DEF 14A of Rocket Companies, Inc.
Filed Apr 26, 2024 · FY20230001104659-24-053020
PROPOSAL 1 – Election Of Class I Directors
PROPOSAL 1 – Election Of Class I Directors
PROPOSAL 1 – Election Of Class I Directors
| | Board Recommendation: FOR each nominee | | | Required Vote: Plurality of the votes cast |
PROPOSAL NO. 1 – CLASS I DIRECTOR NOMINEES FOR THREE-YEAR TERMS
PROPOSAL NO. 1 – CLASS I DIRECTOR NOMINEES FOR THREE-YEAR TERMS Upon the unanimous recommendation of our Nominating and Governance Committee, our Board has unanimously nominated and recommends a vote FOR each of the following nominees for election as Class I directors to serve for a three-year term and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.
PROPOSAL NO. 1 – CLASS I DIRECTOR NOMINEES FOR THREE-YEAR TERMS
| | B I L L E M E R S O N Age: 61 Director Since: February 2023 Independent: No Committee(s): None Primary Occupation: President and Chief Operating Officer of the Company Current Service On Other Public Company Boards: None |
PROPOSAL NO. 1 – CLASS I DIRECTOR NOMINEES FOR THREE-YEAR TERMS
| | J E N N I F E R G I L B E R T Age: 55 Director Since: March 2020 Independent: No Committee(s): Nominating and Governance Primary Occupation: Founder and Creative Director of POPHOUSE Current Service On Other Public Company Boards: None |
PROPOSAL NO. 1 – CLASS I DIRECTOR NOMINEES FOR THREE-YEAR TERMS
| | J O N A T H A N M A R I N E R Age: 69 Director Since: March 2020 Independent: Yes Committee(s): Audit (Chair), Compensation Primary Occupation: Founder and President of TaxDay Current Service On Other Public Company Boards: Five9, Inc. (Nasdaq: FIVN), Tyson Foods, Inc. (NYSE: TSN) |
PROPOSAL NO. 1 – CLASS I DIRECTOR NOMINEES FOR THREE-YEAR TERMS
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PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS
PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS Upon the unanimous recommendation of our Nominating and Governance Committee, our Board has unanimously nominated directors Bill Emerson, Jennifer Gilbert and Jonathan Mariner for election as Class I directors at the annual meeting for new three-year terms, each to serve until the 2027 annual meeting of stockholders and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.
OUR BOARD
OUR BOARD In accordance with our Certificate of Incorporation and bylaws, the number of directors on our Board will be determined from time to time by our Board. Our Certificate of Incorporation provides that our Board is divided into three classes of directors, with staggered three-year terms. One-third of our Board will be elected each year. Information regarding each director nominee and continuing director is set forth below as of April 22, 2024. As detailed further in this proxy statement, our Board, including the three director nominees, reflects a broad array of knowledge, experience, skills, backgrounds and other attributes, including diversity.
OUR BOARD
| CLASS I Terms Expiring in 2024 | CLASS II Terms Expiring in 2025 | CLASS III Terms Expiring in 2026 | | | | | | BILL EMERSON | DAN GILBERT | VARUN KRISHNA | | | | | | JENNIFER GILBERT | ALASTAIR (ALEX) RAMPELL | MATTHEW RIZIK | | | | | | JONATHAN MARINER | NANCY TELLEM | SUZANNE SHANK |
OUR BOARD
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CLASS I DIRECTORS WITH TERMS EXPIRING IN 2024
CLASS I DIRECTORS WITH TERMS EXPIRING IN 2024
CLASS I DIRECTORS WITH TERMS EXPIRING IN 2024
| | BILL EMERSON, President and Chief Operating Officer, Director Age: 61 Director Since: February 2023 | | | Bill Emerson is a member of our Board, and serves as our President and Chief Operating Officer since September 5, 2023. In these executive positions, Bill oversees the day-to-day operations of the business, focusing on strategic planning and leveraging synergies among various operational teams at the Company. He served as our Interim Chief Executive Officer from June 1, 2023 to September 4, 2023. Bill was previously Vice Chairman of Rock Holdings, Inc., a position he held from February 2017 until May 2023, and he served in a leadership role at Bedrock from July 2020 until February 2023. In both roles, he was responsible for leadership, growth and development of culture. From 2002 to 2017, Bill was Chief Executive Officer of Rocket Mortgage, the Company’s flagship business, a position he held for 15 years. Bill is a member of the board of directors of Xenith, Inc., a football helmet company dedicated to advancing safety through innovation and education; the United Way of Southeast Michigan; Detroit Economic Club; Detroit Sports Organizing Committee; Housing Policy Council; Rocket Giving Fund; The Parade Company; the Detroit Children’s Fund and the Skillman Foundation. Bill earned a Bachelor’s degree in business from Penn State University. Bill’s extensive leadership roles in our key businesses for many years gives him a unique understanding of our business, culture and history through many economic cycles, which is particularly critical given recent executive transitions and the current macroeconomic challenges. His senior leadership experience also provides our Board with valuable perspective in significant areas of oversight such as long-term strategy, budgeting, risk management, human capital management and succession planning. Favorite ISM: You’ll See It When You Believe It. |
CLASS I DIRECTORS WITH TERMS EXPIRING IN 2024
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CLASS I DIRECTORS WITH TERMS EXPIRING IN 2024, CONTINUED
CLASS I DIRECTORS WITH TERMS EXPIRING IN 2024, CONTINUED
CLASS I DIRECTORS WITH TERMS EXPIRING IN 2024, CONTINUED
| | JENNIFER GILBERT, Director Age: 55 Director Since: March 2020 Committee Memberships: Nominating and Governance | | | Jennifer Gilbert is a member of our Board. Jennifer is the wife of Dan Gilbert. Jennifer has been a director of RHI since 2019 and currently serves as a board member of ROCK and the Gilbert Family Foundation. With more than 20 years of experience in interior design, Jennifer Gilbert has evolved her expertise to serve as the Founder and Creative Director of Detroit-based POPHOUSE, a commercial design firm specializing in utilizing data and industry research to provide cutting-edge workplaces for clients across a broad spectrum of industries since 2013. Jennifer also founded Amber Engine in 2015, a Detroit-based home furnishings services and solutions technology company. Amber Engine’s mission is to provide the most accurate, complete and timely record of product data for the $275 billion home furnishings industry through its easy-to-use, flexible and affordable cloud-based SaaS solutions. Amber Engine was sold to Material Bank in March 2022. Prior to Amber Engine, Jennifer founded Doodle Home, a digital platform for residential interior designers. Doodle Home was