

				Average
			Average	Compensation
	Summary	Compensation	SCT	Actually	Value of Initial Fixed $100
	Compensation	Actually	Total for	Paid to	Investment Based On:			Net		Adjusted
	Table (SCT)	Paid to	Non-PEO	to Non-PEO		Peer Group	Peer Group	Income (loss)	Revenue	EBITDA
Fiscal Year	Total for PEO¹	PEO ²	NEOs	NEOs ³	TSR	TSR (Russell)⁴	TSR (S&P)⁴	($ thousands)	($ thousands)	($ thousands)
2023 (Carlson)	$4,536,352	$ 11,737,489	$ 1,659,124	$ 1,009,774	$ 39.49	$ 128.14	$ 137.42	($ 98,486)	$ 325,671	$ 96,288
2023 (Joyce)	$ 2,374,240	$ 2,257,548
2022 (Joyce)	$ 2,637,536	$ 2,220,880	$ 1,578,851	$ 801,784	$ 53.19	$ 109.59	$ 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	$ 137.74	$ 141.13	($ 24,620)	$ 329,701	$ 119,583
2020	$ 2,394,169	$ 2,359,574	$ 1,127,829	$ 1,235,646	$ 97.26	$ 119.96	$ 111.29	$ 20,546	$ 266,001	$ 92,558

(1)

During the year 2023, Erik Carlson became Chief Executive Officer, replacing Steve Joyce, effective November 13, 2023. During the year 2022, Adam Contos stepped down as Chief Executive Officer, effective March 31, 2022. During March 2022, Mr. Contos and Mr. Joyce 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
	2023		2023		2022		2022		2021		2020
	Current CEO			Former CEO (Joyce)			Former CEO (Contos)
SCT Total for PEO	$	4,536,352	$	2,374,240	$	2,637,536	$	1,943,210	$	4,439,971	$	2,394,169
Deduct amounts reported under “Stock Awards” Column of the SCT		(4,369,463)		(300,010)		-		(966,175)		(2,960,458)		(1,420,087)
Deduct amounts reported under “Option Awards” Column of the SCT		-		(937,308)		(1,537,536)		-		-		-
Add the fair value of awards granted and vested during the fiscal year		-		1,137,069		884,929		779,182		175,016		189,009
Add the fair value of awards granted in the fiscal year that remain outstanding and unvested as of fiscal year-end		11,570,600		-		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		-		(16,443)		-		(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	$	11,737,489	$	2,257,548	$	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
	2023		2022		2021		2020
Average SCT Total for non-PEO NEOs	$	1,659,124	$	1,578,851	$	1,452,315	$	1,127,829
Deduct amounts reported under “Stock Awards” Column of the SCT		(1,076,988)		(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		48,022		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		671,398		483,308		631,943		871,869
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		(126,322)		(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		(127,632)		(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		(37,828)		(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	$	1,009,774	$	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.

(4) Peer group TSR includes the Russell 2000 Index (Russell) and the S&P SmallCap 600 Index (S&P).

Named Executive Officers, Footnote

(1)

During the year 2023, Erik Carlson became Chief Executive Officer, replacing Steve Joyce, effective November 13, 2023. During the year 2022, Adam Contos stepped down as Chief Executive Officer, effective March 31, 2022. During March 2022, Mr. Contos and Mr. Joyce 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.

Adjustment To PEO Compensation, Footnote

(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
	2023		2023		2022		2022		2021		2020
	Current CEO			Former CEO (Joyce)			Former CEO (Contos)
SCT Total for PEO	$	4,536,352	$	2,374,240	$	2,637,536	$	1,943,210	$	4,439,971	$	2,394,169
Deduct amounts reported under “Stock Awards” Column of the SCT		(4,369,463)		(300,010)		-		(966,175)		(2,960,458)		(1,420,087)
Deduct amounts reported under “Option Awards” Column of the SCT		-		(937,308)		(1,537,536)		-		-		-
Add the fair value of awards granted and vested during the fiscal year		-		1,137,069		884,929		779,182		175,016		189,009
Add the fair value of awards granted in the fiscal year that remain outstanding and unvested as of fiscal year-end		11,570,600		-		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		-		(16,443)		-		(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	$	11,737,489	$	2,257,548	$	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 Compensation Actually Paid Amount

$ 1,009,774

801,784

1,096,371

1,235,646

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Company TSR

Peer Group is Russell 2000 Index; previous 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. Company Selected Measure

Compensation Actually Paid and Adjusted EBITDA¹

¹ Adjusted EBITDA is a non-GAAP measure. Please see Appendix 1 on page 66 of this Proxy Statement for a definition of this term and reconciliation with the most directly comparable GAAP measure.

Tabular List, Table

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