The co-founder of RE/MAX violated the company’s ethics code by loaning millions of dollars to the company’s then-COO, according to the results of an internal investigation by a special committee consisting of independent directors.
The investigation addressed previously undisclosed transactions involving a loan of more than $2.3 million in personal funds from then-CEO David Liniger to then-COO Adam Contos, as well as cash and gifts from David and Gail Liniger to Contos and others.
With the assistance of external counsel, the special committee conducted a complete and independent investigation. The committee’s investigation did not identify any matters requiring adjustments to the company’s previously issued financial statements.
“Although the loan, gifts and other transactions between the Linigers and Adam Contos did not involve use of any corporate funds, the special committee concluded that these transactions created an actual or apparent conflict of interest” Dick Covey, a former NASA astronaut who is now RE/MAX’s lead independent director, said in a statement. “This, and the non-disclosure of these personal transactions to the company, violated company policies. The board accepts that this nondisclosure was unintentional, and Adam has committed to repay the loan as promptly as possible.”
The special committee also identified instances of noncompliance with other company policies related to workplace conduct, which were limited to Liniger’s actions and did not extend to other members of the RE/MAX leadership team.
After co-founding and leading the company for 45 years, Liniger completed the transition out of his position as co-CEO of RE/MAX on Feb. 14, 2018. Contos was appointed co-CEO in May 2017 as part of the board’s planned leadership succession process and now serves as sole CEO of RE/MAX Holdings. Covey continued, “The board looks forward to working with Adam and his senior leadership team to continue to build on RE/MAX’s strong foundation and lead RE/MAX into its next chapter.”
Liniger will continue to serve on the board in the role of non-executive chairman and provide his insights and experience on the real estate industry and the company’s business. The board has also broadened the scope of Covey’s responsibilities as lead independent director.
As a result of the investigation, the board and senior leadership will implement remedial measures in the weeks and months ahead. These include enhanced corporate policies and practices related to gifts, loans, conflicts of interest and workplace conduct, and the reporting of such matters, and enhanced training on the responsibilities of officers and leaders related to these items.