sold to Dering Hall in 2015. Jennifer is active with a number of non-profits focused on the arts, Jewish causes and finding a cure for neurofibromatosis (NF). She is President of NF Forward, Chair of the Cranbrook Academy of Art Board of Governors and serves on the board of the Detroit Institute of Arts. Jennifer founded the Detroit Art Collection to beautify and inspire public spaces and structures in downtown Detroit with sculptural and mixed media works from local, as well as national artists, galleries and dealers. Jennifer earned her Bachelor of Arts in Interior Design at Michigan State University. As a founder of companies focused on delivering a strong client experience surrounding data, research and technology-driven solutions, Jennifer contributes to our Board her significant business and leadership experience in the areas of innovation and technology, entrepreneurship and strategic thinking and client experience. Further, her commitment to notable non-profit businesses serving key community needs provides her insight to the key drivers and importance of culture, sustainability and human capital. Favorite ISM: Every Client. Every Time. |
CLASS I DIRECTORS WITH TERMS EXPIRING IN 2024, CONTINUED
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CLASS I DIRECTORS WITH TERMS EXPIRING IN 2024, CONTINUED
CLASS I DIRECTORS WITH TERMS EXPIRING IN 2024, CONTINUED
CLASS I DIRECTORS WITH TERMS EXPIRING IN 2024, CONTINUED
| | JONATHAN MARINER, Director (Independent) Age: 69 Director Since: March 2020 Committee Memberships: Audit (Chair), Compensation Public Company Boards: Current • Five9, Inc. (since 2023; Nasdaq: FIVN), a provider of cloud contact centers + Audit (Member) • Tyson Foods, Inc. (since 2019; NYSE: TSN), a global food company + Audit (Chair) Last Five Years • Enjoy Technology, Inc. (2021 to 2022; a public company through July 2022; Nasdaq: ENJY), an eCommerce company | | | Jonathan Mariner is a member of our Board. Jonathan has served as the Founder and President of TaxDay, LLC, a mobile residency tax tracking application, since April 2016. Jonathan previously served in various roles for Legacy EJY, Inc. (formerly known as Enjoy Technology, Inc.), an operator of mobile retail stores that went public in 2021, including as a member of the board of directors (from December 2020 to September 2022), Chief Administrative Officer (from December 2020 to September 2022), and Chief People Officer (from February 2021 to January 2022). On June 30, 2022, Enjoy filed voluntary petitions under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. He also served in executive leadership roles at Major League Baseball, including as Chief Investment Officer from January 2015 to May 2016 and as Executive Vice President and Chief Financial Officer from March 2002 to December 2014, and as Interim Head of Regional Sports Networks for The Walt Disney Company in 2019 prior to their sale to Sinclair Broadcasting. Prior to his position at Major League Baseball, he was the Chief Financial Officer for the Florida Marlins Baseball Club, Florida Panthers Hockey Club and Dolphins Stadium. He has served as a board member of Tyson Foods, Inc. since May 2019 and Five9, Inc. since May 2023, and various other private companies and organizations, including McGraw-Hill Education since 2016 and IEX Group, Inc. since 2016. He previously served as a board member of Ultimate Software Group Inc. and FM Global Insurance, Inc. Jonathan earned a Bachelor’s degree from the University of Virginia and a Master’s degree in Business Administration from the Harvard Business School. He was previously a certified public accountant. Through his numerous executive roles and as a former CPA, Jonathan contributes to our Board with significant leadership experience in finance, investments, human capital, compliance, accounting and strategy. Further, through his experience at Enjoy Technology and as founder of a software company, he also has experience in technology, client development and user experience, and industry disruptive innovation. Jonathan’s ongoing service as a director of other public company boards also provides critical knowledge on key oversight functions. Our Board has determined that he qualifies as an audit committee financial expert under SEC rules, providing the basis for his critical leadership as our Audit Committee Chair. Favorite ISM: We’ll Figure It Out. |
CLASS I DIRECTORS WITH TERMS EXPIRING IN 2024, CONTINUED
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CLASS II DIRECTORS WITH TERMS EXPIRING IN 2025
CLASS II DIRECTORS WITH TERMS EXPIRING IN 2025
CLASS II DIRECTORS WITH TERMS EXPIRING IN 2025
| | DAN GILBERT, Chairman of our Board Age: 62 Director and Chairman Since: March 2020 Chairman of Rocket Mortgage Since: 1985 | | | Dan Gilbert is the Chairman of our Board. Dan is the founder of Rocket Mortgage, where he is currently a manager and served as Chairman of the board of directors from 1985 to 2020. He also served as the Chief Executive Officer of Rocket Mortgage from 1985 to 2002. Dan is the majority owner of RHI, and the Chairman of its board of directors, a position he has held since 2002. Dan was appointed as CEO and President of RHI in March 2023, and Dan also serves in officer and director roles for certain RHI affiliates. Dan is also the majority owner of the NBA Cleveland Cavaliers basketball team and the operator of the Rocket Mortgage Fieldhouse in Cleveland, Ohio. Furthermore, he is the Chairman of ROCK and majority shareholder and founder of the real estate investment firm Bedrock, which has invested and committed billions to acquiring and developing more than 100 properties, including new construction of ground up developments in downtown Detroit and Cleveland, and totaling more than 18 million square feet in Detroit’s downtown urban core. In February 2016, Dan co-founded Detroit-based StockX, the world’s first “stock market of things,” combining the visible, liquid, anonymous, and transparent benefits of a stock market with the online consumer secondary market. Dan serves on the boards of the Cleveland Clinic and the Children’s Tumor Foundation. In 2015, Dan and Jennifer Gilbert established the Gilbert Family Foundation and in 2017, formed NF Forward to fund cutting-edge research dedicated to finding a cure for neurofibromatosis (NF). Dan earned his Bachelor’s degree from Michigan State University and his law degree from Wayne State University. As our founder and Chairman and a national leader in the mortgage industry, Dan has provided us with critical leadership during our entire 39-year history, including his service as Chief Executive Officer from 1985 until 2002. In that role, he pioneered the digitization of mortgages in America, revolutionized the mortgage industry, and created our ISMs as the guiding principles and philosophy for our team members, which continue to define our corporate culture as well as fundamental corporate strategies and innovation. Our Board also benefits from his in-depth industry knowledge and significant relationships with key business partners and national business leaders. Favorite ISM: Always Raising Our Level Of Awareness. |
