DEF 14A of Opendoor Technologies Inc., Apr 24, 2024

DEF 14A of Opendoor Technologies Inc.

Filed Apr 24, 2024 · FY20230001140361-24-021743

Open on EDGAR

  1. 410 N. Scottsdale Road, Suite 1600

    | IX | EXECUTIVE COMPENSATION TABLES | 44 | | | Summary Compensation Table | 44 | | | 2023 Grants of Plan-Based Awards | 45 | | | Outstanding Equity Awards at 2023 Fiscal Year End | 46 | | | Option Exercises and Stock Vested in 2023 | 47 | | | Potential Payments Upon Termination or Change in Control | 48 | | | Compensation Committee Interlocks and Insider Participation | 48 | | | Non-Employee Director Compensation | 49 | | | 2023 Director Compensation Table | 50 | | | CEO Pay Ratio | 51 | | | Pay Versus Performance | 52 | | X. | EQUITY COMPENSATION PLAN INFORMATION | 56 | | | Inducement Award Program | 56 | | XI. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 59 | | XII. | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 61 | | | Policies and Procedures for Approval of Related Person Transactions | 61 | | XIII. | PROPOSAL 2 – RATIFICATION OF APPOINTMENT BY THE AUDIT COMMITTEE OF DELOITTE & TOUCHE LLP | 62 | | | Principal Accountant Fees and Services | 63 | | | Audit Committee Pre-Approval Policy and Procedures | 63 | | | Report of the Audit Committee | 63 | | XIV. | PROPOSAL 3 – APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 64 | | XV. | ADDITIONAL INFORMATION | 65 | | | Stockholder Proposals and Director Nominations | 65 | | | Householding of Annual Meeting Materials | 65 | | | Other Matters | 65 | | | Solicitation of Proxies | 65 | | | 2023 Annual Report | 66 |

  2. Our Board of Directors

    Our Board of Directors

  3. Our Board of Directors

    | | | | | Committee Memberships | | | | Name | Primary Occupation | Age* | Independent | A | C | G | | Carrie Wheeler | CEO, Opendoor Technologies Inc. | 52 | | | | | | Adam Bain | Co-Managing Partner, 01 Advisors | 50 | • | | • | • | | Dana Hamilton** | Former Head of Real Estate, Pretium Partners LLC | 55 | • | • + | | | | Cipora Herman** | Former Chief Financial Officer of LA28 | 50 | • | CHAIR + | | | | Pueo Keffer | Managing Director, Access Technology Ventures | 42 | • | • + | • | | | Jason Kilar | Former Chief Executive Officer of Warner Media, LLC | 52 | • | | | CHAIR | | John Rice (Lead Independent Director) | CEO, Management Leadership for Tomorrow | 57 | • | | | • | | Glenn Solomon** | Managing Partner, Notable Capital | 55 | • | | CHAIR | |

  4. Our Board of Directors

    | Opendoor Technologies Inc. // 2024 Proxy Statement | 1 |

  5. Our Board of Directors

    | * Ages are as of April 17, 2024 | CHAIR = Committee Chair + = Financial Expert | A = Audit Committee C = Compensation Committee G = Nominating and Corporate Governance Committee | | ** Class I director nominee | | |

  6. Our Board of Directors

    Director Highlights One of the primary functions of our Board is to provide oversight and strategic guidance to senior management, including overseeing management’s performance relative to our goals and objectives and ensuring that the long-term interests of our stockholders are being served. It is therefore essential that the Board be composed of directors who are qualified to effectively support our growth and commercial strategy. We believe that our directors bring a well-rounded variety of experience, industry backgrounds and diversity to the Board and represent an effective mix of skills and perspectives to meet the challenges of our commercial and strategic goals.

  7. Our Board of Directors

    | Balanced Mix of Skills, Qualifications and Experience | | | | | | | | | | | Carrie Wheeler | Adam Bain | Dana Hamilton | Cipora Herman | Pueo Keffer | Jason Kilar | John Rice | Glenn Solomon | | Industry Background(1) | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | | Public Company Governance and Risk Management(2) | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Current or Former Public Company Executive(3) | ✔ | ✔ | ✔ | ✔ | | ✔ | | | | Diversity(4) | ✔ | | ✔ | ✔ | | | ✔ | |

  8. Our Board of Directors

    | (1) Experience as a senior executive in the real estate or technology industry. |

  9. Our Board of Directors

    | (2) Significant public company governance, risk management and compliance experience, including experience serving on a board of directors of similar complexity to Opendoor. |

  10. Our Board of Directors

    | (3) Served as a Chief Executive Officer, Chief Financial Officer or other executive officer of a public company. |

  11. Our Board of Directors

    | (4) Self-identifies as having diverse characteristics (race, gender, ethnicity, religion, nationality, disability, sexual orientation or cultural background). |

  12. Our Board of Directors

    The following table discloses diversity information concerning our directors as required by the Nasdaq Stock Market LLC (“Nasdaq”) listing rules. The information is provided in aggregate form based on voluntary self-identification by each director collected in advance of the date of this proxy statement.

  13. Our Board of Directors

    | Board Diversity Matrix (As of March 13, 2024) | | | | | | Total Number of Directors | 8 | | | | | | Female | Male | Non- Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 5 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | 1 | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | — | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 3 | 4 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | | | | | Did Not Disclose Demographic Background | — | | | |

  14. Our Board of Directors

    | 2 | Opendoor Technologies Inc. // 2024 Proxy Statement |

  15. Our Board of Directors

    Our Board of Directors The biographies of each of our current directors, including our Class I director nominees, are included below. Each of the biographies highlights specific experience, qualifications, attributes and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board exemplifies the highest standards of personal and professional integrity and the requisite skills and characteristics, leadership traits, work ethic and independence to provide effective oversight. No director or executive officer is related by blood, marriage or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.

  16. Board Recommendation

    Board Recommendation Our Board unanimously recommends that you vote “FOR” the election of each of Dana Hamilton, Cipora Herman and Glenn Solomon as Class I directors.

  17. Board Recommendation

    | Opendoor Technologies Inc. // 2024 Proxy Statement | 13 |

  18. Board Recommendation

    Director Biographies

  19. Class I director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2027)

    Class I director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2027)

  20. Class I director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2027)

    | DANA HAMILTON Director Since: 2023 Age: 55 Committee Memberships: • Audit Other Public Company Boards: • None | Dana Hamilton has served as a member of our Board since November 2023. From December 2022 to March 2023, Ms. Hamilton was a Senior Advisor to Pretium Partners LLC, an alternative investment manager specializing in U.S. real estate and credit assets. From April 2017 until December 2022, Ms. Hamilton was a Senior Managing Director and Head of Real Estate for Pretium, where she oversaw significant growth in Pretium’s single-family rental investment business. Ms. Hamilton is also the co-founder of Ameriton LLC, a real estate investment company, and has served as its President since October 2014. From October 2013 to October 2014, she served as President and Chief Executive Officer, and trustee, of Borderplex Community Trust. Prior thereto, Ms. Hamilton spent 20 years at Archstone, one of the largest apartment companies in the U.S. and Europe, until its sale to AvalonBay and Equity Residential in 2013, where she held numerous roles during her tenure, including President – Europe and Executive Vice President – National Operations. Ms. Hamilton previously served as a director of Life Storage, Inc. until the company merged with Extra Space Storage Inc. in July 2023, and FelCor Lodging Trust Incorporated from April 2016 until September 2017, when the company merged with RLJ Lodging Trust. Ms. Hamilton earned her B.A. in Public Policy from Stanford University and her M.B.A. in Real Estate and Finance from the Haas School of Business at the University of California, Berkeley. Skills and Qualifications: We believe that Ms. Hamilton is qualified to serve as a member of our Board because of her extensive experience in investment and operations across multiple real estate verticals, in particular the multifamily and single-family rental industries. Ms. Hamilton brings to the Board significant financial, transactional and asset management expertise, as well as extensive leadership and general management expertise. |

