriott Tech Center, located at 4900 S. Syracuse St., Denver, Colorado 80237.meeting online and vote your shares by visiting www.virtualshareholdermeeting.com/RMAX2019. 

We are holding the meetingmeeting:

1.    to elect three directors to our Board of Directors and

2.    to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the following purposes, whichfiscal year ending December 31, 2019. 

The above actions are described in more detail in this proxy statement. We may also transact any other business as may properly come before the proxy statement:

Annual Meeting or before any adjournment or postponement thereof. Only stockholders of record as of the close of business on March 7, 201622,  2019, will be entitled to attend or vote at the annual meeting.Annual Meeting.

We will take advantage of the rules of the Securities and Exchange Commission that allow us to furnish our proxy materials over the internet. As a result, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders, rather than a full paper set of the proxy materials. The Notice of Internet Availability of Proxy Materialswhich contains instructions on how to access our proxy materials on the internet, as well as instructions on how stockholders may obtain a paper copy of our proxy materials. This process substantially reduces the costs associated with printing and distributing proxy materials. To make it easy to vote, internet and telephone voting are available. The instructions for voting are on the Notice of Internet Availability of Proxy Materials or, if you received a paper copy of the proxy materials, on the proxy card.

If you hold your shares through a bank, broker or other holder of record, such as a bank or broker, please follow the voting instruction you received from the holder of record.them.

Your vote is important. We encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend the meeting.

Please feel free to contact our investor relations department at (303) 224-5458 or investorrelations@remax.com if you have any questions about voting or attending the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING TO BE HELD ON MAY 5, 2016:22,  2019: The Company’s Proxy Statement and Annual

Report on Form 10-K for the fiscal year ended December 31, 20152018 are also available

at http://materials.proxyvote.com/75524W.75524W.

TABLE OF CONTENCONTENTSTS

RE/MAX HOLDINGS, INC.

PROXY STATEMENT

20162019 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 5, 201622,  2019

GENERAL ININFORMATIONFORMATION

RE/MAX Holdings, Inc. (“RE/MAX Holdings”) is making this proxy statement available to its stockholders on or about March 24, 2016April 11,  2019, in connection with the solicitation of proxies by the Board of Directors for the RE/MAX Holdings 20162019 Annual Meeting of Stockholders (the “Annual Meeting”), which. The Annual Meeting will be held on Thursday,Wednesday, May 5, 201622,  2019, at 3:00 p.m.pm (Mountain Time) at the Denver Marriott Tech Center, located at 4900 S. Syracuse St., Denver, Colorado 80237.as a virtual meeting, which you may join by visiting www.virtualshareholdermeeting.com/RMAX2019.  As a stockholder of RE/MAX Holdings, you are invited to attend the Annual Meeting and are entitled and encouraged to vote on the proposals described in this proxy statement. Further information about the meeting and how to attend is below.

RE/MAX Holdings is a holding company. Its only business is to act as the sole manager of RMCO, LLC, a Delaware limited liability company (“RMCO”). RE/MAX Holdings was formed in June 2013 and completed an initial public offering of its Class A common stock onin October 7, 2013 (the “IPO”). RMCO has three primary operating subsidiaries: RE/MAX, LLC, a franchisor of real estate brokerage services; Motto Franchising, LLC, a franchisor of mortgage brokerage services; and Booj, LLC, a technology developer for the real estate industry (“booj”). The company also has subsidiary marketing funds that collect funds from franchisees and are contractually obligated to spend such funds for marketing and technology purposes. Our Class A common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “RMAX.”

In this proxy statement, “we,” “our,” “us” and the “Company” refer collectively to RE/MAX Holdings, RMCO, and RMCO’s subsidiaries.

Below are answers to common questions stockholders may have about the Annual Meeting.

What are the Proxy Materials?

The “Proxy Materials” are this proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2015 (the “Annual Report”).2018. If you request printed versions of the Proxy Materials, you will also receive a proxy card.

Why did I receive a one-page notice instead of a full set of Proxy Materials?

Under rules adopted by the Securities and Exchange Commission (the “SEC”), weWe are furnishing Proxy Materials to many of our stockholders on the internet, rather than mailing printed copies. If you received a one-page notice by mail, you will not receive a printed copy of the Proxy Materials unless you request one. Instead, the notice will instructinstructs you how to access and review the Proxy Materials on the internet. If you would like a printed copy of the Proxy Materials, please follow the instructions on the notice.

What items are scheduled to be voted on at the Annual Meeting?

There are threetwo proposals to be voted on at the Annual Meeting:

We may also transact any other business as may properly come before the Annual Meeting or before any adjournment or postponement thereof.

How do I attend the Annual Meeting?

This year’s meeting is completely virtual. You may participate in the meeting by vising the following website: www.virtualshareholdermeeting.com/RMAX2019.

In order to attend, you will need to enter the control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. You will be able to vote your shares electronically during the Annual Meeting. Even if you plan to attend, we encourage you to vote by proxy in advance of the Annual Meeting in case you are unable to attend.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote:

FOR each of the nominees to the Board of Directors (Proposal 1); and  

FOR the ratification of the appointment of KPMG as our independent registered public accounting firm (Proposal 2); and. 

AGAINST the stockholder proposal.

How do stockholders of recordI  vote?

There are four ways for stockholders to vote:

Via the internet. You may vote via the internet by visiting http://www.proxyvote.com and entering the unique control number for your shares located on the Notice of Internet Availability of Proxy Materials.

By telephone. You may vote by phone by calling (800) 690-6903. You will need the control number from your Notice of Internet Availability of Proxy Materials.

By mail. If you requested that Proxy Materials be mailed to you and you are a stockholder of record, to vote:

Upon written or oral request, the Company will promptly deliver a separate copy of the Proxy Materials or the Notice of Internet Availability of Proxy Materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy, of the Proxy Materials,

PROPOSAL 1: ELECTION OF DIRECTORS

At the Annual Meeting, stockholders will vote to elect the four nominees named in this Proxy Statement as Class III directors. Each of the Class III directors elected at the Annual Meeting will hold office until the 2019 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated David Liniger, Richard Covey, Daniel Predovich, and Teresa Van De Bogart to serve as Class III directors for terms expiring at the 2019 Annual Meeting of Stockholders. Daryl Jesperson currently serves as a Class III director but this will be his final term on the Board, with his service ending at the Annual Meeting. The Board thanks Mr. Jesperson for his many contributions to RE/MAX over the past 40 years.

The persons named as proxies will vote to elect Messrs. Liniger, Covey, and Predovich and Ms. Van De Bogart unless a stockholder indicates that his or her shares should be withheld with respect to one or more of such nominees.

In the event that any nominee for Class III director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current Board of Directors to fill the vacancy. We do not expect that any of the nominees will be unavailable or will decline to serve.