CLASS II DIRECTORS WITH TERMS EXPIRING IN 2025
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CLASS II DIRECTORS WITH TERMS EXPIRING IN 2025, CONTINUED
CLASS II DIRECTORS WITH TERMS EXPIRING IN 2025, CONTINUED
CLASS II DIRECTORS WITH TERMS EXPIRING IN 2025, CONTINUED
| | ALASTAIR (ALEX) RAMPELL, Director (Independent) Age: 42 Director Since: February 2024 Public Company Boards: Current • Wise Ltd. (since 2021; LSE: WISE.L), a UK-based foreign exchange financial technology company | | | Alex Rampell is a member of our Board. Alex has been a General Partner at Andreessen Horowitz, where he focuses on financial services, since October 2015. Alex serves on the boards of several Andreessen Horowitz portfolio companies and has led a number of Andreessen Horowitz’s investments. Prior to joining Andreessen Horowitz, Alex co-founded multiple companies including Affirm, FraudEliminator, Point, TrialPay, TXN, and Yub. He currently is a member of the board of directors of Wise, Ltd., a position he has held since 2021, and from 2015 to 2017, he was a member of the board of directors of KCG Holdings, Inc. He holds a Bachelor’s degree in Applied Mathematics and Computer Science from Harvard University. Alex is one of the world’s experts on artificial intelligence and provides a unique perspective on the intersection of technology, finance and emerging trends. Alex contributes his senior leadership and private board experience and financial services expertise to our Board from his service to the portfolio companies of Andreessen Horowitz, as well as his prior serial entrepreneurship, including co-founding many tech-driven financial companies. Alex also has significant expertise in business strategy, emerging trends, innovation and technology, including responsible use of artificial intelligence, and corporate governance. He also has public company experience with a foreign-listed company. Favorite ISM: Obsessed With Finding A Better Way. |
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CLASS II DIRECTORS WITH TERMS EXPIRING IN 2025, CONTINUED
CLASS II DIRECTORS WITH TERMS EXPIRING IN 2025, CONTINUED
CLASS II DIRECTORS WITH TERMS EXPIRING IN 2025, CONTINUED
| | NANCY TELLEM, Director (Independent) Age: 71 Director Since: August 2020 Committee Memberships: Audit, Compensation Public Company Boards: Current • TKO Group Holdings, Inc. (since 2023; NYSE: TKO), a premium sports and entertainment company + Audit (Member) Last Five Years • Nielsen Holdings plc. (2019 to 2022; NYSE: NLSN), a global measurement and data analytics company + Nominating and Governance (Chair), Compensation (Member) • Gores Guggenheim, Inc. (2021 to 2023; Nasdaq; GGPI), a blank check company, or a SPAC + Audit (Member), Compensation (Member) • UTA Acquisition Corporation (2021 to 2023; Nasdaq; UTAA), a blank check company, or a SPAC + Audit (Member), Compensation (Member) | | | Nancy Tellem is a member of our Board. Nancy is the Executive Chairperson of Eko, a media network that reimagines storytelling by using proprietary technology to create interactive stories that respond and leverage the interactive nature of today’s media devices. Nancy has held this role since 2014. Nancy holds board and advisory positions at numerous digital and media-related companies, including Eko, League Apps, Basblue, All City Network and Sipur Studios and is a board member of Cranbrook Art Academy and Museum, the Detroit Symphony Orchestra and the Detroit Riverfront Conservancy. Nancy also is a director of TKO Group Holdings, Inc., and previously served as a director of Gores Guggenheim, Inc., UTA Acquisition Corporation, Nielsen Holdings, Metro-Goldwyn-Mayer and Struum. Nancy previously has held executive positions at several leading entertainment companies, including Xbox Entertainment Studios, CBS, and Warner Brothers. Nancy earned a Bachelor’s degree from University of California, Berkeley, and a J.D. degree from UC Hastings College of the Law. Having served in numerous executive leadership roles at prominent digital, entertainment and media-related companies, Nancy contributes to our Board her significant experience in business strategy, game-changing innovation and technology, insights on culture and branding, as well as accounting and finance expertise. Nancy also has public company board experience, from which she contributes significant knowledge on key oversight functions. Our Board has determined that she qualifies as an audit committee financial expert under SEC rules. Favorite ISM: Numbers And Money Follow; They Do Not Lead. |
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CLASS III DIRECTORS WITH TERMS EXPIRING IN 2026
CLASS III DIRECTORS WITH TERMS EXPIRING IN 2026
CLASS III DIRECTORS WITH TERMS EXPIRING IN 2026
| | VARUN KRISHNA, Chief Executive Officer, Director Age: 42 Director Since: December 2023 | | | Varun Krishna is our Chief Executive Officer. Varun has held this position since September 2023. Varun is responsible for overseeing the strategy for the business and how its brands and products work together as an ecosystem. Additionally, as Chief Executive Officer of Rocket Mortgage, he is responsible for the vision and day-to-day operations of the nation’s largest and most innovative retail mortgage company. He previously was Executive Vice President and General Manager of Intuit Inc.’s Consumer Group from May 2022 to September 2023, holding the positions of Senior Vice President and General Manager of Growth Products and Senior Vice President and General Manager of Mint, from February 2022 and January 2020, respectively. He joined Intuit in September 2015 as Vice President of Product for Intuit’s TurboTax business unit and became Senior Vice President of Product for TurboTax and Mint in August 2019. At Intuit, Varun was responsible for overseeing the organization’s end-to-end suite of consumer and tax products and services, including TurboTax and TurboTax Live. Prior to Intuit, Varun held executive positions at PayPal, Groupon, and BetterWorks after spending some of his early career at Microsoft overseeing a variety of product lines and features. Varun holds a Bachelor’s degree in Computer Engineering from the University of Waterloo in Canada. Varun contributes his significant executive leadership experience and business acumen gained within the fintech industry to our Board, while also providing his unique insights as our Chief Executive Officer. Varun’s proven track record of strategically and entrepreneurially growing product lines that provide excellent client services, coupled with his vision to innovatively deploy technology, makes him an asset to the Board. Favorite ISM: Obsessed With Finding A Better Way. |
