2021 Proxy Document

Table of Contents NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT Table of Contents A Letter from our Chief Executive Officer March 19, 2021 Dear Stockholders: Over the past few years, Realogy has been on a COVID Response transformation journey that was accelerated by the extraordinary nature of 2020. We are moving fast, As the COVID pandemic began to unfold in late first operating with agility, and driving simplification as we quarter 2020, we saw an unprecedented drop in stay focused on organic growth, enhancing housing volume. We pivoted quickly, prioritized the technology innovation, and moving closer to the health and safety of our employees, affiliated agents, consumer. We believe our ongoing strategic evolution and customers, offered support to our franchisees, positions Realogy to deliver today and lead into the and reduced costs as we continued to invest for the future. future. As the housing market experienced an unprecedented bounce back, Realogy executed from Strong Operating Results a position of strength, stayed focused on simplification and cost, and further improved our Realogy had a very strong 2020. We delivered great financial profile. Through it all, our affiliated agents, operating results, including $726 million Operating supported by our technology and virtual EBITDA, $555 million free cash flow and 13% enhancements, remained central to the real estate homesale transaction volume growth. We made transaction as they pivoted to meet the changing substantial progress on our strategic initiatives and housing needs of consumers. enhanced our ability to capture greater transaction economics with our mortgage and title businesses People and Culture contributing $266 million in Operating EBITDA in 2020. Realogy’s performance in the year further The challenges of 2020 gave way to impactful demonstrated the power of our full-service franchise, culture-building opportunities for our Realogy team as brokerage, and title operations as well as our we embraced new working environments, engaged in minority-held mortgage joint venture. powerful conversations, and supported our colleagues in crisis. I remain proud of the resiliency, Improved Capital Structure creativity, and dedication of Realogy’s employees who continue to safely support our affiliated agents, Since joining Realogy, one of my highest priorities franchise owners, customers, and one another. has been strengthening our capital structure. During 2020 we reduced our net debt by approximately $500 The strong foundation of our culture, rooted in million, and our consolidated net debt leverage integrity, innovation, and inclusion, helped us (excluding securitizations) ended the year at 3.4x, the navigate 2020, and we continue to be recognized for lowest level since Realogy went public in 2012. We our efforts. For the third consecutive year, Realogy ended the fourth quarter of 2020 with no borrowings was designated a great workplace by Great Place to under our revolving credit facility, the first time that Work® and for the first time was named by Forbes as has occurred since mid-2016. From June 2020 one of the 2020 best employers for diversity. Most through February 2021, we took advantage of our recently, Ethisphere® Institute, a leading international strong performance and positive market conditions to business ethics think-tank, recognized Realogy as raise approximately $1.45 billion in the bond market one of the World's Most Ethical Companies for the at favorable rates. We retired our 2021 debt tenth year in a row. maturities, and we used approximately $900 million of new unsecured notes, due 2029, to reduce secured Our leaders help drive Realogy’s culture and our term loans due in 2023 and 2025. Reducing net debt progress, and we are fortunate to have a powerful, by half a billion dollars, lengthening our debt profile, diverse, and experienced bench. Over the past year, and substantially lowering our secured debt, our talent development strategy allowed us to combined to deliver very positive capital structure promote from within and demonstrate internal improvement. mobility, including appointing Brokerage HR leader Tanya Reu-Narvaez to Chief People Officer; Table of Contents promoting Sue Yannaccone, a veteran leader with deep industry expertise, to president and CEO of Realogy Franchise Group; and elevating Rizwan Akhtar and Nashira Layade to Chief Technology Officer roles. In closing, we are proud of Realogy’s accomplishments in 2020, and I continue to be incredibly excited about the future of our business. On behalf of our Board of Directors, my senior leadership team, and our employees, thank you for your continued support of and investment in Realogy. Sincerely, Ryan M. Schneider Chief Executive Officer and President Table of Contents A Letter from our Independent Chairman of the Board March 19, 2021 To Our Stockholders: In an unprecedented year, Realogy—under CEO priority with 27% of our Board representing minorities Ryan Schneider’s leadership and with full support of and 36% of our Board being women—a distinction for the Board—continued to execute against our long- which Realogy has been honored by multiple term strategy while successfully navigating the leadership organizations, including Executive Women unprecedented near-term challenges presented by of New Jersey and the Women's Forum of New York. the COVID-19 pandemic. As Ryan shared in his letter, Our Board also has diversity of age and business the company has taken key steps to drive growth and experience, including technology and digital improve our value proposition, capturing more marketing experience, industry and franchise economics of the real estate transaction, and experience, and extensive leadership experience. delivering impactful technology and tools, all while The Board also supports ongoing efforts to increase continuing to simplify and streamline operations. diversity among Realogy’s executive and leadership levels. Complementing the progress made by management, the Board continued its focus on several key areas, Strategy including Investor Outreach, Corporate Governance, In 2020, we continued to work with Ryan and his and Strategy and Capital Allocation. I’d like to update management team in oversight of the Company’s you on each of these areas. strategy. The Board held our annual immersive two- Investor Outreach day meeting focused exclusively on strategy and competitive position in June 2020 and monitored Direct engagement with our investors continues to be progress on strategic execution throughout the year. a top priority for the Board. Our 2020 program included thoughtful discussions regarding strategy, As noted in Ryan’s letter, the company made capital allocation, compensation and governance proactive moves and strategic investments to capture matters, among others. For the third year running, our more of the evolving market and navigate the Board of Directors reinforced its commitment to changing industry in an unparalleled year. We believe stockholder feedback through the 2020 Investor Realogy’s focus on enhancing our value proposition, Outreach Program to ensure thoughtful and informed innovating across technology and data, capturing consideration of evolving corporate governance and more economics of the real estate transaction, and executive compensation best practices. In the fall, we driving organic growth for its brands and affiliated extended invitations to holders of approximately two- agents positions the company attractively as we look thirds of outstanding shares and held calls with ahead. holders of approximately 50% of outstanding shares. Pandemic Response Our Board is committed to further implementing corporate governance best practices and The Board was also actively involved in Realogy's incorporating feedback from our investors. COVID-19 response, implementing weekly meetings during the height of the pandemic. As the company Board Governance proactively put temporary cost-reduction initiatives in We take pride in our commitment to good place, the Board also responded to the disruption and governance. In 2020, our Nominating & Corporate uncertainty of the evolving crisis by waiving its third Governance Committee expanded its responsibilities quarter Board fees and reducing its 2020 equity to include oversight of environmental, social and retainer. As the industry entered recovery, we eased governance (ESG) initiatives. We remain committed cost measures in a prudent and appropriate manner. to creating and maintaining an ethical, inclusive and Capital Allocation accountable culture at Realogy. The Board continues to thoughtfully consider the best Consistent with best practices, we continue to be a use of our capital and seeks to invest in Realogy’s leader in Board diversity. The Realogy Board growth. We remain committed to deleveraging and comprises 11 directors, 10 of whom are independent opportunistic debt maturity management. In 2020, for purposes of New York Stock Exchange listing Realogy reduced net debt and improved our debt standards. Diversity at the Board level remains a Table of Contents maturity profile, making significant progress on our financial positioning. The Board and I fully support Ryan and his team as they continue to execute on Realogy’s long-term strategic priorities, and we are confident they will deliver long-term value to our shareholders. On behalf of your Board of Directors, thank you for your continued investment in Realogy. We appreciate the opportunity to serve the Company on your behalf. Sincerely,

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