RECOMMENDATION OF THE BOARD: The Board of Directors recommends that you vote FOR each of the nominees for the Board of Directors in this Proposal 1.

Directors Whose Terms Will Expire in 20172020 (Class I Directors):

Roger J. Dow was appointed to the Board of Directors of RE/MAX Holdings in July 2013 and has served as a member of the Company’s Board of Directors or Board of Managers since 2005. Since January 1, 2005, he has been the President and Chief Executive Officer of the U.S. Travel Association. He previously served in various roles at Marriott International, including as Senior Vice President, Global Sales. He is currently a director of Forbes Travel Guide. Mr. Dow was selected to our Board of Directors because of his particular knowledge of and experience in strategic planning and leadership of complex organizations.

Ronald E. Harrison was appointed to the Board of Directors of RE/MAX Holdings in July 2013 and has served on the Company’s Board of Directors or Board of Managers since 2005. Since 2004, Mr. Harrison has been Chief Executive Officer and Managing Director of Harrison & Associates LLC. Prior to that, he served in various roles over his 40 years with PepsiCo, Inc., including as Senior Vice President, External Relations, and Special Assistant to the Chairman until April 2004. Mr. Harrison is currently the Chair Emeritus of the Diversity Institute of the International Franchise Association’s Education Foundation. He served as the International Franchise Association’s Chairman in 1999. He was selected to our Board of Directors because of his vast experience in leadership roles of complex organizations and knowledge in strategic planning.

Joseph A. DeSplinter

Directors Whose Terms Will Expire in 20182021 (Class II Directors):

Kathleen J. Cunningham was appointed to the Board of Directors of RE/MAX Holdings in July 2013

Stockholder Engagement

We value the opportunity to engage with our stockholders and gain insight into their perspectives on our business strategy, governance, and compensation practices. Executives and management from the RE/MAX investor relations team meet regularly with stockholders on a variety of topics. This past fall, a cross-functional group inclusive of our finance, legal, and investor relations teams initiated an expanded investor outreach to gather feedback on key strategic initiatives, our recent leadership transition, the sunset of our dual-class structure, and our executive compensation practices in addition to topics of interest to our stockholders. We reached out to stockholders representing more than 35% of Class A shares outstanding and engaged with stockholders representing over 18% of Class A shares outstanding. Feedback received during these conversations was communicated to and discussed by the full Board of Directors because of her particular knowledge of and experience in finance, capital structure,will help to inform our ongoing decision-making on our governance, compensation, and board governance practices of other major organizations.practices.

Gail A. Liniger is our Vice Chair and Co-Founder. Further information about Mrs. Liniger can be found above under “—Executive Officers.”

Christine M. Riordan was appointed to the BoardSunset of Directors of RE/MAX Holdings in January 2015. Ms. Riordan has served as President of Adelphi University since July 2015. Prior to that, she served as Executive Advisor, Provost, and Professor of Management at the University of Kentucky from July 2013 to July 2015. From 2008 to June 2013 she served as the Dean and Professor of Management at the Daniels College of Business at the University of Denver. She has been a member of the board of directors of Beyond Blue Corporation since 2013. She was selected to our Board of Directors due to her expertise in leadership development, team performance, and diversity management, and her broad business experience.

Controlled Company StatuStatus s

RIHI, Inc. (“RIHI”) controls a majorityapproximately 41% of the voting power of our outstanding common stock. Asstock through its ownership of all of our outstanding Class B Common Stock. Pursuant to a result,provision in our Certificate of Incorporation adopted at the time of our IPO, the two-for-one vote that RIHI was previously entitled to expired on October 7, 2018. Therefore, RIHI no longer controls a  

majority of the voting power of our common stock and we are no longer a “controlled company”controlled company under the corporate governance standards of the NYSE. As a controlled company, exemptions from the NYSE standards mean that we are not required to comply with certain corporate governance requirements, including the requirements that:

These exemptions do not modify the independence requirements for our Audit Committee and we comply with the applicable requirements of the Sarbanes-Oxley Act and rules with respect to our Audit Committee.

Director IndependenceIndependence

The Board of Directors has reviewed its composition, the composition of its committees, and the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. The Board of Directors has determined that each of Richard Covey, Kathleen Cunningham, Joseph DeSplinter, Roger Dow, Ronald Harrison, Daryl Jesperson, and Christine Riordan, isand Teresa Van De Bogart are each an “independent director” under applicable NYSE standards and the Company’s corporate governance guidelines, and that each such director has nonone of these directors have any relationships with the Company that would interfere with such director’stheir exercise of independent judgment in carrying out his or hertheir responsibilities as a director of the Company.

Board of Directors Leadership StructureStructure; Formalized Lead Independent Director Role

The Board annually elects a Chair of the Board. The Board believes it is important to retain the flexibility to determine whether it is in the best interest of the Company and its stockholders to have the same person serve as both Chief Executive OfficerCEO and ChairmanChair or whether the roles should be separated based on the circumstances at any given time. Currently the roles are split between Mr. Liniger currently serves as bothContos, our Chief Executive Officer, and Chairman. The Board has determined that having Mr. Liniger,  servethe Chair of the Board, who serves in botha non-executive capacity. Mr. Contos has been CEO and Principal Executive Officer since February 14, 2018. In this role, Mr. Contos is the principal management representative of these roles providesthe Company and is responsible for clearall aspects of oversight of the management team and day-to-day operations. Mr. Liniger’s role allows him to provide leadership as a member of the Board and as a founder and to focus on Companyconsiderations of long-term strategy for the business.  

In  February 2018, the Board formalized the role of Lead Independent Director by amending the Company’s bylaws and operations.by adopting a Lead Independent Director charter, which is available on our investor relations website, accessible through our principal corporate website at www.remax.com.  The independent members of the Board periodically reviews its leadership structureelect the Lead Independent Director annually, and may make changes in the future. The BoardMr. Covey has appointed Richard Coveyserved as Lead Director. In that capacity, Mr. CoveyIndependent Director since 2014. The Lead Independent Director coordinates the activities of the independent members of the Board, provides guidance and assistance to the CEO, presides overat meetings of the stockholders and the Board in the Chair’s absence, and performs such other duties as the Board may determine from time to time.

We expect that Mr. Covey will continue to serve as Lead Independent Director until his term ends at the Annual Meeting. The independent directors and acts asmembers of the Board intend to elect a conduit between independent directors and Company management.successor to the Lead Independent Director role shortly before the end of Mr. Covey’s term.