CLASS III DIRECTORS WITH TERMS EXPIRING IN 2026
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CLASS III DIRECTORS WITH TERMS EXPIRING IN 2026, CONTINUED
CLASS III DIRECTORS WITH TERMS EXPIRING IN 2026, CONTINUED
CLASS III DIRECTORS WITH TERMS EXPIRING IN 2026, CONTINUED
| | MATTHEW RIZIK, Director Age: 69 Director Since: March 2020 Committee Memberships: Compensation (Chair), Nominating and Governance (Chair) | | | Matthew Rizik is a member of our Board. Matthew is also a director of RHI. Matthew joined RHI in 2012 as the Chief Tax Officer and is currently Treasurer, Chief Financial Officer and Chief Tax Officer. In February 2023, Matthew was appointed as the Chief Executive Officer of ROCK. Prior to joining RHI, Matthew was a tax partner with PricewaterhouseCoopers LLP in Detroit, where he had over 31 years of experience serving Fortune 500 public companies. Matthew currently serves as a board member of ROCK, Bedrock, Rocket Mortgage, the Cleveland Cavaliers, the Motown Museum Legacy Council, City Year, Gilbert Family Foundation, Rocket Giving Fund and NF Forward. Matthew earned a Bachelor’s degree in Accounting and a Master’s degree in Business Administration from Michigan State University. Matthew is qualified to serve as a member of our Board due to his significant senior leadership experience in the areas of accounting and tax. As Chief Financial Officer of RHI with prior experience serving prominent companies in the banking and mortgage industries, his significant knowledge and experience brings important perspective on our business strategy, operating structure, operations and general industry conditions. Favorite ISM: You’ll See It When You Believe It. |
CLASS III DIRECTORS WITH TERMS EXPIRING IN 2026, CONTINUED
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CLASS III DIRECTORS WITH TERMS EXPIRING IN 2026, CONTINUED
CLASS III DIRECTORS WITH TERMS EXPIRING IN 2026, CONTINUED
CLASS III DIRECTORS WITH TERMS EXPIRING IN 2026, CONTINUED
| | SUZANNE SHANK, Director (Independent) Age: 62 Director Since: August 2020 Committee Memberships: Audit, Nominating and Governance Public Company Boards: Current • CMS Energy and Consumer’s Energy (since 2019; NYSE: CMS), an electric and natural gas utility provider + Audit (Member), Finance (Member) • White Mountains Insurance Group Ltd. (since 2021; NYSE: WTM), a Bermuda company engaged in the business of making acquisitions in the insurance, financial services and related sectors + Finance (Member), Compensation and Nominating and Governance (Member) Last Five Years • American Virtual Cloud Technologies (2017 to 2020; Nasdaq: AVCT), a blank check company, or a SPAC + Audit (Member), Nominating (Member) | | | Suzanne Shank is a member of our Board. Suzanne is the President, CEO and co-founder of Siebert Williams Shank & Co., LLC, a full-service investment banking firm offering debt and equity origination services to a wide range of Fortune 500 companies and debt underwriting for municipal clients nationally. She has held this role since 2019. Previously, Suzanne was Chairperson and CEO of Siebert Cisneros Shank & Co., L.L.C., a firm which she co-founded in 1996. Suzanne currently serves as a board member of CMS Energy and Consumers Energy as well as White Mountains Insurance Group Ltd., and also serves on private company boards of the Kresge Foundation, the Skillman Foundation, the Detroit Regional Chamber (Executive Committee), Global Citizen, the Wharton Graduate Board of Trustees, Partnership for New York City, and the Spelman College Board of Trustees. She formerly served on the board of SIFMA, the SEC’s Fixed Income Market Structure Advisory Committee, the Municipal Securities Rulemaking Board and the Bipartisan Policy Center’s CEO Council on Infrastructure. Suzanne earned a Bachelor’s degree in Civil Engineering from the Georgia Institute of Technology and a Master’s degree in Business Administration from the Wharton School, University of Pennsylvania. Suzanne’s senior leadership experience in the financial services industry is of particular importance to our Board given the Company’s new public company status. Further, her experience as a current and former director of other public companies provides our Board with an important perspective on many fundamental areas of oversight, including governance, finance, accounting, stockholder engagement and risk management. Our Board has determined that she qualifies as an audit committee financial expert under SEC rules. Favorite ISM: Do The Right Thing. |
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2023 DIRECTOR COMPENSATION TABLE
2023 DIRECTOR COMPENSATION TABLE The table below sets forth the compensation of our directors in 2023, excluding Bill and Varun, whose compensation for their services as executive officers is covered in the Summary Compensation Table. Equity award amounts are based on grant date fair values and do not represent the actual value that will be received by each individual from the awards.
2023 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned Or Paid In Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Dan Gilbert | — | — | — | — | | Jennifer Gilbert | — | — | — | — | | Jonathan Mariner | 101,970 | 214,999 | — | 316,969 | | Matthew Rizik(3) | — | — | — | — | | Suzanne Shank | 90,728 | 214,999 | — | 305,727 | | Nancy Tellem | 98,220 | 214,999 | — | 313,219 |
2023 DIRECTOR COMPENSATION TABLE
(1) Reflects annual cash retainer and fees for Board Committee and Board Committee chairperson service, including pro rata portion of fees for prior and revised programs. (2) Reflects the grant date fair value of RSU awards granted under our 2020 Omnibus Incentive Plan in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation, disregarding the effect of estimated forfeitures (“ASC Topic 718”). The grant date fair value is calculated as of the closing price of our Class A common stock as quoted on NYSE on the grant date, multiplied by the number of shares subject to the award. (3) Matthew is a member of RHI’s board and is an executive of RHI, as well as serving Chief Executive Officer of ROCK, and therefore does not receive compensation for services as a director of the Company in accordance with our policy. However, he receives compensation from his consulting services to the Company and Holdings. See “Certain Relationships and Related Person Transactions – Related Person Transactions – Other Transactions.” At December 31, 2023, Jonathan, Suzanne and Nancy each held 23,193 RSUs, and Matthew held 166,925 RSUs and options to purchase 30,801 shares of Class A common stock.