  21. Class I director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2027)

    | CIPORA HERMAN Director Since: 2020 Age: 50 Committee Memberships: • Audit (CHAIR) Other Public Company Boards: • ZipRecruiter, Inc. (Lead Independent Director; Audit (Chair) and Compensation Committees) | Cipora Herman has served as a member of our Board since December 2020 and previously served as a member of the board of directors of SCH from May 2020 until the closing of our Business Combination with SCH in December 2020. Ms. Herman has served on the board of directors of ZipRecruiter, Inc., a publicly traded online employment marketplace company, since October 2018, where she also serves as the lead independent director, the chair of the audit committee and a member of the compensation committee. Previously, Ms. Herman served as the Chief Financial Officer for LA28, The Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028, from January 2021 to April 2022. Ms. Herman also served on the board of directors of MINDBODY, Inc., a software-as-a-service company, from October 2016 to February 2019. From 2012 to 2016, Ms. Herman served as the Chief Financial Officer of the San Francisco 49ers, a professional American football team. Prior to that, Ms. Herman served in various leadership roles in large online media and technology companies, including as Vice President & Treasurer of Facebook, Inc., from 2007 to 2012, and in various roles at Yahoo! Inc. from 2003 to 2007, including VP Finance and Treasurer. She also served on private company boards of directors, including Memery, Inc. (dba Overlay) from 2015 to January 2021. Ms. Herman received her A.B. degree in International Relations, M.A. degree in International Development Policy and M.B.A degree, each from Stanford University. Skills and Qualifications: We believe that Ms. Herman is qualified to serve as a member of our Board because of her financial expertise and experience as a director of publicly and privately held companies. |

  22. Class I director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2027)

    | 14 | Opendoor Technologies Inc. // 2024 Proxy Statement |

  23. Class I director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2027)

    | GLENN SOLOMON Director Since: 2020 Age: 55 Committee Memberships: • Compensation (CHAIR) Other Public Company Boards: • Hashicorp, Inc. (Compensation (Chair) and Nominating and Corporate Governance Committees) | Glenn Solomon has served as a member of our Board since December 2020 and served as a member of the board of directors of Opendoor Labs Inc. from February 2015 to December 2020. Mr. Solomon has been a Managing Partner of Notable Capital (formerly known as GGV Capital), a venture capital firm, since 2006, and a director of Hashicorp, Inc., a publicly traded software company, since September 2014, where he also serves as chair of the compensation committee and as a member of the nominating and corporate governance committee. He also serves as a director of a number of privately held companies and previously served as a director of Domo, Inc., a cloud software company, from August 2017 to March 2019. Mr. Solomon received his B.A. degree in Public Policy and M.B.A. from Stanford University. Skills and Qualifications: We believe that Mr. Solomon is qualified to serve as a member of our Board because of his extensive experience advising technology companies as a venture capital investor and director of various companies. |

  24. Class II directors (terms ending in 2025)

    Class II directors (terms ending in 2025)

  25. Class II directors (terms ending in 2025)

    | ADAM BAIN Director Since: 2020 Age: 50 Committee Memberships: • Compensation • Nominating Other Public Company Boards: • None | Adam Bain has served as a member of our Board since December 2020, prior to which he served as a member of SCH’s board of directors. Mr. Bain is a co-founder and has served as co-Managing Partner of 01 Advisors, a venture capital firm targeting high-growth technology companies, since January 2018. Mr. Bain served as a director of Social Capital Hedosophia Holdings Corp., which was a publicly traded special purpose acquisition company, from September 2017 until the consummation of its business combination with Virgin Galactic Holdings, Inc., a publicly traded spaceflight company, in October 2019, where he served as a member of the board of directors from October 2019 to June 2023 and as chair of the nominating and corporate governance committee and a member of the compensation committee until May 2023. Since November 2016, Mr. Bain has also been an independent advisor and investor in select privately held growth-stage companies. Previously, from 2015 to November 2016, Mr. Bain served as the Chief Operating Officer of Twitter, Inc., a publicly traded social media company, and also served as President of Global Revenue & Partnerships from 2010 to 2015. Mr. Bain received his B.A. degree in English Journalism from Miami University in Ohio. Skills and Qualifications: We believe Mr. Bain is qualified to serve as a member of our Board because of his significant operating and technology experience and financial experience. |

  26. Class II directors (terms ending in 2025)

    | Opendoor Technologies Inc. // 2024 Proxy Statement | 15 |

  27. Class II directors (terms ending in 2025)

    | PUEO KEFFER Director Since: 2020 Age: 42 Committee Memberships: • Audit • Compensation Other Public Company Boards: • DigitalOcean Holdings, Inc. (Compensation and Nominating and Corporate Governance (Chair) Committees) | Pueo Keffer has served as a member of our Board since December 2020 and served as a member on the board of directors of Opendoor Labs Inc. from October 2015 to December 2020. Mr. Keffer has served as a Managing Director of Access Technology Ventures, the venture capital and growth technology investment arm of Access Industries, Inc. since 2015. From 2009 to 2015, Mr. Keffer served in various roles at Redpoint Ventures, most recently as a Partner. Since 2015, he has served on the board of directors of DigitalOcean Holdings, Inc., a publicly traded cloud computing platform company, where he serves as a chair of the nominating and corporate governance committee and member of the compensation committee. He also serves on the board of directors of two privately held companies. Previously, Mr. Keffer was an associate at TA Associates, a growth private equity firm, and a financial analyst at Goldman Sachs & Co. Mr. Keffer received his B.A. degree in Economics from Stanford University. Skills and Qualifications: We believe that Mr. Keffer is qualified to serve as a member of our Board because of his extensive experience advising technology companies as a venture capital investor and director of various companies and his financial experience. |

  28. Class II directors (terms ending in 2025)

    | JOHN RICE Lead Independent Director Director Since: 2021 Age: 57 Committee Memberships: • Nominating Other Public Company Boards: • Walker & Dunlop, Inc. (Nominating and Corporate Governance (Chair) and Compensation Committees) | John Rice has served as a member of our board of directors since March 2021. Mr. Rice is the founder and Chief Executive Officer of Management Leadership for Tomorrow (“MLT”), a national non-profit organization founded in 2001 that closes racial wealth gaps by elevating the career and economic trajectory of people of color and by advancing racially equitable employer practices. Prior to MLT, Mr. Rice was an executive with the National Basketball Association (“NBA”) from 1996 to 2000, where he served in various roles, including as Managing Director of NBA Japan and as Director of Marketing for Latin America. Prior to that, Mr. Rice spent four years with the Walt Disney Company in new business development and marketing and two years with AT&T. Since 2010, Mr. Rice has served as a member of the board of directors of Walker & Dunlop, Inc. a publicly traded real estate finance company, where he also serves as chair of the nominating and corporate governance committee and as a member of the compensation committee. He also serves on the board of directors of Morgan Stanley Real Estate’s Prime Property Fund, a privately held diversified real estate fund. Mr. Rice was also a member of the Yale University Board of Trustees from 2011 to 2023. Mr. Rice received his B.A. degree from Yale University and M.B.A. degree from Harvard Business School. Skills and Qualifications: We believe that Mr. Rice is qualified to serve as a member of our Board because of his executive leadership skills, strategic planning experience, public company experience and extensive expertise in driving talent development and fostering diversity and inclusion efforts across organizations. |

  29. Class II directors (terms ending in 2025)

    | 16 | Opendoor Technologies Inc. // 2024 Proxy Statement |

  30. Class III directors (terms ending in 2026)

    Class III directors (terms ending in 2026)

  31. Class III directors (terms ending in 2026)

    | CARRIE WHEELER Chief Executive Officer Director Since: 2022 Age: 52 Committee Memberships: • None Other Public Company Boards: • APi Group Corporation (Audit Committee) • TKO Group Holdings (Audit Committee (Chair)) | Carrie Wheeler has served as our Chief Executive Officer and as a member of our Board since December 2022. She previously served as our Chief Financial Officer from September 2020 to December 2022. Ms. Wheeler also previously served as a member of our Board from October 2019 to September 2020. From 1996 to 2017, Ms. Wheeler was with TPG Global, a global private equity firm, including as a Partner and Head of Consumer / Retail Investing. Ms. Wheeler has served on the board of directors and on the audit committee of APi Group Corporation, a global provider of safety and specialty services, since November 2019 and on the board of directors of TKO Group Holdings, where she is also chairperson of the audit committee, since September 2023. She previously served on the board and audit committee of Dollar Tree, Inc. from March 2019 to March 2022. Ms. Wheeler has also served on a number of other corporate boards of private and public companies, including Neiman Marcus Group (2005 to 2013) and Petco Animal Supplies (2006 to 2015). Ms. Wheeler received her Bachelor of Commerce degree from Queen’s University in Canada. Skills and Qualifications: We believe that Ms. Wheeler is qualified to serve as a member of our Board because of her extensive experience in a leadership role at a global private equity firm, as well as her experience with our Company as our Chief Executive Officer and former Chief Financial Officer, and her wealth of experience across different industries. |