Board of Directors Role in Risk OversightOversight

Risk management is primarily the responsibility of the Company’s management. However, the Board believes that oversight of risk management is one of its fundamental responsibilities. The Audit Committee is primarily responsible for oversight ofoverseeing the quality and integrity of the Company’s financial reporting process, internal controls over financial reporting, the Company’s compliance programs, and the Company’s

became the CEO and Mr. Liniger retained the role of non-executive Chair of the Board. In February 2018, the Board also formalized the Lead Independent Director role. For more details on this role, see the Section entitled “Board of Directors Leadership Structure; Formalized Lead Independent Director Role.” Executive management regularly discusses succession planning with the Board, including reviewing development plans for senior non-executive employees who may be candidates for future executive positions. 

Our Board’s Commitment to Director Training and Education

Our Board of Directors is committed to continuing director education. As highlighted in their biographical information, above, all eleven members of our Board of Directors have been named as Fellows by the NACD. Earlier in 2019,  NACD provided all members of our Board a customized training session entitled “Building the Strategic Asset Board.”  In 2018 all directors attended a custom NACD training session that focused on culture, stockholder engagement, communication, mergers and acquisitions, and transitioning from a controlled company.

Board of Directors Evaluation Process

The Board, under the direction of the Nominating and Corporate Governance Committee, conducts an assessment of the Board, its committees, and its members. The timing of the assessment may vary from year to year, but occurs approximately once per year. Each director is asked to evaluate the performance of the Board and the committees on which he or she serves. In order to encourage directors to speak candidly, responses to evaluation questions are collected by the Company’s counsel or an outside consultant, who provides aggregated responses that protect the anonymity of individual ratings and comments. Each Committee discusses its own assessment results and the Nominating and Corporate Governance reviews all results and reports the results to the Board. The Nominating and Corporate Governance Committee also oversees an evaluation of the skills, background, and experience of each Board member to ensure an appropriate mix of expertise on the Board.

Board and Committee Meetings; Annual Meeting AttendanceAttendance 

During 2015,2018, our Board held eleven meetings, and the independent directors held an additional eight meetings. The Board’s committees held the following number of meetings: Audit Committee five;held nine meetings, the Compensation Committee three;held seven, the Nominating and Corporate Governance held five, and the Finance and Investment Committee six. During 2015, each directorheld three.  In addition, a special committee formed in 2017 to investigate certain matters held eight meetings in 2018 and announced the findings of its investigation in February 2018.

All directors attended at least 75% of the total number of meetings of the Board and committees on which he or she serves. Thethey serve, including independent director meetings, in the case of the independent directors. When the Board meets from time to time in executive sessions of non-management directors.independent directors, Mr. Covey, the Lead Independent Director, presides over such meetings.

We encourage all directors to attend our annual meetings of stockholders. All of our directors attended the 2018 annual meeting of stockholders. The Annual Meeting will take place during a quarterly meeting of the Board and we expect that all members will be present at our headquarters for the meeting. We do not have  noa formal policy with respect to director attendance at annual meetings of stockholders; however, we encourage all directors to attend annual meetings of stockholders. Eight directors attended the 2015 annual meeting of stockholders.

Board CommitteesCommittees

OurDuring 2018  our Board of Directors has establishedhad the following standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, and a Finance and Investment Committee. Our Board of Directors has adopted written charters for each of these committees, which haveare reviewed annually and are available on our investor relations website, accessible through our principal corporate website at www.remax.com. The content of our website is not incorporated in this proxy statement. From time to time, the composition and responsibilities described below.Board may also establish committees for special limited purposes.

Audit Committee

The Audit Committee is responsible for, among other matters: (i) 

The Audit Committee reviews our annual reports and overseeingmakes recommendations to the full Board about its approval. Since 2017, the Audit Committee has reviewed and approved our independent registered public accounting firm; (ii) discussing with our independent registered public accounting firm the independence of its members from our management; (iii) reviewing with our independent registered public accounting firm the scope and results of their audit; (iv) approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; (v) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; (vi) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements; (vii) establishing proceduresquarterly reports for the confidential and/or anonymous submission of concerns regarding questionable accounting, internal controls, auditing matters, or anything else that appearsfirst, second, and third quarters. The Board has delegated authority to involve financial or other wrongdoing; and (viii) reviewing and approving related party transactions.the Audit Committee to approve regular quarterly dividends, within parameters established by the Board.

Our Audit Committee currently consists of Kathleen Cunningham (Chair), Joseph DeSplinter, Roger Dow, Ronald Harrison, and Christine Riordan.Teresa Van De Bogart. Our Board of Directors has affirmatively determined that each of the Audit Committee members meets the definition of “independent director” for purposes of serving on an Audit Committeeis fully independent under applicable NYSE standards and Rule 10A-3 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and NYSE rules..

Our Board of Directors has determined that each of Kathleen Cunningham and Joseph DeSplinter qualifieseach qualify as an “Audit Committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Our Board of Directors has adopted a written charter for the Audit Committee, which is available on our investor relations website, accessible through our principal corporate website at www.remax.com. The content of our web site is not incorporated in this proxy statement.

Compensation Committee

The Compensation Committee is responsible for, among other matters: (i) reviewing key employee compensation goals, policies, plans, and programs; (ii) reviewing and approving the compensation of our directors and executive officers; (iii) oversight of compensation of other officers; (iv) administering the Company’s equity compensation program; (v) reviewing and approving employment agreements and other similar arrangements between us and our officers; and (vi) appointing and overseeing any compensation consultants.

The Compensation Committee currently consists of Roger Dow (Chair), Richard Covey, (Chair), Ronald Harrison, and Gail Liniger. As a controlled company, we rely upon the exemption from the requirement that we have aChristine Riordan. Our Compensation Committee composed entirelyis fully independent under applicable Exchange Act rules and NYSE standards.  The Compensation Committee may form and delegate authority to subcommittees when appropriate, and the Board may assign any duties of independent directors. Our Board of Directors has adopted a written charter for the Compensation Committee which is available on our investor relations website, accessible through our principal corporate website at www.remax.com.to another committee of the Board in whole or in part from time to time as the Board may determine subject to applicable laws, regulations and the listing requirements of the NYSE.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for, among other matters: (i) identifying and evaluating potential candidates for Board membership and making recommendations to the Board regarding qualified individuals to

become members of our Board of Directors; (ii) overseeing the organization of our Board of Directors to discharge the Board’s duties and responsibilities properly and efficiently; and (iii) developing and recommending to our Board of Directors a set of corporate governance guidelines and principles.

The Nominating and Corporate Governance Committee currently consists of Daryl JespersonChristine Riordan (Chair), Kathleen Cunningham, and Daniel Predovich. A new Chair of the committee is expected to be appointed following Mr. Jesperson’s departure from the Board. As a controlled company, we rely upon the exemption from the requirement that we have aRonald Harrison. The Nominating and Corporate Governance Committee composed entirelyhas been fully independent since May 2016.