2023 DIRECTOR COMPENSATION TABLE
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WHAT WE DO
| | Use of peer group and benchmarking in making compensation determinations, including annual programs and promotions | | | Active engagement from an independent compensation consultant | | | Robust stock ownership guidelines Compensation | | | Committee oversight to confirm no undue risk in compensation programs | | | Clawback Policy for financial restatements | | | Say-on-pay vote every three years, aligned with stockholder approval of frequency of say-on-pay vote in 2021 | | | Reasonable cash severance and right to acceleration of equity awards upon death, disability, change in control and, for certain executives, upon termination without cause |
WHAT WE DON’T DO
| | No guaranteed bonuses, equity awards or discounted stock options | | | No defined benefit, supplemental executive retirement or nonqualified deferred compensation plans | | | No significant perquisites (excluding new hire matters) | | | No repricing of stock options | | | No excise tax “gross-up” payments |
ELEMENTS OF 2023 NAMED EXECUTIVE OFFICER COMPENSATION PROGRAM
| Compensation Element | Brief Description | Performance/ Vesting Period | Objectives | | Base Salary | Fixed cash compensation | One year | Attract and retain executives Impacted by the talent, skills and competencies of the individual and benchmarking | | Annual Discretionary Cash Bonus | Discretionary variable cash compensation earned based on an assessment of individual and Company performance | One year | Retain and motivate executives by supporting a culture where team members are rewarded for superior individual performance as well as their contributions to Company performance | | Equity Awards | Equity-linked compensation, which vests based on continued service | 2023 RSUs generally vest on each of the first three anniversaries of the grant date | Retain and motivate executives. Drive our long-term strategic business objectives and increase alignment with investors over the long-term RSUs provide full value on grant that serves retention goals | | Benefits And Perquisites | Participation in all broad-based team member health and welfare programs and retirement plans New hire benefits may include reimbursement of initial commuting costs, relocation expenses and certain legal fees | N/A | Aid in retention of executives and attraction of potential candidates in a highly competitive market for talent by providing an overall competitive benefits package |
ELEMENTS OF 2023 NAMED EXECUTIVE OFFICER COMPENSATION PROGRAM
In addition, each of our NEOs is party to an employment agreement that addresses specified compensation matters and, in certain cases, severance and change in control benefits. See “Named Executive Officer Compensation Tables” for additional information on such agreements.
CONTINUATION OF DISCRETIONARY BONUS PROGRAM
CONTINUATION OF DISCRETIONARY BONUS PROGRAM Consistent with our program since 2020, certain of our team members, including our NEOs, participated in our 2023 annual bonus program under which each person was eligible to receive a discretionary cash bonus without pre-set performance goals. Cash bonuses are intended to reward the Company’s financial and operating performance and individual performance generally in the context of our growing and dynamic business. In December 2022, our Compensation Committee determined to maintain target bonuses as a percentage of base salary for our then NEOs, other than Brian, as follows: Tina (50%), Jay (100%) and Bob (100%). Our Compensation Committee determined to increase Brian’s target bonus 75% for 2023 in connection with his recent promotion. The Compensation Committee also established target bonuses as a percentage of base salary in connection with Bill’s promotion (100%) and Varun’s appointment (150%, with a guaranteed payment of the target payout subject to pro-ration for 2023). Our Compensation Committee performed an evaluation of Company and individual performance for 2023. In December 2023, our Compensation Committee determined to pay annual discretionary cash bonuses for our NEOs at 66.67% of their target amounts primarily due to the enhancement of operational efficiency and our increased market share despite the most challenging market in recent history, as well as aligning our operations with our current strategy and mission.
CONTINUATION OF DISCRETIONARY BONUS PROGRAM
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CONTINUATION OF DISCRETIONARY BONUS PROGRAM
The target and earned cash bonus amounts for our NEOs for the 2023 discretionary cash bonus program are set forth below.
CONTINUATION OF DISCRETIONARY BONUS PROGRAM
| Name | Target Bonus ($) | Actual Bonus ($) | | Varun Krishna | 606,164(1) | 606,164 | | Bill Emerson | 351,781(2) | 234,521 | | Brian Brown | 375,000 | 250,000 | | Tina V. John | 225,000 | 150,000 | | Jay Farner | 330,959(3) | — | | Bob Walters | 338,356(3) | — |
CONTINUATION OF DISCRETIONARY BONUS PROGRAM
(1) Reflects prorated target bonus for the portion of 2023 for which Varun served as Chief Executive Officer (from September 5, 2023). (2) Reflects prorated target bonus since he began service as Interim Chief Executive Officer on June 1, 2023 and continued thereafter as President and Chief Operating Officer. (3) Reflects prorated target bonuses for the portion of 2023 for which Jay served as Chief Executive Officer (until June 1, 2023) and the portion of 2023 for which Bob served as President and Chief Operating Officer (until September 5, 2023).
2023 EQUITY AWARDS – CONTINUED ANNUAL PROGRAM, PRIMARILY BASED ON PEER GROUP BENCHMARKING
2023 EQUITY AWARDS – CONTINUED ANNUAL PROGRAM, PRIMARILY BASED ON PEER GROUP BENCHMARKING We use long-term incentives as a component of our NEOs’ compensation by granting RSUs. In March 2023, based on the prior recommendation of our Compensation Committee, our Board approved the following award of RSUs to our then NEOs, with the exception of Jay, which vest in equal installments on each of the first three anniversaries of the grant date. Our Board determined that, due to his announced retirement in June 2023, Jay would not receive an equity award grant in 2023. Grant values were determined based on benchmarking as well as considerations related to their role and responsibilities. In particular, the Board’s equity award grant to Bill in March 2023 was in recognition of his continued service, as well his expected service as Interim Chief Executive Officer in June 2023 following Jay’s retirement and continuing to serve us in another executive role thereafter.