  32. Class III directors (terms ending in 2026)

    | JASON KILAR Director Since: 2020 Age: 52 Committee Memberships: • Nominating (CHAIR) Other Public Company Boards: • Roblox Corporation (Audit and Compensation Committees) | Jason Kilar has served as a member of our Board since December 2020 and served as a member of the board of directors of Opendoor Labs Inc. from March 2019 to December 2020. Previously, Mr. Kilar served as the Chief Executive Officer of Warner Media, LLC, a media and entertainment subsidiary of its public company parent, Warner Bros. Discovery, Inc. from May 2020 to April 2022. Prior to that, Mr. Kilar co-founded and served as the Chief Executive Officer of Vessel Group, Inc., a video platform company, from 2013 to 2017. Prior to Vessel, Mr. Kilar co-founded and served as the Chief Executive Officer of Hulu, LLC, a streaming service company, from 2007 to 2013. Mr. Kilar also served in a variety of senior leadership roles with Amazon.com, Inc., an e-commerce technology company, from 2002 to 2006, including as Senior Vice President, Worldwide Application Software, and Vice President and General Manager of Amazon’s North American media businesses. Mr. Kilar has served on the board of directors of Roblox Corporation, a publicly traded video game development company, since September 2023, where he is a member of the audit and compensation committees. Mr. Kilar also served on the board of directors and audit committee of DreamWorks Animation SKG, Inc., a publicly traded animation studio, from May 2013 until its acquisition by NBCUniversal in August 2016. He has also served on various other private company boards of directors, including Univision Communications Inc. from September 2016 to April 2020 and Brighter Inc. from 2013 until its acquisition by Cigna Corporation in 2017. Mr. Kilar received his B.A. degree in Journalism and Business Administration from University of North Carolina at Chapel Hill and M.B.A. degree from Harvard Business School. Skills and Qualifications: We believe that Mr. Kilar is qualified to serve as a member of our Board because of his deep expertise in operations as a Chief Executive Officer and seasoned board member, and his extensive experience with technology, high-growth, consumer and digital companies. |

  33. Class III directors (terms ending in 2026)

    | Opendoor Technologies Inc. // 2024 Proxy Statement | 17 |

  34. + = Financial Expert • = Member

    + = Financial Expert • = Member

  35. + = Financial Expert • = Member

    | Opendoor Technologies Inc. // 2024 Proxy Statement | 25 |

  36. + = Financial Expert • = Member

    | Audit Committee Current Committee Members: Cipora Herman (CHAIR) Dana Hamilton Pueo Keffer | Primary Responsibilities Include: • Appointing, compensating, retaining and overseeing our independent registered public accounting firm; • Evaluating the independence of our independent registered public accounting firm; • Reviewing with our independent registered public accounting firm the scope and results of their audit; • Approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; • Overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; • Discussing guidelines, programs, and policies (i) governing the process by which senior management assesses and manages our exposure to risk and our major financial risk exposures and (ii) relating to cybersecurity, data privacy, and other risks relevant to our information systems and security, and, in each case, the steps we have taken to monitor, mitigate and control such risks; • Reviewing with management and our auditors any contingent liabilities and risks that may be material to the Company, including risks relating to relevant legislative and regulatory developments; • Reviewing and approving or ratifying related person transactions; • Reviewing the adequacy and effectiveness of the Company’s accounting and internal control policies and procedures on a regular basis, including the responsibilities, charter, budget, compensation and staffing of the Company’s internal audit function; and • Establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters and the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. Financial Expertise and Independence All members of the Audit Committee meet the independence standards of Nasdaq and the SEC, as well as the financial literacy requirements of Nasdaq. The Board has determined that each of Ms. Herman, Ms. Hamilton, and Mr. Keffer qualifies as an “audit committee financial expert” as defined by SEC rules. Overboarding Policy Under the Audit Committee charter, members of the Audit Committee may not serve on more than three public company audit committees (including the Opendoor Audit Committee) without the prior consent of the Board. Report The Report of the Audit Committee is set forth beginning on page 63 of this proxy statement. |

  37. + = Financial Expert • = Member

    | 26 | Opendoor Technologies Inc. // 2024 Proxy Statement |

  38. + = Financial Expert • = Member

    | Nominating Committee Current Committee Members: Jason Kilar (CHAIR) Adam Bain John Rice | Primary Responsibilities Include: • Assisting in identifying, recruiting and, if appropriate, interviewing candidates to fill positions on our Board and, if it deems it appropriate, establishing procedures for stockholders to follow in submitting recommendations for candidates for the Board; • Reviewing the background and qualifications of individuals being considered as director candidates; • Recommending to our Board the nominees for election to our Board at annual meetings of our stockholders; • Reviewing and making recommendations to the Board regarding committee and Board composition and size; • Overseeing an annual evaluation of our Board and its committees; and • Developing and recommending to our Board, and periodically reviewing, the Corporate Governance Guidelines. Independence The Nominating Committee is composed entirely of directors who are independent under the Nasdaq rules. |

  39. + = Financial Expert • = Member

    | Compensation Committee Current Committee Members: Glenn Solomon (CHAIR) Adam Bain Pueo Keffer | Primary Responsibilities Include: • Evaluating the performance of our CEO and other executive officers in light of any goals and objectives of the Company’s executive compensation plans, and, based on such evaluation, determining and approving, or making recommendations to the Board regarding the compensation level of the Company’s executive officers; • Evaluating the appropriate level of compensation for service on our Board and Board committees by non-employee directors and making recommendations to our Board regarding such compensation; • Reviewing the executive compensation plans in light of the Company’s goals and objectives with respect to such plans, and, if deemed appropriate, adopting, or recommending the Board adopt, new, or amend existing, executive compensation plans; and • Appointing and overseeing any compensation consultants. Independence The Compensation Committee is composed entirely of directors who are independent under the Nasdaq rules. Delegation Authority The Compensation Committee may form and delegate authority to subcommittees for any purpose that the Compensation Committee deems appropriate, including (a) a subcommittee consisting of a single member, and (b) a subcommittee consisting of at least two members, each of whom qualifies as a non-employee director under Section 16 of the Exchange Act. Role of Executive Officers and Compensation Consultant See page 29 of this proxy statement for a discussion of the role of our executive officers and our compensation consultant in determining executive compensation. Compensation Committee Report The Report of the Compensation Committee is set forth beginning on page 43 of this proxy statement. |

  40. + = Financial Expert • = Member

    | Opendoor Technologies Inc. // 2024 Proxy Statement | 27 |

  41. + = Financial Expert • = Member

    OUR EXECUTIVE OFFICERS The following table sets forth the names, ages and positions of our current executive officers:

  42. + = Financial Expert • = Member

    | Name | Age | Position | | Carrie Wheeler | 52 | Chief Executive Officer and Director | | Christina Schwartz | 45 | Interim Chief Financial Officer and Chief Accounting Officer | | Megan Meyer Toolson | 37 | President, Sell Direct and Services | | Sydney Schaub | 44 | Chief Legal Officer |

  43. + = Financial Expert • = Member

    | * Ms. Wheeler is a member of our Board. See “Proposal 1 — Election of Directors” for more information about Ms. Wheeler. |

  44. + = Financial Expert • = Member

    Christina Schwartz has served as our interim Chief Financial Officer since December 2022 and our Chief Accounting Officer since March 2021. Prior to that, she served as the Company’s Vice President, Corporate Controller from August 2016 to March 2021. Ms. Schwartz received her M.S. degree in Accounting from the University of Virginia and B.S. degree in Business Administration from the University of California, Berkeley. Megan Meyer Toolson has served as our President, Sell Direct and Services since December 2022. Prior to that, since 2015, she has served in roles of increasing responsibility at Opendoor, including as our Chief Customer Officer from March 2021 to December 2022 and our Vice President, Operations GM from December 2020 to March 2021. Ms. Meyer Toolson received her M.B.A. degree from Stanford University, M.S. degree in Professional Accounting from the University of Texas at Austin and B.A. degree in Business Administration from the University of Texas at Austin. Sydney Schaub has served as our Chief Legal Officer since September 2022. Prior to joining the Company, Ms. Schaub served as Chief Legal Officer, General Counsel and Corporate Secretary of Gemini Trust Company, LLC, a regulated digital asset exchange and custodian, from October 2018 to September 2022. Prior to that, she served as General Counsel and Corporate Secretary at Rent the Runway, Inc. from May 2017 to October 2018 and Associate General Counsel at Square, Inc. from January 2016 to April 2017. Ms. Schaub received her J.D. degree from Harvard Law School and M.A. and B.A. degrees in English Literature from Stanford University.