Finance and Investment Committee

The Board established the Finance and Investment Committee in February 2018. The Finance and Investment Committee members are Joseph DeSplinter (Chair) and Kathy Cunningham. The primary purposes of independent directors. Ourthe committee are to assist the Board with oversight, approval, and recommendations regarding the Company’s capital structure and capital strategy, investment of Directors has adopted a written charter for the Nominatingcash, interest rate and Corporate Governance Committee, which is available on our investor relations website, accessible through our principal corporate website at www.remax.com.currency risk management, tax planning (including tax receivable agreements), and other financial arrangements.

Director Nomination ProcessProcess

The Nominating and Corporate Governance Committee is responsible for evaluating potential candidates and making recommendations to the Board of Directors with respect to candidates to be nominated to serve as directors. The Nominating and Corporate Governance Committee has no specific or minimumensures that candidates meet qualifications for nominees, other than those necessary to meet specific requirements under SEC rules or NYSE standards. Among the qualifications the Nominating and Corporate Governance Committee may consider are personal and professional integrity; exceptional ability and judgment; broad experience in business, finance, or administration; familiarity with the real estate, mortgage, or franchising industries; ability to serve the long-term interest of our stockholders; sufficient time to devote to the Board duties; and ability to provide continuing service and promote stability.

The Nominating and Corporate Governance Committee does not have a formal policy regarding diversity; however, theRole of Diversity in Director Nominations

The Board believes that it is important that the Board be comprised of directors with diverse backgrounds, viewpoints, and experiences. To that end, the Board pays special attention to the diversity of its members, and the Board believes its oversight capabilities are bolstered by its diverse composition. Four of our eleven directors are female and women serve as the Chairs of both our Audit and Nominating and Corporate Governance Committees. The Nominating and Corporate Governance Committee does not have a formal policy regarding diversity, but continually looks for opportunities to maintain and increase the diversity of the Board.

Director Recommendations and Nominations by Stockholders

The Nominating and Corporate Governance Committee welcomes the Company’s stockholders to nominate candidates for Board membership. The committee will consider any such nominee in the same manner in which it evaluates other potential nominees, so long as the recommendation is submitted in accordance with the Company’s bylaws and the committee’s charter. A summary of thesethe requirements is set forth below.

The nomination should contain the following information with respect to the nominee:

Further, nominations should contain the following information about the stockholder making the recommendation:

Stockholder nominations should be submitted to the Company’s Corporate Secretary at the Company’s headquarters. Stockholder nominations may be made at any time. However, in order for a candidate to be included in the slate of director nominees for approval by stockholders in connection with a meeting of stockholders and for information about the candidate to be included in the Company’s proxy materials for such a meeting, the stockholder must submit the information set forth above and other information reasonably requested by the Company within the timeframe set forth in Exchange Act Rule 14a-8. Further information about this timeframe can be foundnominating candidates is below under “Information Regarding Stockholder Proposals.”

Code of Business Conduct and Supplemental Code of EthicsEthics

We have adopted a codeCode of ethics and business conductConduct applicable to all employees and a supplemental codeSupplemental Code of ethicsEthics applicable to our principal executive, financial, and accounting officers and all persons performing similar functions. In December 2018, we substantially revised our Code of Conduct to improve communication to our employees and other stakeholders and to emphasize our core values, for which we use the acronym MORE: 

A copy of each code is available on our investor relations website, accessible through our principal corporate website at www.remax.com.  We expect that anyAny amendments to either code, or any waivers of their requirements, that apply to our directors or executive officers will be disclosed to the extent required by applicable law or NYSE listing requirements.on our investor relations website. 

Corporate Governance Guidelines

We have adopted corporate governance guidelines that provide a framework for corporate governance. The corporate governance guidelines address, among other matters, selection of directors, director independence, director responsibility, director access to management, director compensation, information about the Board and its committees, director orientation and continuing education, management succession, and evaluation of the Board. The corporate governance guidelines are available on our investor relations website, accessible through our principal corporate website at www.remax.com.  

COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers

In this Compensation Discussion and Analysis, we provide information on how we compensate our Named Executive Officers. During 2018, five individuals were designated by our Board of Directors as executive officers and are referred to as our “Named Executive Officers” for 2018:  

     Adam Contos,  Chief Executive Officer

     David L. Liniger,  Chair,  Co-Founder and (during a portion of 2018) Co-CEO

     Karri R. Callahan, Chief Financial Officer

     Serene  M. Smith, Chief of Staff and Chief Operating Officer

     Geoffrey D. Lewis, Former President 

Overview of our Executive Compensation Program

The philosophy of our executive compensation program is that executive compensation should aim to align the goals of management with the interests of the Company and its stockholders, balance rewards for both short-term performance and longer-term value creation, incentivize and reward high performance without encouraging imprudent risk taking, and attract and retain talented leaders. This philosophy drives all aspects of officer (including Named Executive Officer) compensation, including our base pay guidelines, bonus structure, and grants of long-term equity-based compensation awards. 

Role of the Compensation Committee

The Compensation Committee determines the compensation of the CEO and other executive officers and oversees the compensation of other officers and employees. The Compensation Committee also administers the Company’s equity compensation program.

Role of the CEOs 

Although Mr. Liniger and Mr. Contos served as Co-CEOs in early 2018, the majority of actions taken with respect to 2018 Named Executive Officer compensation (other than for Mr. Contos)  were handled by Mr. Contos. Mr. Contos, working with our Human Resources department and using information from the compensation consultant discussed below, recommends to the Compensation Committee the amount and form of compensation for officers other than himself. His recommendation for each officer is based on his evaluation of Company performance and individual performance, relative to goals that the Board and Company management have set. 

Mr. Liniger Did Not Receive Compensation

Since our IPO in October 2013, Mr. Liniger, our Chair and Co-Founder, who served as Principal Executive Officer and co-CEO through February 2018, has not received compensation for his service to the Company either as an officer or director, other than benefits that are similar to those offered to other officers and employees. As of February 2018, Mr. Liniger is no longer an executive officer.

Stockholder Engagement

We value the opportunity to engage with our stockholders and gain insight into their perspectives on our compensation program and other elements of our business strategy and governance practices. We hold an advisory vote on executive compensation (“say-on-pay”) every three years. The Company values input from stockholders on executive compensation and other matters at any time. As discussed above, we meet regularly with stockholders on a variety of topics, including executive compensation. The investor outreach initiative we undertook this past fall included discussions related to executive compensation. We reached out to stockholders representing more than 35% of shares outstanding and engaged with stockholders representing over 18% of shares outstanding. Feedback on executive compensation was communicated to and discussed by the Compensation Committee and will help to inform our decisions regarding compensation practices.  