2023 EQUITY AWARDS – CONTINUED ANNUAL PROGRAM, PRIMARILY BASED ON PEER GROUP BENCHMARKING
| Name | Target Grant Value ($) | RSUs (#) | | Bill Emerson | 6,000,000 | 694,444 | | Brian Brown | 2,250,000 | 260,417 | | Tina V. John | 1,750,000 | 202,546 | | Bob Walters | 3,000,000 | 347,242(1) |
2023 EQUITY AWARDS – CONTINUED ANNUAL PROGRAM, PRIMARILY BASED ON PEER GROUP BENCHMARKING
(1) Outstanding equity awards, including these RSUs, held by Bob were forfeited in connection with his retirement in September 2023. All RSUs are credited with dividend equivalent rights that are accrued and paid in cash at settlement following the vesting date. To the extent the RSUs vest, the cash amount paid is equal to the dividends declared per share of our Class A common stock over the vesting period, multiplied by the number of vested RSUs. No dividends are paid on unvested RSUs.
2023 EQUITY AWARDS – CONTINUED ANNUAL PROGRAM, PRIMARILY BASED ON PEER GROUP BENCHMARKING
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ROLE OF INDEPENDENT COMPENSATION CONSULTANT; USE OF MARKET DATA
ROLE OF INDEPENDENT COMPENSATION CONSULTANT; USE OF MARKET DATA
Role of Compensation Consultant
Role of Compensation Consultant For 2023, our Compensation Committee re-engaged Korn Ferry as its independent compensation consultant. Korn Ferry works with our Compensation Committee to review the composition of our compensation peer group, analyze the compensation programs of such peer group, and conduct compensation benchmarking for our NEOs relative to our peer group and general survey data. For 2023, following review with Korn Ferry and management, the Compensation Committee decided to continue the use of the existing peer group without any changes. Our Compensation Committee intends to review and update the peer group periodically and consider any potential new peer group companies based on the following factors:
Role of Compensation Consultant
| revenue criteria 0.25x to 4x | fintech companies | consumer financial products | significant brand presence |
Role of Compensation Consultant
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Role of Compensation Consultant
Based on such considerations, we determined that the following companies were appropriate for purposes of benchmarking evaluating the competitiveness and reasonableness of our 2023 executive officer compensation program.
Role of Compensation Consultant
| Ally Financial Inc. Block, Inc. (f/k/a Square, Inc.) Capital One Financial Corporation Carvana Co. Discover Financial Services eBay Inc. | Expedia Group, Inc. Fidelity National Information Services, Inc. Fiserv, Inc. Interactive Brokers Group, Inc. | Intuit Inc. Mastercard Incorporated OpenDoor Technologies Inc. PayPal Holdings, Inc. PennyMac Financial Services, Inc. | The Charles Schwab Corporation The Progressive Corporation The Western Union Company Visa Inc. Zillow Group, Inc. |
Timing and Pricing of Equity Awards
Timing and Pricing of Equity Awards Our Compensation Committee does not coordinate the timing of equity grants with the release of material non-public information. Our Compensation Committee generally grants equity awards for executive officers on an annual basis in the first quarter of the year based upon a pre-determined schedule approximately a year in advance, and for new hires on an ad hoc basis around the hire date.
2024 COMPENSATION PROGRAM DESIGN
2024 COMPENSATION PROGRAM DESIGN Following a few years of maturing as a public company since our 2020 initial public offering, our Compensation Committee determined it was appropriate to evolve the 2024 NEO compensation program to include objective performance-based components aligned with our business objectives and strategies. In particular, (i) the annual bonus program will be based on the achievement of certain Company-based performance metrics instead of our historical discretionary annual bonus program, and (ii) the long-term incentive program will include a grant comprised of 50% RSUs and 50% PSUs, which vest based on the achievement of Company-based performance metrics and have a 0% to 200% payout opportunity. RSUs have annual pro rata vesting on the grant date anniversary over a three-year period. Earned PSUs will cliff vest on the third anniversary of the grant date.
SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021
SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021 The following table shows the compensation earned by our NEOs for the years ended December 31, 2023, 2022 and 2021 for services to our business, as reflected in our audited financial statements. Equity award amounts are based on grant date fair values and do not represent the actual value that will be received by each individual from the awards. The titles of each NEO in the following table are as of December 31, 2023.
SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Varun Krishna Chief Executive Officer | 2023 | 404,110 | 2,606,164 | — | 435,640 | 3,445,914 | | Bill Emerson President And Chief Operating Officer; Former Interim Chief Executive Officer | 2023 | 478,373 | 234,521 | 5,999,996 | 51,297 | 6,764,187 | | Brian Brown Chief Financial Officer And Treasurer | 2023 | 500,000 | 250,000 | 2,250,003 | 15,297 | 3,015,300 | | | 2022 | 325,000 | 466,500 | 3,044,233 | 5,998 | 3,841,731 | | Tina V. John General Counsel and Secretary | 2023 | 450,000 | 150,000 | 1,749,997 | 2,968 | 2,352,965 | | | 2022 | 261,995 | 45,000 | — | 2,626 | 309,621 | | Jay Farner Former Chief Executive Officer | 2023 | 330,959 | — | — | 3,593 | 334,552 | | | 2022 | 800,000 | — | 8,656,917 | 11,957 | 9,468,874 | | | 2021 | 800,000 | 800,000 | — | 3,475 | 1,603,475 | | Bob Walters Former President And Chief Operating Officer | 2023 | 338,356 | — | 2,999,998 | 5,326 | 3,343,680 | | | 2022 | 500,000 | 2,800 | 3,246,336 | 10,890 | 3,760,026 | | | 2021 | 500,000 | 500,000 | — | 32,324 | 1,032,324 |
SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021
(1) The amount in 2023 reported in this column for Varun reflects his base salary beginning September 5, 2023, which is the effective date of his appointment as Chief Executive Officer. The amount in 2023 reported in this column for Bill reflects his base salary for prior roles with Holdings and certain subsidiaries through June 30, 2023, and his base salary thereafter for service as Interim Chief Executive Officer and then President and Chief Operating Officer. The amounts in 2023 reported in this column for Jay and Bob reflect their base salary through June 1, 2023 and September 5, 2023, respectively, due to their retirements. (2) The amounts in this column for 2023 represent the annual discretionary cash bonus, earned for 2023 and paid in the first quarter of 2024. In addition, for Varun, reflects his one-time signing bonus of $2 million. (3) The dollar values shown reflect the grant date fair value of RSU awards granted under our 2020 Omnibus Incentive Plan in accordance with ASC Topic 718. The grant date fair value is calculated as of the closing price of our Class A common stock as quoted on NYSE on the grant date multiplied by the number of shares subject to the award. The amounts reported in this column for all NEOs for 2023 include Company matching contributions to 401(k) plan accounts, health insurance and certain perquisites and personal benefits (entertainment tickets, security, technology and new hire benefits). The amount reported for Varun in 2023 includes $414,534 for reimbursement of commuting and relocation expenses for 2023 in connection with his hiring. The amount reported for Bill includes $42,722 for home technology-related expenses.