  45. + = Financial Expert • = Member

    | 28 | Opendoor Technologies Inc. // 2024 Proxy Statement |

  46. + = Financial Expert • = Member

    EXECUTIVE COMPENSATION

  47. Compensation Discussion and Analysis

    | What Stockholders Said: | Action We Took: | | | We have implemented a clawback policy as required by Nasdaq listing rules that requires the recovery of incentive-based compensation in the event of a restatement. | | There is a lack of rationale for large executive equity award grants and it is unclear whether such grants represent multiple years of equity compensation. | We carefully consider the appropriate mix of compensation delivered to our executive officers. The January 2023 award to Ms. Wheeler in connection with her promotion to CEO, which represents Ms. Wheeler’s only equity grant in both fiscal 2023 and 2024, was approved by our Compensation Committee taking into consideration the data provided by our independent compensation consultant and a review of the pay practices of our peer group and a broader view of technology based companies that recently appointed a CEO. The award also aligns Ms. Wheeler’s compensation to long-term stockholder value creation. None of our other named executive officers received equity awards during 2023. Commencing in 2024, our Compensation Committee implemented changes to our executive compensation program to further align our executive compensation program to company performance and long-term stockholder value. In addition to our existing practice of issuing time-based RSUs (“TRSUs”), the Committee granted our named executive officers (other than our CEO) long-term equity incentives in the form of performance-based restricted stock units (“PRSUs”), as further described below under “Key Changes to Executive Compensation Program for 2024.” | | Corporate Governance: | | | The Board lacks adequate gender diversity. | We appointed an additional female director to the Board during 2023, and our Board is now composed of over 37% female directors. |

  48. Compensation Discussion and Analysis

    | (1) Non-Performance based pay includes base salary, non-performance based bonuses, such as retention or sign on bonuses, and TRSUs. |

  49. Compensation Discussion and Analysis

    | (2) Performance based pay includes short-term and long-term incentives that are directly tied to pre-approved performance metrics (as described below). |

  50. Compensation Discussion and Analysis

    | • | Adoption of Annual Performance Bonus Plan: In 2024, we introduced an annual performance-based cash bonus program under which all named executive officers are eligible for performance-based bonuses based on achievement of pre-established corporate performance goals approved by the Compensation Committee. The Compensation Committee selected adjusted net income (“ANI”) as the corporate performance metric for the 2024 cash performance bonuses, which is aligned with our goal of driving the Company to a positive cash flow position. ANI is a non-U.S. Generally Accepted Accounting Principles (“GAAP”) measure and is calculated as GAAP net income (loss) adjusted to exclude non-cash expenses of stock-based compensation, equity securities fair value adjustment, and intangibles amortization expense. ANI excludes expenses that are not directly related to our revenue-generating operations such as restructuring and legal contingency accruals, and as a result we believe ANI better reflects our cash flow position. |

  51. Compensation Discussion and Analysis

    | • | Introduction of Performance-Based Restricted Stock Units (“PRSUs”): In February 2024, we granted PRSUs to each of our named executive officers, except for our CEO, Carrie Wheeler, that are eligible to vest subject to achievement of objectives related to homes acquired and homes sold, weighted equally. In consideration of Ms. Wheeler’s promotion grant awarded in 2023, as well as her current equity holdings and total compensation package, the Compensation Committee elected not to grant any additional equity awards to Ms. Wheeler during the remainder of 2023 and 2024. These performance metrics were selected to reinforce sustained operational performance through disciplined inflows and outflows and incentivize progress toward our profitability goals. |

  52. Compensation Discussion and Analysis

    | What We Do: | What We Don’t Do: | | • Independent Compensation Committee. The Compensation Committee consists solely of independent directors who establish our compensation policies and practices. • Independent Compensation Adviser. The Compensation Committee has engaged its own compensation consultant to provide information, analysis and other advice on executive compensation independent of management. This compensation consultant performed no other consulting or other services for us in 2023. • Annual Executive Compensation Review. The Compensation Committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile. • Pay-for-Performance Philosophy. The majority of our named executive officers’ target total direct compensation opportunities are dependent upon our overall, long-term success as measured through company performance, our stock price and/or total stockholder return, thereby aligning the interests of our named executive officers and our stockholders. • “Double-Trigger” Change-in-Control Arrangements. Our post- employment compensation arrangements in the event of a change in control of the Company are “double-trigger” arrangements that require both a change in control of the Company plus a qualifying termination of employment before payments and benefits are paid. • Succession Planning. We annually review the risks associated with our key executive officer positions to ensure adequate succession plans are in development. • Stock Ownership Guidelines. We maintain stock ownership guidelines for our executive officers and directors in order to further promote the alignment of their interests with those of our stockholders. • Clawback Policy. In November 2023, we adopted a compensation recovery policy as required by Rule 10D-1 under the Exchange Act and the corresponding listing standard adopted by the Nasdaq, which provides for the mandatory recovery of certain erroneously awarded incentive compensation from our executive officers in the event of an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws. | • No Executive Retirement Plans. We do not offer pension plans or other defined benefit retirement plans or arrangements to our named executive officers. Our named executive officers are eligible to participate in our Section 401(k) retirement savings plan on the same basis as our other eligible full-time employees. • Limited Perquisites. We provide limited perquisites and other personal benefits to our named executive officers and such benefits generally are only provided when they serve a legitimate business purpose. • No Tax Reimbursements. We do not provide tax reimbursement payments (including “gross-ups”) to our named executive officers. • No Special Welfare or Health Benefits. Our executive officers participate in our broad-based company-sponsored health and welfare benefit plans and programs on the same basis as our other full-time employees. • No Post-Employment Tax Payment Reimbursement. We do not provide any tax reimbursement payments (including “gross- ups”) on any payments or benefits contingent upon a change in control of the Company. • No Hedging of Our Equity Securities. We prohibit our executive officers, all other employees and the non-employee members of our Board from engaging in certain derivative transactions and from hedging our securities, except as otherwise pre-approved by the Board. • Limited Pledging of Our Equity Securities. We prohibit our executive officers, all other employees and the non-employee members of our Board from holding our securities in a margin account. We also prohibit pledging our securities as collateral for a loan without the prior consent of our Chief Legal Officer. • No “Single Trigger” Change-in-Control Arrangements. We do not provide cash severance or automatic vesting of equity awards based solely upon a change in control of the Company. |

  53. Compensation Discussion and Analysis

    | • | ensure our executive team interests are directly aligned to the creation of long-term stockholder value. |

  54. Compensation Discussion and Analysis

    | Element | Type of Element | Compensation Element | Objective | | Base Salary | Fixed | Cash | Designed to compensate our executives for services rendered during the year and to recognize the experience, skills, knowledge and responsibilities required of each executive. | | One-Time Bonuses | Variable | Cash | Provided on an as needed basis and in connection with an evaluation of an employment offer or retention objectives. These may take the form of sign-on or retention incentives. | | Long-Term Incentive Compensation | Variable | Equity awards in the form of TRSU awards that may vest and be settled for shares of our common stock and be settled for shares of our common stock. | Designed to align the interests of our executives and our stockholders by motivating our executives to create sustainable long term stockholder value. |