Role of Compensation Consultants

The Compensation Committee, pursuant to its charter, has the authority to engage advisers to assist the committee in carrying out its duties. The Compensation Committee currently engages Dynol Consulting (“Dynol”) as compensation consultant. The Committee previously engaged Haigh & Company (prior to the primary individual engaged by the committee leaving Haigh &

Company to join Dynol). All compensation consultants are independent under NYSE standards. They provide compensation data on other companies and recommendations on executive compensation, including bonuses and equity grants. Dynol, and Haigh & Company have also provided data and recommendations regarding director compensation.

In 2016, the Company, working with Haigh & Company, developed a peer group which the Company has used for compensation starting in fiscal year 2017. Dynol and Haigh & Company have also provided information from proprietary surveys of salary data and other sources. The Compensation Committee used such information in determining all elements of executive officer compensation. The Company, however, did not target specific positioning relative to these peers.

The peer group is comprised of franchisors and real-estate related companies. In addition to the peer group, Haigh & Company has provided information from a proprietary database of companies with revenue similar to ours.

Elements of Executive Compensation

The compensation of our Named Executive Officers consists primarily of base salary, cash bonus, and long-term equity incentive compensation. Mr. Liniger did not receive compensation for his role as an officer or director and this compensation program did not apply to him.

Base Salary

Base salary provides a fixed amount of cash compensation. The Company aims to pay base salary that will attract and retain quality officers who will drive the Company’s success. The Company’s philosophy is to pay experienced, seasoned officers near the midpoint of the established base salary range for that position, based on data from its compensation consultants. Base salary for each of the executive officers, other than Mr. Liniger who elected not to receive salary, bonus, or equity compensation, is determined by the Compensation Committee taking into account the recommendation of the CEO, market data provided by the Company’s compensation consultants on base salary paid to similar officers at other companies, and each officer’s performance, in order to determine a base salary level that is competitive and commensurate with the performance, duties, and experience of each executive officer. The CEO and Compensation Committee evaluate base salary for executive officers annually.

CashBonus

We use annual cash bonuses to motivate and reward executive officers for meeting and exceeding personal and corporate objectives. We design our cash bonuses so that, at the target bonus level, approximately one third of each executive officer’s total cash compensation for the year (i.e., such individual’s base salary plus cash bonus) would be comprised of a cash bonus that depends on individual and Company performance over the prior year. Each year, the Compensation Committee adopts an annual bonus plan (each such plan, an “Annual Plan”) pursuant to the Omnibus Incentive Plan. Pursuant to the Annual Plan for (the “2018 Bonus Plan”), each of our Named Executive Officers, other than Mr. Liniger and Mr. Lewis, was eligible for a bonus based on a percentage of such officer’s base salary. Mr. Lewis ceased to serve as an executive officer early in 2018 and therefore was not eligible for a bonus with respect to 2018. 

Cash bonus award amounts for executive officers under the 2018 Bonus Plan are based on both Company and individual performance. For Mr. Contos, Ms. Callahan, and Ms. Smith, the calculation is a two-step process. First each officer’s maximum bonus pursuant to the 2018 Bonus Plan is calculated based on Company performance. That amount is then multiplied by an individual performance score, expressed as a percentage, to determine the final bonus figure. The individual performance score is based on attainment of individual goals, job performance, and living the “MORE” values discussed above. The individual performance goals for each Named Executive Officer are evaluated in light of our performance drivers: customer and relationship focus; decision quality,

communication, collaboration and enterprise focus, talent development mindset, competitive landscape, and strategic thinking and execution.

For Company performance, the Compensation Committee established a measurement called Bonus Adjusted EBITDA1, which is the Company’s budgeted Adjusted EBITDA, excluding bonus expense, and including such other adjustments that the Compensation Committee deems appropriate.We believe Adjusted EBITDA reflects the performance of our business and facilitates a meaningful evaluation of operating results on a comparable basis with historical results. The Compensation Committee sets levels for the threshold bonus, target bonus, and stretch bonus for each officer, based on Bonus Adjusted EBITDA amounts. For Mr. Contos, the Compensation Committee set threshold bonus under the 2018 Bonus Plan at 30% of base salary, target bonus at 60% of base salary and stretch bonus at 90% of base salary. For Ms. Callahan and Ms. Smith,  the Compensation Committee set threshold bonus under the 2018 Bonus Plan at 25% of base salary, target bonus at 50% of base salary, and maximum bonus at 75% of base salary. 

For individual performance, the CEO, working with our Human Resources department, prepares an incentive plan for each executive officer (other than himself). The Compensation Committee then reviews and revises these plans as it deems appropriate, before approving them. Following the end of the year, the Compensation Committee evaluates the officer’s performance against such incentive plan to determine the individual performance score used in making the bonus determination. Individual performance measures and results for each Named Executive Officer are discussed below.

In addition to the plan-based bonus, the Compensation Committee has discretion to pay out additional bonuses based on special projects or other exceptional circumstances. Plan-based cash bonuses are paid annually, based on the prior year’s performance, and project-based bonuses may be paid on an irregular basis, as the Compensation Committee deems appropriate to the circumstances. Following the end of the year, the CEO and Compensation Committee review each executive officer’s performance to determine the amount of such bonus, if any, to be paid.

Long-Term Equity Incentive Compensation

The Compensation Committee also grants executive officers and other Company officers equity awards to incentivize long-term value creation by aligning each officer’s interests with those of stockholders, to reward strong performers, and to retain key personnel through long-term vesting.

The Board of Directors, as part of the annual budget process, determines the aggregate budget for all equity awards. The CEO, working with Company management, recommends an individual award for each recipient, including Named Executive Officers. The Compensation Committee reviews this recommendation and grants equity awards. Generally, the Compensation Committee grants equity awards annually. However, on occasion the Compensation Committee may grant additional awards, for example, in connection with promotions.

Beginning in 2017, the Compensation Committee focused the long-term incentive program on further incentivizing performance and further aligning the interests of the executive officers with stockholders. In order to accomplish this, the restricted stock unit grants approved in May 2018 included performance-based vesting criteria in addition to time-based vesting criteria. For the Named Executive Officers, 60 percent of the award has performance-based vesting and 40 percent of the award has time-based vesting. The number of restricted stock units that vest for each executive officer are based on: (a) revenue, and (b) total stockholder return relative to the Standard & Poor’s SmallCap 600® index. Each executive officer was granted a target number of performance-based restricted stock units. If threshold levels are not met, none of the performance-based restricted stock units will vest. If the thresholds are met, the number of restricted stock units that vest will be between 50% and 150% of the target amount. In addition to the annual long-term incentive awards, which were granted in June 2018, the Compensation Committee granted additional awards to Mr. Contos, Ms. Callahan and Ms. Smith, as discussed below. Until 2017, long-term equity awards were generally time-based restricted stock units that vested equally over a three-year period.