SUMMARY COMPENSATION TABLE FOR 2023, 2022 AND 2021
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GRANTS OF PLAN-BASED AWARDS IN 2023
GRANTS OF PLAN-BASED AWARDS IN 2023 The following table provides information about equity awards granted to our NEOs in 2023. All equity awards were made under the 2020 Omnibus Incentive Plan.
GRANTS OF PLAN-BASED AWARDS IN 2023
| Name | Grant Date | Board Approval Date | All Other Stock Awards: Number Of Shares Of Stock Or Units (#)(1) | Grant Date Fair Value Of Stock Awards ($)(2) | | Bill Emerson | 3/3/2023 | 3/3/2023 | 694,444 | 5,999,996 | | Brian Brown | 3/3/2023 | 3/3/2023 | 260,417 | 2,250,003 | | Tina V. John | 3/3/2023 | 3/3/2023 | 202,546 | 1,749,997 | | Bob Walters | 3/3/2023 | 3/3/2023 | 347,222 | 2,999,998 |
GRANTS OF PLAN-BASED AWARDS IN 2023
(1) Represents grants of RSUs that vest in three equal installments on each of the first three anniversaries of the grant date. The grant date fair value per share was $8.64 on March 3, 2023 (the closing price per share of the Company’s Class A common stock on the NYSE on such date).
GRANTS OF PLAN-BASED AWARDS IN 2023
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NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 The following table provides information about the outstanding Company equity awards held by our NEOs as of December 31, 2023. Varun’s initial equity awards were granted by the Company in connection with the annual equity awards in 2024. Jay and Bob retired as of June 1, 2023 and September 5, 2023, respectively. In accordance with their employment agreements, Jay and Bob forfeited all outstanding equity awards, including unvested dividend equivalents, as of their respective retirement dates in 2023; provided, all outstanding and vested stock options remained exercisable for 90 days following their respective retirement dates; however, neither Jay nor Bob exercised any stock options during that period.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number Of Securities Underlying Unexercised Options Exercisable (#) | Number Of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number Of Shares Or Units Of Stock That Have Not Vested (#) | Market Value Of Shares Or Units Of Stock That Have Not Vested ($)(3) | | Bill Emerson | 3/3/2023(2) | — | — | — | — | 694,444 | 10,055,549 | | | 3/7/2022(2) | — | — | — | — | 12,195 | 188,901 | | | 8/5/2020(1) | 38,501 | — | 18.00 | 8/5/2030 | — | — | | Brian Brown | 3/3/2023(2) | — | — | — | — | 260,417 | 3,770,838 | | | 3/7/2022(2) | — | — | — | — | 108,402 | 1,679,146 | | | 8/5/2020(1) | 92,402 | — | 18.00 | 8/5/2030 | — | — | | Tina V. John | 3/3/2023(2) | — | — | — | — | 202,546 | 2,932,866 |
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
(1) These stock option awards vested as to 33.33% on the first anniversary of the grant date and monthly thereafter over the next 24 months, subject to such person’s employment continuing on such applicable vesting dates. (2) Each of these RSU awards vests in three equal installments on each of the first three anniversaries of the grant date, subject to such person’s employment continuing on such applicable vesting dates. Represents the sum of (a) the product of (i) $14.48 (which was the closing price of the Company’s Class A common stock on the NYSE on December 29, 2023, the last trading day of 2023) and (ii) the number of shares of Class A common stock underlying the RSUs, and (b) the cash dividend equivalents related to such RSUs, as applicable. As of December 31, 2023, the NEOs had earned dividend equivalents on outstanding unvested RSUs from 2022 awards in the following amounts: Bill, $12,317 and Brian, $109,485.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023
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OPTION EXERCISES AND STOCK VESTED IN 2023
OPTION EXERCISES AND STOCK VESTED IN 2023 The following table sets forth information regarding the value realized by each of our NEOs on the vesting of stock awards in 2023. The number of shares acquired and the value realized for each award excludes the payment of any fees, commissions or taxes. In 2023, no stock options were exercised by our NEOs.
OPTION EXERCISES AND STOCK VESTED IN 2023
| Name | Number Of Shares Acquired On Vesting (#) | Value Realized On Vesting ($)(1) | | Bill Emerson | 16,515 | 194,892 | | Brian Brown | 165,946 | 1,474,363 | | Tina V. John | 3,704 | 49,263 | | Jay Farner | 216,802 | 2,003,250 | | Bob Walters | 206,301 | 2,413,721 |
OPTION EXERCISES AND STOCK VESTED IN 2023
Based on the number of RSUs vested multiplied by the closing price of the Company’s Class A common stock on the NYSE on the vesting date, plus the amount of dividend equivalent rights attached to the RSUs (which were payable in cash at the time the vested RSUs were settled).
OPTION EXERCISES AND STOCK VESTED IN 2023
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POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL OF THE COMPANY
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL OF THE COMPANY
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance of the Company is required by Item 402(v) of Regulation S-K. The disclosure in this “Pay Versus Performance” section does not reflect our Compensation Committee’s process for compensation setting and should be read in connection with the “Compensation Discussion And Analysis” section of this proxy statement, which contains important information regarding our compensation philosophy, objectives and design, compensation-setting process and NEO compensation program components. The SEC-defined CAP data set forth in the table below also does not reflect amounts actually realized by our NEOs, and our Compensation Committee has not used or considered CAP previously in establishing the NEO compensation program. A significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the reporting year. These unvested awards remain subject to forfeiture conditions and possible future declines in value based on changes in our stock price during the vesting period. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest.
