Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Document and Entity Information [Abstract] | |
Document Type | DEF 14A |
Entity Registrant Name | RE/MAX HOLDINGS, INC. |
Entity Central Index Key | 0001581091 |
Amendment Flag | false |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Average Average Summary SCT Compensation Value of Initial Fixed $100 Compensation Compensation Total for Actually Paid to Investment Based On: Adjusted Table (SCT) Actually Paid to Non-PEO to Non-PEO Peer Group Net Income Revenue EBITDA Fiscal Year Total for PEO 1 PEO 2 NEOs NEOs 3 TSR TSR ($ thousands) ($ thousands) ($ thousands) 2022 (Joyce) $ 2,637,536 $ 2,220,880 $ 1,578,851 $ 801,784 $ 53.19 $ 118.41 $ 10,757 $ 353,386 $ 121,632 2022 (Contos) $ 1,943,210 $ 80,775 2021 $ 4,439,971 $ 3,179,434 $ 1,452,315 $ 1,096,371 $ 83.76 $ 141.13 ($ 24,620) $ 329,701 $ 119,583 2020 $ 2,394,169 $ 2,359,574 $ 1,127,829 $ 1,235,646 $ 97.26 $ 111.29 $ 20,546 $ 266,001 $ 92,558 (1) During the year 2022, Adam Contos (bottom row) stepped down as Chief Executive Officer, effective March 31, 2022. During March 2022, Mr. Contos and Stephen Joyce (top row) served as Co-CEOs and Mr. Joyce became CEO, on an interim basis, upon Mr. Contos’s departure. For the years 2021 and 2020, Mr. Contos served as CEO for the full year. (2) The following table sets forth the adjustments made to the Summary Compensation Table (“SCT”) Total for Principal Executive Officer during each year presented to determine compensation actually paid (“CAP”) to PEO, with “fair value” calculated in accordance with ASC Topic 718 as of the end of the specified period: Fiscal Year 2022 2022 2021 2020 Current CEO Former CEO SCT Total for PEO $ 2,637,536 $ 1,943,210 $ 4,439,971 $ 2,394,169 Deduct amounts reported under “Stock Awards” Column of the SCT - (966,175) (2,960,458) (1,420,087) Deduct amounts reported under “Option Awards” Column of the SCT (1,537,536) - - - Add the fair value of awards granted and vested during the fiscal year 884,929 779,182 175,015 189,009 Add the fair value of awards granted in the fiscal year that remain outstanding and unvested as of fiscal year-end 235,951 - 1,789,507 1,600,050 Add (Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the fiscal year-end a - - (113,141) (60,409) Add (Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the fiscal year b - (96,975) 78,848 (55,022) Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the fiscal year c - (1,578,467) (230,309) (288,136) Add dividends on unvested awards paid during the fiscal year - - - - Add incremental fair value of awards modified during the fiscal year - - - - Compensation Actually Paid $ 2,220,880 $ 80,775 $ 3,179,434 $ 2,359,574 (a) Includes the fair value of the current year RSU awards and all tranches of PSU awards, without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the executive officers upon vesting. (b) Includes the change in fair value of RSU awards that were issued in a prior year, relative to the respective fiscal year. In addition, as discussed above, all tranches of PSU awards issued in a prior year, relative to the respective fiscal year, are included without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the executive officers upon vesting. (c) The value in this row includes the aggregate fair value of awards forfeited by Mr. Contos when he left the Company on March 31, 2022. (3) The following table sets forth the adjustments made to the SCT during each year presented to determine the average CAP to the Non-PEO NEOs, with “fair value” calculated in accordance with ASC Topic 718 as of the end of the specified period: Fiscal Year 2022 2021 2020 Average SCT Total for non-PEO NEOs $ 1,578,851 $ 1,452,315 $ 1,127,829 Deduct amounts reported under “Stock Awards” Column of the SCT (816,509) (907,803) (720,172) Deduct amounts reported under “Option Awards” Column of the SCT - - - Add the fair value of awards granted and vested during the fiscal year 169,667 41,730 77,634 Add the fair value of awards granted in the fiscal year that remain outstanding and unvested as of fiscal year-end 483,307 631,942 871,870 Add (Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the fiscal year-end a (253,708) (57,410) (10,973) Add (Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the fiscal year b (129,178) 10,591 (22,986) Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the fiscal year (230,647) (74,995) (87,555) Add dividends on unvested awards paid during the fiscal year - - - Add incremental fair value of awards modified during the fiscal year - - - Compensation Actually Paid $ 801,784 $ 1,096,371 $ 1,235,646 (a) Includes the fair value of the current year RSU awards and all tranches of PSU awards, without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the executive officers upon vesting. (b) Includes the change in fair value of RSU awards that were issued in a prior year, relative to the respective fiscal year. In addition, as discussed above, all tranches of PSU awards issued in a prior year, relative to the respective fiscal year, are included without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the executive officers upon vesting. | ||
Named Executive Officers, Footnote [Text Block] | (1) During the year 2022, Adam Contos (bottom row) stepped down as Chief Executive Officer, effective March 31, 2022. During March 2022, Mr. Contos and Stephen Joyce (top row) served as Co-CEOs and Mr. Joyce became CEO, on an interim basis, upon Mr. Contos’s departure. For the years 2021 and 2020, Mr. Contos served as CEO for the full year. | ||