Perquisites and Other Benefits

The Company offers a comprehensive benefit package to all full-time employees designed to attract and retain talented employees at all levels. The Company paid for certain educational benefits for Mr. Contos in 2016 and 2017, as described below. Otherwise, the Company’s benefits for its executive officers are substantially the same as those provided to other officers and employees.

1  See the 2018 Annual Report for the definition of Adjusted EBITDA. A table presenting a reconciliation of net income (the most directly comparable GAAP financial measure) to Adjusted EBITDA is included in the Company’s 2018 Annual Report.  

As part of the Company’s benefit package, David and Gail Liniger have made a golf course they own available for use by Company officers and employees at no cost to employees, or to the Company. This benefit is considered taxable compensation to officers and employees and the Company pays a gross up for these taxes for officers and employees who use the golf course.

David L. Liniger,  Chair and Co-Founder

Since our IPO in October 2013, David Liniger, our Chair and Co-Founder, who served as our Principal Executive Officer and co-CEO through February 2018, has not received compensation for his service to the Company either as an officer or director. During the time that he served as co-CEO in 2018 Mr. Liniger received substantially the same benefits, including health insurance, as other Company employees.

Adam M. Contos,  CEO

2018 CEO Pay Mix 

Base Salary

Mr. Contos began 2018 as co-CEO, alongside Mr. Liniger, at which time his annual base salary was $400,000. He became sole CEO on February 14, 2018 and his annual base salary was increased to $650,000 at that time.   

Cash Bonus

Pursuant to the 2018 Bonus Plan, an amount calculated based on Company performance was multiplied by an individual performance score to determine Mr. Contos’s final bonus of $234,000.  

Mr. Contos’s individual goals for 2018 included leading the acquisition and integration of booj, a technology developer for the real estate industry; working with booj toward launching new technology initiatives; managing communication with the Board of Directors; ensuring timely and accurate financial reporting; managing relationships with stockholders; communicating effectively with the RE/MAX network; creating an organizational strategy to better serve the RE/MAX network, increase accountability, and provide operational efficiencies; driving Motto growth; and developing succession plans.

The Compensation Committee also awarded Mr. Contos a discretionary cash bonus of $48,750 related to his leadership on the booj acquisition.

Equity Grants

In connection with Mr. Contos’s promotion to sole CEO, in March 2018, the Compensation Committee granted him 13,713 restricted stock units, with a grant date fair value of $811,810, which are scheduled to vest on March 1, 2021, subject to  his continued service through such date.  In June 2018, the Compensation Committee granted Mr. Contos a total of 12,477 restricted stock units, with a grant date fair value of $677,600. Sixty percent of the June 2018 grant could vest in 2021 based on Company performance during

2018, 2019, and 2020, as discussed above under “Long-Term Equity Incentive Compensation.” The remaining 40 percent of the grant is scheduled to vest in equal installments on March 1, 2019, 2020, and 2021, subject to Mr. Contos’s continued service through each vesting date.

Other

Other compensation for Mr. Contos also includes our standard 401(k) match and dividend equivalents paid in cash upon vesting of restricted stock units.

Karri R. Callahan, Chief Financial Officer

2018 Chief Financial Officer Pay Mix 

Base Salary

Ms. Callahan is our Chief Financial Officer, a position she has held since March 2016. Her annual base salary throughout 2018 was $320,000.

Cash Bonus

Pursuant to the 2018 Bonus Plan, an amount calculated based on Company performance was multiplied by an individual performance score to determine Ms. Callahan’s final bonus of $96,000.  

Ms. Callahan’s individual goals for 2018 included improving efficiencies, executing on long-term value creation opportunities, exploring ways to improve the franchisee and agent experience, developing talent in the departments she oversees, and accelerating organic revenue growth, and evaluating the company’s compensation package for employees.  

The Compensation Committee also awarded Ms. Callahan a discretionary cash bonus of $24,000 related to her leadership on the booj acquisition and a $50,000 discretionary cash bonus for additional work relating to the special committee investigation.  

Equity Grants

In June 2018, the Compensation Committee granted Ms. Callahan 7,007 restricted stock units, with a grant date fair value of $380,535. Sixty percent of the grant could vest in 2021 based on Company performance during 2018, 2019, and 2020, as discussed above under “Long-Term Equity Incentive Compensation.” The remaining 40 percent of the grant is scheduled to vest in equal installments on March 1, 2019, 2020, and 2021, subject to Ms. Callahan’s continued service through each vesting date. In September 2018, the Compensation Committee granted Ms. Callahan 737 restricted stock units, with a grant date value of $35,008, which are

scheduled to vest in equal installments on March 1, 2020 and 2021, subject to Ms. Callahan’s continued service through each vesting date.

Other

Other compensation for Ms. Callahan consisted of our standard 401(k) match and dividend equivalents paid in cash upon vesting of restricted stock units.  

Serene M. Smith, Chief of Staff and Chief Operating Officer

2018 Chief Operating Officer Pay Mix

Base Salary

Ms. Smith is our Chief of Staff and Chief Operating Officer, a position she has held since January 17, 2019. She was our Chief Operating Officer for all of 2018. Her base salary at the beginning of the year was $300,000 and was increased to $320,000 on March 1, 2018.

Cash Bonus

Pursuant to the 2018 Bonus Plan, an amount calculated based on Company performance was multiplied by an individual performance score to determine Ms. Smith’s final bonus pursuant to the 2018 Bonus Plan of $96,000.  

Ms. Smith’s individual goals included organizing the departments that report to her to improve focus and delivery of service, enhancing support of products we offer to the RE/MAX network, developing a long-term strategy for technology improvement, developing a communication strategy to better deliver our value proposition, enhancing data analytics, working with Motto to enhance the value proposition to Motto franchisees, working to better define and communicate our core values, enhancing training, ensuring that human resources are directed to projects that impact the Company’s strategy, and creating a world-class talent management program.

The Compensation Committee also awarded Ms. Smith a discretionary cash bonus of $24,000 related to her leadership on the booj acquisition and a $15,000 discretionary cash bonus for her additional work relating to the special committee investigation. 

Equity Grants

In June 2018, the Compensation Committee granted Ms. Smith 5,759 restricted stock units, with a grant date fair value of $312,758. Sixty percent of the grant could vest in 2021 based on Company performance during 2018, 2019, and 2020, as discussed above under “Long-Term Equity Incentive Compensation.” The remaining 40 percent of the grant is scheduled to vest in equal installments on March 1, 2019, 2020, and 2021, subject to Ms. Smith’s continued service through each vesting date. In September 2018, the Compensation Committee granted Ms. Smith 2,106 restricted stock units, with a grant date value of $100,035, which are

scheduled to vest in equal installments on March 1, 2020 and 2021, subject to Ms. Smith’s continued service through each vesting date.