  55. Compensation-Setting Process

    | • | the review, analysis and updating of our compensation peer group; |

  56. Compensation-Setting Process

    | • | consultancy on the design and implementation of an executive long-term incentive program and the introduction of PRSUs for 2024; |

  57. Compensation-Setting Process

    | • | the review and analysis of the base salary levels and long-term incentive compensation opportunities of our executive officers against competitive market data based on the companies in our compensation peer group; |

  58. Compensation-Setting Process

    | • | a competitive market assessment for executive-level management, including analyses for potential new hires; |

  59. Compensation-Setting Process

    | • | the scope of each executive officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and/or in selected broad-based compensation surveys; |

  60. Compensation-Setting Process

    | • | the potential of each executive officer to contribute to our long-term financial, operational and strategic objectives; |

  61. Compensation-Setting Process

    | • | each executive officer’s mix of short-term and long-term compensation; |

  62. Compensation-Setting Process

    | • | the compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and |

  63. Compensation-Setting Process

    These factors provide the framework for compensation decision-making and final decisions by the Compensation Committee or its recommendations to our Board for final decisions regarding the compensation opportunity for each executive officer. The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions or recommendations. The members of the Compensation Committee consider this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each executive officer and business judgment in making decisions and recommendations. Peer Group and Competitive Positioning The Compensation Committee believes that comparisons with companies with similar financial characteristics and business profiles are useful guides to evaluate the competitiveness of our executive compensation program and related policies and practices. The Compensation Committee uses data drawn from a select peer group of companies to make decisions with respect to the compensation of our executive officers, including our named executive officers. The Compensation Committee uses the peer group compensation data as one of several factors in assessing executive pay program design and total equity utilization. We also supplement the data for our peer group with published compensation surveys where appropriate. The Compensation Committee's compensation decisions are made on a case-by-case basis. Benchmark results do not, in and of themselves, determine individual compensation decisions and we do not target specific pay percentiles. Overall, we believe that use of information from the peer group enables the Compensation Committee to create better alignment between executive pay and performance and to help ensure that we can attract and retain high-performing executive leaders. For both 2022 and 2023, the Compensation Committee evaluated the peer group of companies identified below, as recommended by Compensia and approved by the Compensation Committee in each respective period. The companies in this peer group were selected based on the following primary criteria:

  64. Compensation-Setting Process

    Due to our unique business model, we give primary consideration to gross profit and market capitalization when identifying the appropriate peer group. The peer group for determining our 2023 compensation decisions consisted of the following companies:

  65. Compensation-Setting Process

    | Peer Group (2022 and 2023) | | | | Angi | eXp World Holdings | Redfin | | Black Knight | Frontdoor | SoFi Technologies | | CarGurus | Lyft | Stitch Fix | | Compass | Offerpad | Zillow Group | | Dropbox | Overstock.com | | | Etsy | Peloton Interactive | |

  66. Compensation-Setting Process

    | Peer Group Additions in 2023 | | | | Anywhere Real Estate | CarParts.com | Cars.com | | Carvana Co. | Nextdoor Holdings | Yelp |

  67. Compensation-Setting Process

    | Peer Group Removals in 2023 | | | | Chewy | Expedia Group | GoDaddy | | Pinterest | | |

  68. Compensation Elements

    Compensation Elements For 2023, our executive compensation program consisted of three principal elements – base salary, annual bonuses and long-term incentive compensation in the form of equity awards. It also included participation in our executive severance plan and our broad-based health and welfare benefit programs. Base Salaries We provide a base salary as a fixed source of compensation for our executive officers, including our named executive officers, allowing them a degree of certainty relative to the portion of their variable compensation, which consists of equity awards with values that are generally tied to the price of our common stock. The Compensation Committee recognizes the importance of base salaries as an element of compensation that helps to attract and retain highly qualified executive talent. The initial base salaries of our executive officers were established at the time they entered into an employment offer letter or confirmatory employment offer letter with us and took into account their qualifications, experience, comparable market data and prior base salary level. The Compensation Committee reviews the annual base salaries of our executive officers, including our named executive officers, as part of its annual review of the compensation arrangements of our executive officers, taking into consideration a competitive market analysis prepared by its compensation consultant, the recommendations of our CEO (except with respect to her own annual base salary) and the factors set forth in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. The Compensation Committee determined to maintain the annual base salaries of our named executive officers for 2023 at their 2022 levels.

  69. Compensation Elements

    Annual Bonuses for 2023 In 2023, as in past years, we did not maintain an annual cash bonus or other incentive plan for our other named executive officers. Instead, our Board and the Compensation Committee relied primarily on the long-term incentive compensation opportunities granted to our executive officers. Ms. Wheeler is eligible to receive an annual cash bonus based on the attainment of performance goals to be determined by the Compensation Committee. Her target annual cash bonus opportunity is $250,000, and such bonus amount was guaranteed for fiscal year 2023 only, pursuant to the amendment to her employment offer letter entered into in connection with her appointment as CEO in December 2022. Special One-Time Bonuses In December of 2022 and in connection with the CEO leadership change, Ms. Meyer Toolson and Ms. Schwartz were awarded special retention bonuses which were paid either in part or in full during 2023. Both Ms. Schwartz and Ms. Meyer Toolson received retention bonuses to recognize their criticality to the business. Ms. Schwartz was awarded a retention bonus of $400,000, payable in equal quarterly installments in fiscal 2023 and 2024, subject to continued service through each payment date. Ms. Meyer Toolson was awarded a retention bonus of $350,000, which was payable in four equal quarterly installments in fiscal 2023. In addition, and as previously described in our 2023 proxy statement, Ms. Schwartz received a one-time cash bonus in connection with her appointment as interim CFO in the amount of $225,000, which was paid in four equal quarterly installments in 2023. This one-time bonus was awarded to recognize Ms. Schwartz’s increased responsibilities in her new role and to retain her during a critical transition period for the Company. In 2021, Mr. Morillo was awarded a cash sign-on and retention bonus in connection with his hiring in the aggregate amount of $3,800,000. The sign-on and retention bonus was payable over three years, and the final installment of $1,150,000 was paid in 2023.

  70. Compensation Elements

    As discussed above under “Key Changes to Executive Compensation Program for 2024,” for 2024 we introduced an annual cash bonus program under which all named executive officers are eligible for a performance-based bonus based on achievement of pre-established corporate performance goals approved by the Compensation Committee. In connection with the new annual cash bonus program, we expect to sunset the practice of awarding special one-time bonuses. Long-Term Equity Compensation We believe that providing long-term incentives in the form of equity awards encourages our executive officers, including our named executive officers, to take a long-term outlook and provides them with an incentive to manage the Company from the perspective of an owner with an equity stake in the business. By providing opportunities for our executive officers, including our named executive officers, to benefit from future successes in the Company through the appreciation of the value of their equity awards, our Board and the Compensation Committee believe that equity awards align our executive officers’ interests and contributions with the long-term interests of our stockholders. In addition, our Board and the Compensation Committee believe that offering meaningful equity ownership in the Company is helpful in retaining our executive officers, including our named executive officers, and other key employees. Our general practice has been to grant our named executive officers TRSU awards, and in certain circumstances PRSU awards, at the start of employment and for retention purposes. We have not historically had a formal process for granting equity awards on an annual basis. The size and precise terms of the awards are determined by the Compensation Committee. In December 2022, the Board, upon the recommendation of the Compensation Committee, approved a TRSU award for Ms. Wheeler in connection with her promotion to CEO, which grant was made in January 2023. When determining Ms. Wheeler’s TRSU grant, the Compensation Committee considered a competitive market analysis prepared by Compensia for sign-on CEO equity grants and also considered the importance of Ms. Wheeler to the Company’s ability to execute on its transformation plans. Based on this information, the Compensation Committee determined to offer Ms. Wheeler a one-time promotional TRSU grant with a target value of $25,000,000, with the number of shares of common stock granted determined by dividing such target value by the average closing price per share of the common stock over the 20-trading day period commencing with the trading day ten days before December 1, 2022 (subject to a minimum of $1.65 per share and a maximum of $2.00 per share). As a result, Ms. Wheeler received a promotional TRSU grant of 15,060,241 shares of our common stock, which vests quarterly over a four-year period commencing on December 1, 2022, subject to Ms. Wheeler’s continued employment with us on each such vesting date. At the time of grant, the grant date fair value of Ms. Wheeler’s award was $16,566,265. The January 2023 TRSU award represents Ms. Wheeler’s only equity grant in both fiscal 2023 and 2024. None of our other named executive officers received any equity awards during 2023. Health and Welfare Benefits Our named executive officers are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as all other full-time, salaried U.S. employees, subject to the terms and eligibility requirements of such plans. These benefits include medical, dental and vision insurance, business travel insurance, an employee assistance program, health and dependent care flexible spending accounts, basic life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, commuter benefits and reimbursement for mobile phone coverage. We also sponsor a Section 401(k) retirement savings plan (the “Section 401(k) Plan”) that provides our executive officers, including our named executive officers, with an opportunity to save for retirement on a tax-advantaged basis subject to the limits imposed by the Internal Revenue Code of 1986, as amended (the “Code”), to the same extent as our other eligible full-time employees. Participants are able to defer up to 90% of their eligible compensation subject to applicable annual limits under the Code. All participants’ interests in their deferrals are 100% vested when contributed. In 2024, we began contributing up to $1,000 to employees’ 401(k) accounts, regardless of the amount the employee contributes. We believe that providing a vehicle for tax-deferred retirement savings through our Section 401(k) Plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers. We design our employee benefits programs to be affordable and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