Peer Group Issuers, Footnote [Text Block] | Peer Group is S&P SmallCap 600 Index; Value of Initial Fixed Investment assumes that the value of the investment in our common stock and in the peer group (including reinvestment of dividends) was $100 at market close on December 31, 2019 (the last trading day of 2019), and tracks such investment through market close on the last trading day of each applicable year | ||
PEO Total Compensation Amount | $ 4,439,971 | $ 2,394,169 | |
PEO Actually Paid Compensation Amount | 3,179,434 | 2,359,574 | |
Adjustment To PEO Compensation, Footnote [Text Block] | (2) The following table sets forth the adjustments made to the Summary Compensation Table (“SCT”) Total for Principal Executive Officer during each year presented to determine compensation actually paid (“CAP”) to PEO, with “fair value” calculated in accordance with ASC Topic 718 as of the end of the specified period: Fiscal Year 2022 2022 2021 2020 Current CEO Former CEO SCT Total for PEO $ 2,637,536 $ 1,943,210 $ 4,439,971 $ 2,394,169 Deduct amounts reported under “Stock Awards” Column of the SCT - (966,175) (2,960,458) (1,420,087) Deduct amounts reported under “Option Awards” Column of the SCT (1,537,536) - - - Add the fair value of awards granted and vested during the fiscal year 884,929 779,182 175,015 189,009 Add the fair value of awards granted in the fiscal year that remain outstanding and unvested as of fiscal year-end 235,951 - 1,789,507 1,600,050 Add (Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the fiscal year-end a - - (113,141) (60,409) Add (Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the fiscal year b - (96,975) 78,848 (55,022) Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the fiscal year c - (1,578,467) (230,309) (288,136) Add dividends on unvested awards paid during the fiscal year - - - - Add incremental fair value of awards modified during the fiscal year - - - - Compensation Actually Paid $ 2,220,880 $ 80,775 $ 3,179,434 $ 2,359,574 (a) Includes the fair value of the current year RSU awards and all tranches of PSU awards, without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the executive officers upon vesting. (b) Includes the change in fair value of RSU awards that were issued in a prior year, relative to the respective fiscal year. In addition, as discussed above, all tranches of PSU awards issued in a prior year, relative to the respective fiscal year, are included without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the executive officers upon vesting. (c) The value in this row includes the aggregate fair value of awards forfeited by Mr. Contos when he left the Company on March 31, 2022. | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,578,851 | 1,452,315 | 1,127,829 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 801,784 | 1,096,371 | 1,235,646 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (3) The following table sets forth the adjustments made to the SCT during each year presented to determine the average CAP to the Non-PEO NEOs, with “fair value” calculated in accordance with ASC Topic 718 as of the end of the specified period: Fiscal Year 2022 2021 2020 Average SCT Total for non-PEO NEOs $ 1,578,851 $ 1,452,315 $ 1,127,829 Deduct amounts reported under “Stock Awards” Column of the SCT (816,509) (907,803) (720,172) Deduct amounts reported under “Option Awards” Column of the SCT - - - Add the fair value of awards granted and vested during the fiscal year 169,667 41,730 77,634 Add the fair value of awards granted in the fiscal year that remain outstanding and unvested as of fiscal year-end 483,307 631,942 871,870 Add (Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the fiscal year-end a (253,708) (57,410) (10,973) Add (Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the fiscal year b (129,178) 10,591 (22,986) Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the fiscal year (230,647) (74,995) (87,555) Add dividends on unvested awards paid during the fiscal year - - - Add incremental fair value of awards modified during the fiscal year - - - Compensation Actually Paid $ 801,784 $ 1,096,371 $ 1,235,646 (a) Includes the fair value of the current year RSU awards and all tranches of PSU awards, without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the executive officers upon vesting. (b) Includes the change in fair value of RSU awards that were issued in a prior year, relative to the respective fiscal year. In addition, as discussed above, all tranches of PSU awards issued in a prior year, relative to the respective fiscal year, are included without respect to the award performance period. Per U.S. GAAP, if a PSU award does not have an established metric, there is no grant date and therefore would not be included for financial reporting purposes until the performance metrics are established. The values do not necessarily correspond to the actual value that will be received by the executive officers upon vesting. | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Compensation Actually Paid and Company TSR Peer Group is S&P SmallCap 600 Index; Value of Initial Fixed Investment assumes that the value of the investment in our common stock and in the peer group (including reinvestment of dividends) was $100 at market close on December 31, 2019 (the last trading day of 2019), and tracks such investment through market close on the last trading day of each applicable year | ||