Other

Other compensation for Ms. Smith consisted of our standard 401(k) match, dividend equivalents paid in cash upon vesting of restricted stock units, and a tax gross up of $137 related to complimentary use of a golf course owned by David and Gail Liniger. 

Geoffrey D. Lewis, Former President

Mr. Lewis served as our President until February 8, 2018,  when he stepped down from that role and transitioned to retirement from the Company. Mr. Lewis remained with the Company as a Senior Advisor through June 30, 2018. On February 8, 2018, the Company entered into a Separation Agreement, Waiver, and Release with Mr. Lewis (the “Separation Agreement”), which is discussed further below under “Employment Agreements and Separation Agreements.” His annual base salary during the portion of 2018 that he was employed by the Company was $500,000. Mr. Lewis did not receive any bonus with respect to 2018, nor did Mr. Lewis receive any equity grants in 2018.

Other compensation for Mr. Lewis consisted of our standard 401(k) match and dividend equivalents paid in cash upon vesting of restricted stock units.  

Other Compensation Policies

Stock Ownership Guidelines

We believe that ownershipOwnership of RE/MAX Holdings stock helps align the interests of our directors and executive officers with those of stockholders. To encourage stock ownership, our Board of Directors has adopted stock ownership guidelines applicable to directors, all Named Executive Officers and certain other members of senior management. The stock ownership guidelines provide a minimum share ownership level for directors and certain officers based on a multiple of base salary or cash retainer. Unvested time-based restricted stock units count toward the threshold. The multiples are as follows: Chief Executive Officer:CEO: five times base salary; President, Chief Financial Officer, and Chief Operating Officer: two times base salary; other officers subject to the guidelines: one times base salary; non-employee directors: three times base cash retainer. If an officer or director is below the thresholds of the guidelines, the officerguidelines’ applicable threshold, he or directorshe may not sell more than one half of the after-tax portion of equity awards without approval of the Compensation Committee (other than those that were vested at the time of our IPO).

Transactions Involving Company Stock

Our insider trading policy prohibits all officers, employees, and directors from engaging in any of the following activities without the prior written consent of the Board of Directors or the Chief Compliance Officer: pledging Company stock, entering into hedging transactions involving Company stock, short sales of Company stock, and trading in derivative securities related to Company stock.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board has reviewed and discussed with management the Compensation Discussion and Analysis above. Based on this review and these discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for 2018 for filing with the SEC.

Compensation Committee

Roger J. Dow, Chair

Richard O. Covey

Christine M. Riordan

EXECUTIVE COMPENSATIOCOMPENSATION TABLESN

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we have reduced disclosure obligations regarding executive compensation compared to companies that are not emerging growth companies and we are exempt from the requirement of holding advisory “say-on-pay” votes on executive compensation. Under the JOBS Act, we will remain an emerging growth company until the earliest of (1) the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more; (2) the last day of the fiscal year following the fifth anniversary of the completion our IPO; (3) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and (4) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act.

Summary Compensation TableTable

The following table presents information regarding compensation earned by or awards to our named executive officersNamed Executive Officers during fiscal years 20152018,  2017, and 2014.

2016.

Narrative Disclosure

(7)  Reflects matching contributions made under our 401(k) plan, dividend equivalents paid in cash upon vesting of restricted stock units, and the following amounts pursuant to the Separation Agreement with Mr. Lewis described below: salary continuation of $1,625,000,  a lump sum of $19,760 intended to cover continued medical benefits and tax gross up of $8,072 related to the medical benefit payment. 

Grants of Plan-Based Awards

(1)    Represents potential payouts of cash incentives under the 2018 Bonus Plan. Actual amounts paid are reflected above in the Summary Compensation TableTable.

Determination of Executive Compensation

The Compensation Committee is responsible for determining the compensation of the Chief Executive Officer and other executive officers and is responsible for oversight of the compensation of other officers and employees. The Compensation Committee is also responsible for administering the Company’s equity compensation program. The Compensation Committee delegates authority(2)    Represents performance-based restricted stock units that are scheduled to make equity grants to a sub-committee comprised only of independent directors when necessary to comply with applicable securities laws.

Our Chief Executive Officer makes recommendations to the Compensation Committee regarding the amount and form of compensation for named executive officers other than himself. His recommendation isvest in 2021 based on Company performance during 2018, 2019, and individual performance, relative2020.  

(3)    Reflects the grant date fair value of restricted stock units granted to goalseach Named Executive Officer, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. See Note 13 to our audited consolidated financial statements in our 2018 Annual Report.

(4)    Represents time-based restricted stock units that Company management has set.are scheduled to vest on March 1, 2021.

(5)    Represents time-based restricted stock units that are scheduled to vest in equal installments on March 1, 2019, 2020, and 2021.

(6)    Represents time-based restricted stock units that are scheduled to vest in equal installments on March 1, 2020 and 2021.

Outstanding Equity Awards at Fiscal Year End

The Compensation Committee, pursuantfollowing table provides information regarding outstanding equity awards held by our Named Executive Officers as of the end of fiscal year 2018.

(1)   Value is calculated by multiplying the number of unvested restricted stock units by $30.75, which was the closing market price of our Class A common stock on December 31, 2018.

(2)   Represents time-based unvested restricted stock units as of December 31, 2018 that were scheduled to its charter, hasvest as follows: (i)  2,513 vest on March 1, 2019, (ii) 1,828 vest in equal installments on March 1, 2019 and 2020, (iii) 4,991 vest in equal installments on March 1, 2019, 2020 and 2021, and (iv) 13,713 vest on March 1, 2021.   

(3)   Represents unvested restricted stock units,  2,056 of which are scheduled to vest in 2020 based on Company performance during 2017, 2018, and 2019 and 3,743 of which are scheduled to vest in 2021 based on Company performance during 2018, 2019, and 2020. The numbers set forth above represent the authoritythreshold number of restricted stock units.  

(4)   Represents time-based unvested restricted stock units as of December 31, 2018 that were scheduled to engage advisersvest as follows: (i)  2,010 vest on March 1, 2019, (ii) 1,540 vest in equal installments on March 1, 2019 and 2020, (iii) 2,803 vest in equal installments on March 1, 2019, 2020, and 2021, and (iv) 737 vest in equal installments on March 1, 2020 and 2021. 

(5)   Represents unvested restricted stock units, 1,732 of which are scheduled to assistvest in 2020 based on Company performance during 2017, 2018, and 2019 and 2,102 of which are scheduled to vest in 2021 based on Company performance during 2018, 2019, and 2020. The numbers set forth above represent the committeethreshold number of restricted stock units.

(6)   Represents time-based unvested restricted stock units as of December 31, 2018 that were scheduled to vest as follows: (i)  2,010 vest on March 1, 2019, (ii) 962 vest in carrying out its duties.equal installments on March 1, 2019 and 2020, (iii) 2,304 vest in equal installments on March 1, 2019, 2020, and 2021, and (iv) 2,106 vest in equal installments on March 1, 2020 and 2021. 