  71. Post-Employment Compensation

    Post-Employment Compensation Severance Plan We maintain an Executive Severance Plan (the “Severance Plan”), effective as of December 22, 2022, and amended on February 26, 2024, under which our executive officers are eligible to receive severance payments and benefits in connection with certain qualifying terminations of their employment, subject to the conditions set forth in the Severance Plan. The Severance Plan is intended to provide a consistent framework to address covered terminations and help maintain our executive officers’ continued focus on their assigned duties to maximize stockholder value if there is a potential change in control transaction. Each of our 2023 named executive officers other than Mr. Morillo (who voluntarily resigned as an executive officer on February 21, 2023) is eligible to participate in the Severance Plan.

  72. Post-Employment Compensation

    The Severance Plan provides that upon our termination of a participant’s employment without “cause,” or upon a resignation by the participant for “good reason,” in either case within the period beginning three months before and ending 12 months following a “change in control” (each as defined in the Severance Plan), the participant shall receive (i) a cash severance payment equal to the participant’s then-current base salary multiplied by 1.5 for our CEO or 1.0 for our other named executive officers, paid in installments over an 18- or 12-month period, respectively, (ii) a pro rata portion of the participant’s target annual cash bonus for the year of termination, paid in installments over 18 months for our CEO or 12 months for our other named executive officers, (iii) payment or reimbursement of the cost of COBRA premiums for the participant and the participant’s dependents for up to 18 months for our CEO or 12 months for our other named executive officers, and (iv) 100% acceleration of the vesting of the participant’s then-outstanding unvested equity awards that are subject solely to time-based vesting requirements. Upon any other termination by us without cause or upon a resignation by an eligible participant for good reason, the participant will receive (i) a cash severance payment equal to the sum of the participant’s then-current base salary plus target bonus, in the case of our CEO, and a cash severance payment equal to the participant’s then-current base salary multiplied by 0.5, in the case of our other named executive officers, paid in installments over 12 months for our CEO and six months for our other named executive officers, (ii) payment or reimbursement of the cost of the COBRA premiums for the participant and the participant’s dependents for up to 12 months, and (iii) acceleration of the vesting of the portion of the participant’s then-outstanding unvested equity awards that are subject solely to time-based vesting requirements and that would otherwise vest within the 12- or six-month period after termination for our CEO or our other named executive officers, respectively (or, 12 months if any NEO other than our CEO has been employed for less than 12 months). For purposes of the Severance Plan, “cause” has the meaning set forth in the participant’s offer letter agreement, employment agreement or similar agreement with the participant’s employer, or, in the absence of such agreement, or if such agreement does not have a definition of “cause,” means: (a) the participant’s commission of any act that constitutes a felony or any crime involving dishonesty or moral turpitude, (b) the participant’s engaging in any act of fraud or embezzlement, whether or not related to the business of the Company, or any other act of material dishonesty against the Company or any of its Affiliates, (c) any material breach by the participant of any offer letter agreement, employment agreement or similar agreement with the participant’s employer, or of the Employee Confidential Information and Invention Assignment Agreement or similar agreement or of any material written policy of the Company and, if curable, the participant’s failure to cure such breach within 30 days after receiving written notice thereof; (d) the willful and continued failure by the participant to substantially perform the participant’s duties to the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company that identifies with reasonable specificity the manner in which the Company believes the participant has not substantially performed the participant’s duties, which is not cured within 30 days after notice of such failure has been given to the participant by the Company; (e) the willful engaging by the participant in misconduct or gross neglect (including any conduct that is in violation of the written employee workplace policies of the Company) that is injurious to the Company, monetarily, in reputation or otherwise; or (f) any other intentional act causing material damage to the Company’s business, property or reputation. For purposes of the Severance Plan, “good reason” has the meaning set forth in the participant’s offer letter agreement, employment agreement or similar agreement with the participant’s employer, or, in the absence of such agreement, or if such agreement does not have a definition of “good reason,” means the occurrence of any of the following events without the participant’s written consent: (a) a reduction by the Company or its successor of more than 20% in the participant’s rate of annual base salary, unless such reduction is in connection with and proportional to reductions to the base salary reductions of other executives of the Company; (b) a material reduction in the participant’s job responsibilities, duties or authority (provided that a mere change in title to an employment position that is substantially similar to the prior employment position shall not constitute a material reduction in job responsibilities, duty or authority); or (c) a change in the geographic location of the Participant’s principal place of employment to any location more than 50 miles from the Participant’s current principal place of employment. Notwithstanding the foregoing, “good reason” will not exist for purposes of the Severance Plan unless, within 30 days after the initial occurrence of a circumstance that the participant believes in good faith to constitute good reason, the Participant delivers written notice to the Company setting forth with specificity such circumstance the Participant believes in good faith constitutes good reason, the Company fails to cure any claimed event of good reason (if capable of cure) within 30 days after receipt of such notice, and the participant actually terminates their employment no later than 30 days following the expiration of the Company’s cure period. To receive the severance, the participant must execute and deliver a release of claims in favor of the Company and continue to comply with restrictive covenants applicable to the participant.

  73. Post-Employment Compensation

    We are not obligated to provide tax reimbursements or “gross-ups” to any of our executive officers, including our named executive officers, in the event that the compensation and benefits received under the Severance Plan or otherwise would result in the imposition of excise taxes on the named executive officer under Section 4999 of the Internal Revenue Code. We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a change in control of the Company, is essential to attracting and retaining highly-qualified executive officers. The Compensation Committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining our named executive officers’ compensation. We do believe, however, that these arrangements are necessary to offer competitive compensation packages.

  74. Tax and Accounting Considerations

    Tax and Accounting Considerations The Compensation Committee takes the applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program. Deductibility of Executive Compensation For federal income tax purposes, publicly-traded companies may be prohibited under Section 162(m) of the Code from deducting employee compensation in excess of $1 million paid to their chief executive officer, chief financial officer, any other executive officer whose total compensation is required to be reported to stockholders under the Exchange Act by reason of such individual being among the three highest compensated executive officers for the tax year and any executive officer who was subject to the deduction limit in any tax year beginning after December 31, 2016. Even if Section 162(m) may limit the compensation deduction, our Board and the Compensation Committee believe our compensation policies and practices should be designed to help us meet our established goals and objectives. While the Compensation Committee will consider the impact of the Section 162(m) deduction limitation, it intends to continue to compensate our executive officers, including our named executive officers, in a manner that is in the best interest of our stockholders and reserves the right to make compensation decisions that may not be deductible under Section 162(m) where the Compensation Committee determines the compensation to be appropriate and in the best interests of the Company and our stockholders. Accounting for Stock-Based Compensation The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is the Financial Accounting Standard Board’s Accounting Standards Codification, Compensation – Stock Compensation (Topic 718) (“ASC Topic 718”), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized on a straight-line basis for TRSUs and using an accelerated attribution approach for PRSUs over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  75. Summary Compensation Table

    Summary Compensation Table The table below shows compensation of our named executive officers for the fiscal years ended December 31, 2023, 2022 and 2021, to the extent such persons served as named executive officers during such period.