Compensation Actually Paid vs. Net Income [Text Block] | Compensation Actually Paid and Net Income* * Net income in 2021 was adversely impacted by a $40.9 million loss recorded on our contractual relationship with INTEGRA which was settled with the acquisition of INTEGRA. The loss represents the fair value of the difference between the historical contractual rates paid by INTEGRA and the current market rate. The loss is recorded in “Settlement and impairment charges” in the accompanying Consolidated Statements of Income (Loss). See Note 6, Acquisitions in the Annual Report on Form 10-K for the year ended December 31, 2021, for additional information about this acquisition. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Compensation Actually Paid and Adjusted EBITDA 1 1 | ||
Total Shareholder Return Vs Peer Group [Text Block] | Peer Group TSR and Company TSR | ||
Tabular List [Table Text Block] | Tabular List of Financial Performance Measures As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The performance measures that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: ● Adjusted EBITDA ● Revenue ● RMAX rTSR Percentile | ||
Total Shareholder Return Amount | $ 53.19 | 83.76 | 97.26 |
Peer Group Total Shareholder Return Amount | 118.41 | 141.13 | 111.29 |
Net Income (Loss) | $ 10,757,000 | $ (24,620,000) | $ 20,546,000 |
Company Selected Measure Amount | 121,632,000 | 119,583,000 | 92,558,000 |
PEO Name | Stephen Joyce | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Other Performance Measure Amount | 353,386,000 | 329,701,000 | 266,001,000 |
Measure Name | Adjusted EBITDA | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Compensation Actually Paid vs. Other Measure [Text Block] | Compensation Actually Paid and Revenue | ||
Measure Name | Revenue | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | RMAX rTSR Percentile | ||
Mr. Joyce [Member] | |||
Pay vs Performance Disclosure [Table] | |||
PEO Total Compensation Amount | $ 2,637,536 | ||
PEO Actually Paid Compensation Amount | 2,220,880 | ||
Mr. Contos [Member] | |||
Pay vs Performance Disclosure [Table] | |||
PEO Total Compensation Amount | 1,943,210 | ||
PEO Actually Paid Compensation Amount | 80,775 | ||
PEO [Member] | Mr. Joyce [Member] | Deduct amounts reported under "Option Awards" Column of the SCT | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,537,536) | ||
PEO [Member] | Mr. Joyce [Member] | Add the fair value of awards granted and vested during the fiscal year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 884,929 | ||
PEO [Member] | Mr. Joyce [Member] | Add the fair value of awards granted in the fiscal year that remain outstanding and unvested as of fiscal year-end | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 235,951 | ||
PEO [Member] | Mr. Contos [Member] | Deduct amounts reported under "Stock Awards" Column of the SCT | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (966,175) | $ (2,960,458) | $ (1,420,087) |
PEO [Member] | Mr. Contos [Member] | Add the fair value of awards granted and vested during the fiscal year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 779,182 | 175,015 | 189,009 |
PEO [Member] | Mr. Contos [Member] | Add the fair value of awards granted in the fiscal year that remain outstanding and unvested as of fiscal year-end | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,789,507 | 1,600,050 | |
PEO [Member] | Mr. Contos [Member] | Add (Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the fiscal year-end | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (113,141) | (60,409) | |
PEO [Member] | Mr. Contos [Member] | Add (Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the fiscal year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (96,975) | 78,848 | (55,022) |
PEO [Member] | Mr. Contos [Member] | Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the fiscal year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,578,467) | (230,309) | (288,136) |
Non-PEO NEO [Member] | Deduct amounts reported under "Stock Awards" Column of the SCT | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (816,509) | (907,803) | (720,172) |
Non-PEO NEO [Member] | Add the fair value of awards granted and vested during the fiscal year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 169,667 | 41,730 | 77,634 |
Non-PEO NEO [Member] | Add the fair value of awards granted in the fiscal year that remain outstanding and unvested as of fiscal year-end | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 483,307 | 631,942 | 871,870 |
Non-PEO NEO [Member] | Add (Subtract) change in fair value of awards granted in any prior year that remain outstanding and unvested as of the fiscal year-end | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (253,708) | (57,410) | (10,973) |
Non-PEO NEO [Member] | Add (Subtract) change in fair value from prior year-end to vesting date of awards granted in any prior year that vested during the fiscal year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (129,178) | 10,591 | (22,986) |
Non-PEO NEO [Member] | Subtract fair value of awards granted in any prior year that were forfeited or failed to vest during the fiscal year | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (230,647) | $ (74,995) | $ (87,555) |