(7)   Represents unvested restricted stock units, 1,083 of which are scheduled to vest in 2020 based on Company performance during 2017, 2018, and 2019 and 1,728 of which are scheduled to vest in 2021 based on Company performance during 2018, 2019, and 2020. The Compensation Committee has engaged Compensia, Inc. to provide compensation datanumbers set forth above represent the threshold number of restricted stock units.

Option Exercises and Stock Vested for Fiscal Year 2018

(1)Represents the amounts realized based on other companies and recommendations on executive compensation, including bonuses and equity grants. Compensia, Inc. has also provided data and recommendations regarding director compensation.the fair market value of our stock upon vesting, which is the closing price the day before the applicable vesting date.

Employment Agreements and Separation Agreements

EmploymentSince our IPO, we have not entered into employment agreements with certain ofany executive officer. Geoffrey Lewis, our namedformer President, is the only executive officer who had an employment agreement in 2018.  Currently no executive officers arehave employment agreements. Our Named Executive Officers may be entitled to certain benefits upon separation from the Company or a change in control, as described below. We also entered into a retirement agreement with our former president and a separation and transition agreement with our Co-Chief Financial Officer, which are described below.below under “Potential Payments on Termination/Change in Control.”

Geoffrey D. Lewis

We entered into an employment agreement with Mr. Lewis on July 1, 2010. Concurrent with the announcement of Mr. Lewis’s retirement, on February 8, 2018, the Company entered into the Separation Agreement with Mr. Lewis. The Separation Agreement provides that Mr. Lewis’s employment agreement provides for an initial term through July 1, 2011, but is automatically renewed for one year periods on each anniversary date ofwas terminated and replaced with the agreement. Separation Agreement.

Pursuant to his employment agreement, Mr. Lewis iswas entitled to an annual base salary which is reviewed annually, and ishe was eligible to receive an annual performance-based bonus. Mr. Lewis’s current base salary under the employment agreement is $500,000. Additionally, the agreement provides that Mr. Lewis is eligible for tax adjustment “gross-up” payments in the event that Mr. Lewis becomes entitled to any amount that is determined to be subject to a tax penalty.

If Mr. Lewis’s employment is terminated (i) by us other than for cause, death, or disability (each as defined in the agreement), or (ii) by Mr. Lewis for good reason (as defined in the agreement), he is entitled to severance benefits consisting of (a) all payments and benefits which have been earned but not yet provided, (b) payments equal to 12 months of base salary paid on our regular payroll schedule, (c) any declared bonus payment that has not yet been paid to be provided in a lump sum within 30 days of termination, and (d) continued standard employee benefits for 12 months, including but not limited to, life insurance, medical insurance, and dental insurance.

Additionally, Mr. Lewis is entitled to a stay-on bonus in the event that he remains actively employed by us for a 12-month period immediately following the date of a change in control (as defined in the agreement). The stay-on bonus is to be determined in the successor’s discretion, but in no event will it be less than three months’ base salary as of the day before the change in control.

Mr. Lewis agreed that during his employment with us and the 12 months following the termination of his employment, he will not, directly or indirectly, on his own behalf or on behalf of others, solicit or recruit, or attempt to solicit or recruit, any person employed by us to end their employment, or to provide services to Mr. Lewis or to any other business that directly competes with us in the areas of franchising real estate brokerages, real estate brokerage, insurance brokerage or any other defined business in which we are engaged. Additionally, during this period, he has agreed not to directly or indirectly solicit any of our clients that he has had direct or indirect contact with or any of our franchisees to cease doing business with us or to otherwise do business with his or any directly competing entity.

Mr. Lewis has also agreed not to (a) accept employment or perform services on behalf of himself or any individual or entity that directly competes with us for a period of three months after termination, or (b) accept employment as a senior executive officer or perform services that are similar to the services he performed for us on behalf of himself or any individual or entity that directly competes with us for a period of 12 months after termination. Except if we terminate Mr. Lewis for cause (as defined in the agreement), these restrictions are only enforceable to the extent we tender to Mr. Lewis payment at a rate equal to Mr. Lewis’s final base salary. Payment of the severance benefits described above would discharge this payment obligation. If severance benefits are not required to be paid, then we can tender this supplemental consideration at any point in the 12-month period immediately following termination.

Involuntary Termination for Cause or Voluntary Resignation Without Good Reason 

None of our Named Executive Officers serving as of December 31, 2018, were entitled to any severance payments or other payments following involuntary termination for cause or voluntary resignation without good reason.

Voluntary Resignation with Good Reason or Involuntary Termination Without Cause

Our employees, including Named Executive Officers, are entitled to certain benefits under the Severance Plan if they are terminated involuntarily without cause or they voluntary resign with good reason. Good reason means that, following a change in control, the employee is not offered a position with the acquiring or successor entity that has substantially the same level of responsibility and compensation and is at a location that would not increase such employee’s one-way commute by more than twenty miles. Payment of benefits under the Severance Plan is conditioned upon the employee signing an agreement and release in a form provided by the Company that (i) provides a comprehensive release of claims against the Company and (ii) contains non-solicitation and non-disparagement provisions.

The table below sets forth the estimated amount each Named Executive Officer serving as of December 31, 2018, would have received based upon a hypothetical voluntary resignation with good reason or involuntary termination without cause on such date. The benefits under the Severance Plan for our Named Executive Officers comprise one year’s salary, outplacement assistance, continuation of health benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), and a pro-rated bonus.

Change in Control

The table below sets forth the value of accelerated vesting of restricted stock units are scheduled to vestfor each Named Executive Officer serving as of December 31, 2018, based on a hypothetical change in thirdscontrol on April 1, 2016, 2017, and 2018, except that Mr. Metzger’ssuch date, in connection with which the restricted stock units were not converted into an equivalent award by the acquiring or successor entity. See “Voluntary Resignation with Good Reason” above for additional benefits that may vest earlier, pursuant tobe available in the Separation Agreement and second release described above.

Outstanding Equity Awards at Fiscal Year End

The following table provides information regarding outstanding equity awards held by our named executive officers asevent of a change in control where the end of fiscal year 2015.Named Executive Officer is not offered a comparable position with the acquiring or successor entity.

Principal Executive Officer Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Adam Contos,  who has served as our principal executive officer since February 2018.  

We identified the median employee by examining the compensation (including annual base salary, bonuses, commissions, incentives, and overtime) of all of our employees, other than Mr. Contos, as of November 15, 2018.  

The total compensation of the employee identified as the median employee at our Company was $80,106. This includes base salary of $71,400;  cash bonus with respect to 2018 of $5,659;  and 401(k) match of $3,047.