  76. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Carrie Wheeler Chief Executive Officer | 2023 | 750,000 | 250,000 | 16,566,265 | | 17,566,265 | | | 2022 | 383,334 | | | | 383,334 | | | 2021 | 350,000 | | | | 350,000 | | Christina Schwartz Interim Chief Financial Officer & Chief Accounting Officer | 2023 | 352,042 | 425,000 | | | 777,042 | | | 2022 | 321,945 | | 1,826,185 | | 2,148,130 | | Megan Meyer Toolson President, Sell Direct and Services | 2023 | 404,167 | 350,000 | | | 754,167 | | Sydney Schaub Chief Legal Officer | 2023 | 350,000 | 175,000 | | | 525,000 | | | 2022 | 111,806 | 350,000 | 4,379,219 | | 4,841,025 | | Daniel Morillo(3) Former Chief Investment Officer | 2023 | 145,833 | 1,150,000 | | | 1,295,833 | | | 2022 | 350,000 | 1,150,000 | | | 1,500,000 | | | 2021 | 345,139 | 1,500,000 | | | 1,845,139 |

  77. Summary Compensation Table

    | (1) Amounts for fiscal year 2023 represent, in the case of Ms. Schaub and Mr. Morillo, the final installment of their sign-on and retention bonuses, and in the case of Ms. Meyer Toolson, a retention bonus, and in the case of Ms. Schwartz, a retention bonus and a special bonus, each as described above in the section entitled “Compensation Discussion and Analysis — Special One-Time Bonuses.” |

  78. Summary Compensation Table

    | (2) Amounts listed represent the aggregate grant date fair value of awards granted during the fiscal year referenced, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. These amounts do not reflect the actual economic value that may be realized by the named executive officer. For additional information regarding the stock-based awards granted to our named executive officers, please see Note 12, Share-Based Awards to the consolidated financial statements included in our 2023 Annual Report. |

  79. Summary Compensation Table

    | (3) Mr. Morillo resigned from his position as Chief Investment Officer effective February 21, 2023. |

  80. Summary Compensation Table

    | 44 | Opendoor Technologies Inc. // 2024 Proxy Statement |

  81. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The figures in the table below show equity grants made in fiscal year 2023 to our named executive officers. Ms. Schwartz, Ms. Meyer Toolson, Ms. Schaub and Mr. Morillo did not receive any equity grants during fiscal year 2023.

  82. 2023 Grants of Plan-Based Awards

    | Name | Grant Date | Board Approval Date | Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(1) | | Carrie Wheeler | 01/02/2023(2) | 12/01/2022 | 15,060,241 | 16,566,265 |

  83. 2023 Grants of Plan-Based Awards

    | (1) Amounts listed represent the grant date fair value of awards, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. These amounts do not reflect the actual economic value that may be realized by the named executive officer. For additional information regarding the stock-based awards granted to our named executive officers, please see Note 12, Share-Based Awards to the consolidated financial statements included in our 2023 Annual Report. |

  84. 2023 Grants of Plan-Based Awards

    | (2) This TRSU award vests over four years, with 1/16th of the units subject to the award vesting in successive equal quarterly installments commencing on December 1, 2022. |

  85. 2023 Grants of Plan-Based Awards

    | Opendoor Technologies Inc. // 2024 Proxy Statement | 45 |

  86. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The figures in the table below show outstanding equity awards held by each of our named executive officers as of December 31, 2023. Mr. Morillo did not hold any outstanding equity awards as of December 31, 2023. For awards granted prior to the completion of the Business Combination, the number of shares subject to the awards have been adjusted to reflect the impact of the Business Combination.

  87. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(1) | | Carrie Wheeler | 09/03/2020(2) | | | | | 655,105 | 2,934,870 | — | — | | | 12/17/2020(3) | | | | | 353,837 | 1,585,190 | — | — | | | 01/02/2023(4) | | | | | 11,295,181 | 50,602,411 | — | — | | Christina Schwartz | 09/28/2016 | 59,658 | — | $0.97 | 09/27/2026 | | | | | | | 06/12/2017 | 4,043 | — | $1.02 | 6/11/2027 | | | | | | | 06/10/2020(5) | | | | | 2,154 | 9,650 | — | — | | | 04/15/2021(6) | | | | | 3,849 | 17,244 | — | — | | | 04/15/2021(7) | | | | | 7,544 | 33,797 | — | — | | | 04/15/2021(8) | | | | | 46,500 | 208,320 | — | — | | | 02/09/2022(9) | | | | | 35,691 | 159,896 | — | — | | | 02/09/2022(10) | | | | | 13,727 | 61,497 | — | — | | | 08/24/2022(11) | | | | | 38,760 | 173,645 | — | — | | | 12/20/2022(12) | | | | | 125,000 | 560,000 | — | — | | Megan Meyer Toolson | 06/02/2016 | 97,049 | — | $0.79 | 06/01/2026 | | | | | | | 06/12/2017 | 22,030 | — | $1.02 | 06/11/2027 | | | | | | | 09/29/2017 | 62,453 | — | $1.02 | 09/28/2027 | | | | | | | 09/29/2017 | 174,028 | — | $1.02 | 09/28/2027 | | | | | | | 03/09/2021(13) | | | | | 312,500 | 1,400,000 | — | — | | | 09/09/2022(14) | | | | | 387,597 | 1,736,435 | — | — | | | 12/20/2022(15) | | | | | 187,500 | 840,000 | — | — | | Sydney Schaub | 10/07/2022(16) | | | | | 913,637 | 4,093,094 | — | — |

  88. Outstanding Equity Awards at 2023 Fiscal Year End

    | (1) The amounts in this column were determined based on the closing market price of the Company’s common stock on December 29, 2023 of $4.48. These amounts do not reflect the actual economic value that may be realized by the named executive officer. |

  89. Outstanding Equity Awards at 2023 Fiscal Year End

    | (2) The TRSUs will vest only if both (i) a liquidity based vesting condition and (ii) a time-based vesting condition are satisfied, in each case, subject to continued employment with us through the applicable vesting date. The completion of the Business Combination satisfied the liquidity-based vesting condition. The time-based vesting condition was satisfied as to 25% of the award on September 3, 2021, the first anniversary of Ms. Wheeler’s employment start date, and 75% of the award vesting in substantially equal quarterly installments over a three-year period thereafter. |

  90. Outstanding Equity Awards at 2023 Fiscal Year End

    | (3) The TRSUs will vest only if both (i) a liquidity based vesting condition and (ii) a time-based vesting condition are satisfied, in each case, subject to continued employment with us through the applicable vesting date. The completion of the Business Combination satisfied the liquidity-based vesting condition. The time-based vesting conditions have a vesting commencement date of September 3, 2023, the third anniversary of Ms. Wheeler’s employment start date, and vest in substantially equal quarterly installments over a two-year period commencing on such third anniversary. |

  91. Outstanding Equity Awards at 2023 Fiscal Year End

    | (4) The TRSUs are subject to a four-year vesting schedule, with 1/16th of the units subject to the award vesting in successive equal quarterly installments commencing on December 1, 2022. |

  92. Outstanding Equity Awards at 2023 Fiscal Year End

    | (5) The TRSUs are subject to a four-year vesting schedule, with 5% of the units subject to the award vesting in eight successive equal quarterly installments following March 15, 2020, and 7.5% of the units vesting in eight successive equal quarterly installments thereafter, subject to continued employment. |

  93. Outstanding Equity Awards at 2023 Fiscal Year End

    | (6) The TRSUs are subject to a four-year vesting schedule, with 1/16th of the units subject to the award vesting in successive equal quarterly installments following March 15, 2021, subject to continued employment. |