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
| Year | Summary Compensation Table Total For PEO (Jay) ($)(1) | Compensation Actually Paid To PEO (Jay) ($)(2) | Summary Compensation Table Total For PEO (Bill) ($)(1) | Compensation Actually Paid To PEO (Bill) ($)(2) | Summary Compensation Table Total For PEO (Varun) ($)(1) | Compensation Actually Paid To PEO (Varun) ($)(2) | Average Summary Compensation Table Total For Non-PEO NEOs ($)(3) | Average Compensation Actually Paid To Non-PEO NEOs ($)(4) | Value Of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (Millions) ($)(7) | | | | | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | 2023 | 334,552 | (5,659,619) | 6,764,187 | 10,972,355 | 3,445,914 | 3,445,914 | 2,903,982 | 2,905,006 | 76 | 58 | (390) | | 2022 | 9,468,874 | 2,137,238 | — | — | — | — | 2,505,493 | 684,915 | 37 | 72 | 700 | | 2021 | 1,603,475 | (5,046,699) | — | — | — | — | 863,279 | (1,418,642) | 68 | 64 | 6,100 | | 2020 | 51,727,166 | 56,595,857 | — | — | — | — | 8,044,681 | 9,715,309 | 94 | 177 | 9,400 |
PAY VERSUS PERFORMANCE TABLE
(1) The amounts reported in this column represent the amounts reported in the “Total” column of the Summary Compensation Table for each of Jay, Bill and Varun for the years in which they served as PEO. For the years reported in the table, Jay was our PEO from 2020 to June 2023, Bill was our PEO from June 2023 to September 2023, and Varun was our PEO from September 2023 to December 2023. (2) The amounts reported in this column represent CAP for each of Jay, Bill and Varun for the years in which they served as PEO as required by Item 402(v) of Regulation S-K. The reported amounts do not reflect the actual compensation earned by or paid to Jay, Bill or Varun during any applicable year. To determine CAP, the adjustments below were made to Jay’s, Bill’s and Varun’s total compensation, as applicable. Defined benefit and actuarial pension plan adjustments were not relevant for any applicable year.
PAY VERSUS PERFORMANCE TABLE
| Year | Reported Summary Compensation Table Total For PEO ($) | Reported Value Of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid To PEO ($) | | Jay Farner | | | | | | 2023 | 334,552 | — | (6,004,171) | (5,659,619) | | 2022 | 9,468,874 | (8,656,917) | 1,325,281 | 2,137,238 | | 2021 | 1,603,475 | — | (6,650,174) | (5,046,699) | | 2020 | 51,727,166 | (20,400,000) | 25,268,691 | 56,595,857 | | Bill Emerson | | | | | | 2023 | 6,764,187 | (5,999,996) | 10,208,164 | 10,972,355 | | Varun Krishna | | | | | | 2023 | 3,445,914 | — | — | 3,445,914 |
ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE Our Compensation Committee believes that our NEO compensation program is designed to give equity stakes, motivate our NEOs to achieve or exceed discretionary objectives and reward them for their achievements when those objectives are met through the use of a discretionary cash bonus program and equity awards. Our Compensation Committee has not used or considered CAP previously in establishing the NEO compensation program. The Company is providing the following graphs of the relationships between the information presented in the Pay Versus Performance Table in accordance with Item 402(v) of Regulation S-K. CAP for our PEO and other NEOs were significantly impacted by our equity grant practices to such persons – in 2020, there were significant IPO-related equity awards; in 2021, there were no equity awards; in 2022, there were our initial annual equity awards of RSUs; and in 2023, we continued the use of the RSU equity awards program.
ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE
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CEO PAY RATIO
CEO PAY RATIO We are required to calculate and disclose the annual total compensation paid to our median employee, as well as the ratio of the annual total compensation paid to the median employee as compared to the annual total compensation paid to our CEO. The following describes our methodology for identifying and calculating the total compensation paid to our median employee and the resulting CEO pay ratio and supplemental CEO pay ratio.
PAY RATIO
PAY RATIO After applying the methodology described below, we concluded that our median employee in 2023 worked in Capital Markets at Rocket Mortgage with 2023 annual total compensation of $90,236. The median employee’s compensation was calculated in the same manner used to calculate Varun’s compensation in the Summary Compensation Table. Varun’s annual total compensation was $5,570,016 for purposes of the CEO pay ratio in 2023, which reflects the amount reported in the Summary Compensation Table on an annualized basis using the methodology further described below. Based on such annualized amount, our 2023 CEO to median employee pay ratio was 62:1. In addition, we believe that a supplemental calculation of Varun’s annual total compensation in 2023 provides a more accurate presentation of his expected reportable compensation in future years. The supplemental calculation utilizes Varun’s annualized total compensation for 2023 as presented above, with the following additional adjustments. Because Varun’s one-time signing bonus was intended to compensate Varun for foregoing the equity award he would have received at his prior employer, in our supplemental calculation, such signing bonus reported in the Summary Compensation Table was removed. We then added an assumed annual equity grant as if he were CEO for the full fiscal year; specifically, we utilized the target grant value from his initial annual equity grant in 2024 and calculated a grant date fair value as if it was issued on March 3, 2023, the grant date of annual awards to other NEOs, and used the same methodology that we used for annual RSU awards in 2023. While Varun’s actual 2024 annual equity grant included a portion of PSUs, we have assumed solely an RSU grant for the supplemental CEO pay ratio in 2023 since other NEOs received solely RSUs for their annual equity awards in 2023. Varun’s annual total compensation was $20,012,662 for purposes of the supplemental CEO pay ratio in 2023. Based on this supplemental calculation of Varun’s annual total compensation, our 2023 supplemental CEO to median employee pay ratio was 222:1. This information is being provided for compliance purposes only. Neither our Compensation Committee nor management of the Company used these pay ratios in making compensation decisions for 2023. These pay ratios are a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described herein. Our pay ratios may not be comparable to the pay ratios of other companies because the SEC rules permit a variety of methodologies, estimates, adjustments and assumptions.