  94. Outstanding Equity Awards at 2023 Fiscal Year End

    | 46 | Opendoor Technologies Inc. // 2024 Proxy Statement |

  95. Outstanding Equity Awards at 2023 Fiscal Year End

    | (7) The TRSUs are subject to a four-year vesting schedule, with 5% of the units subject to the award vesting in eight successive equal quarterly installments following March 15, 2021, and 7.5% of the units vesting in eight successive equal quarterly installments thereafter, subject to continued employment. |

  96. Outstanding Equity Awards at 2023 Fiscal Year End

    | (8) The TRSU award is subject to a three-year vesting schedule with 25% of the units subject to the award vesting January 15, 2023, and 1/8th of the total number of units subject to the award vesting on a quarterly basis thereafter, subject to continued employment. |

  97. Outstanding Equity Awards at 2023 Fiscal Year End

    | (9) The TRSUs vest over four years, with 5% of the units subject to the award vesting in eight successive equal quarterly installments following January 15, 2022, and 7.5% of the units vesting in eight successive equal quarterly installments thereafter, subject to continued employment. |

  98. Outstanding Equity Awards at 2023 Fiscal Year End

    | (10) The TRSUs vest over two years, with 1/8th of the units subject to the award vesting in successive equal quarterly installments following June 15, 2022, subject to continued employment. |

  99. Outstanding Equity Awards at 2023 Fiscal Year End

    | (11) The TRSUs are subject to a two-year vesting schedule with 25% of the total number of units subject to the award vesting on the six-month anniversary of December 15, 2022 and 1/8th of the total number of units subject to the award vesting on a quarterly basis thereafter, subject to continued employment with us on each such vesting date. |

  100. Outstanding Equity Awards at 2023 Fiscal Year End

    | (12) The TRSUs are subject to a two-year vesting schedule, with 1/8th of the units subject to the award vesting in successive equal quarterly installments following December 15, 2022, subject to continued employment. |

  101. Outstanding Equity Awards at 2023 Fiscal Year End

    | (13) The TRSUs are subject to a four-year vesting schedule with 25% of the total number of units subject to the award having vested on January 15, 2022, the first anniversary of Ms. Meyer Toolson’s vesting commencement date, and 1/16th of the total number of units subject to the award vesting on a quarterly basis thereafter, subject to continued employment. |

  102. Outstanding Equity Awards at 2023 Fiscal Year End

    | (14) The TRSUs are subject to a two-year vesting schedule, with 1/8th of the units subject to the award vesting in successive equal quarterly installments following December 15, 2022, subject to continued employment. |

  103. Outstanding Equity Awards at 2023 Fiscal Year End

    | (15) The TRSUs are subject to a two-year vesting schedule, with 1/8th of the units subject to the award vesting in successive equal quarterly installments following December 15, 2022, subject to continued employment. |

  104. Outstanding Equity Awards at 2023 Fiscal Year End

    | (16) The TRSUs are subject to a three-year vesting schedule with 33% of the total number of units subject to the award vesting on the one-year anniversary of the vesting commencement date and 1/12th of the total number of units subject to the award vesting on a quarterly basis thereafter, subject to continued employment. |

  105. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The figures in the table below show exercises of stock options and vesting of restricted stock units during the fiscal year ended December 31, 2023.

  106. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Carrie Wheeler | — | — | 4,689,081 | 14,550,464 | | Christina Schwartz | — | — | 317,138 | 902,896 | | Megan Meyer Toolson | — | — | 907,066 | 2,619,669 | | Sydney Schaub | — | — | 644,804 | 2,354,021 | | Daniel Morillo | — | — | — | — |

  107. Option Exercises and Stock Vested in 2023

    | (1) The amounts in this column were determined based on the closing market price of the Company’s common stock on the trading day immediately prior to the vesting date. |

  108. Option Exercises and Stock Vested in 2023

    | Opendoor Technologies Inc. // 2024 Proxy Statement | 47 |

  109. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below quantifies certain compensation and benefits that would have become payable to each of our named executive officers (other than Mr. Morillo) (i) if their employment had terminated on December 31, 2023 without Cause or due to resignation for Good Reason, and (ii) if a Change in Control had occurred on December 31, 2023, and the officer’s employment was terminated without Cause or due to resignation for Good Reason within the period beginning three months prior to and ending 12 months following such Change in Control. The amounts shown are estimates of the amounts that would be received upon a change in control or termination of employment based on the closing market price of the Company’s common stock on December 29, 2023 of $4.48; the actual amounts payable to our named executive officers can be determined only at the time of any actual change in control or termination of employment. For additional discussion of the potential benefits and payments due in connection with certain terminations of employment in connection with, and outside of, a change-in-control, please see “Post-Employment Compensation” in the Compensation Discussion and Analysis. The actual amounts payable to our named executive officers in the table below are estimates only and can be determined only at the time of any actual change in control or termination of employment. Mr. Morillo resigned from the Company effective February 21, 2023. In connection with his resignation, Mr. Morillo did not receive any compensation or benefits in excess of what is generally provided to the Company’s salaried employees in connection with a voluntary resignation under similar circumstances.

  110. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Termination Scenario | Cash Severance $ | Health Benefits Continuation $ | Accelerated RSUs $(1) | Total $ | | Carrie Wheeler | Termination without Cause or Resignation for Good Reason | $1,000,000 | $28,937 | $10,843,222 | $11,872,159 | | | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | $1,375,000 | $43,406 | $55,122,471 | $56,540,877 | | Christina Schwartz | Termination without Cause or Resignation for Good Reason | $175,000 | $23,656 | $628,011 | $826,667 | | | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | $350,000 | $23,656 | $1,224,048 | $1,597,704 | | Megan Meyer Toolson | Termination without Cause or Resignation for Good Reason | $200,000 | $20,345 | $1,848,215 | $2,068,560 | | | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | $400,000 | $20,345 | $3,976,435 | $4,396,780 | | Sydney Schaub | Termination without Cause or Resignation for Good Reason | $175,000 | $9,356 | $1,169,455 | $1,353,811 | | | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | $350,000 | $9,356 | $4,093,094 | $4,452,450 |

  111. Potential Payments Upon Termination or Change in Control

    | (1) The amounts assume the value paid for each share of each class of common stock of the Company in connection with the change in control transaction was $4.48, the closing market price of the Company’s common stock on December 29, 2023. |

  112. Non-Employee Director Compensation

    Non-Employee Director Compensation Our Non-Employee Director Compensation Policy provides non-employee directors with fixed annual cash retainer fees, as well as long-term equity compensation awards, for their service on the Board. Additional fixed annual cash retainer fees are paid to non-employee directors for committee membership and chairperson service. The non-employee directors eligible to participate in the Non-Employee Director Compensation Policy are Adam Bain, Dana Hamilton, Cipora Herman, Pueo Keffer, Jason Kilar, John Rice and Glenn Solomon. Certain principal features of the compensation provided under the Non-Employee Director Compensation Policy are described in more detail below. The summary is qualified in its entirety by reference to the complete text of the policy. Cash Compensation Each non-employee director receives cash compensation for service on the Board. The annual cash compensation amounts are payable in equal quarterly installments, in arrears, promptly following the end of each quarter in which the service occurred, provided that the quarterly payment for each non-employee director is prorated for the portion of such calendar quarter actually served as a non-employee director.

  113. Non-Employee Director Compensation

    | • | Annual Board Service Retainer: |

  114. Non-Employee Director Compensation

    | • | All Eligible Directors: $50,000 |

  115. Non-Employee Director Compensation

    | • | Non-Executive Chair/Lead Director (as applicable): $75,000 (in lieu of above) |

  116. Non-Employee Director Compensation

    | • | Annual Committee Member Service Retainer: |

  117. Non-Employee Director Compensation

    | • | Member of the Audit Committee: $10,000 |

  118. Non-Employee Director Compensation

    | • | Member of the Compensation Committee: $7,500 |

  119. Non-Employee Director Compensation

    | • | Member of the Nominating Committee: $5,000 |

  120. Non-Employee Director Compensation

    | • | Annual Committee Chair Service Retainer (in lieu of Committee Member Service Retainer): |

  121. Non-Employee Director Compensation

    | • | Chair of the Audit Committee: $20,000 |

  122. Non-Employee Director Compensation

    | • | Chair of the Compensation Committee: $15,000 |

  123. Non-Employee Director Compensation

    | • | Chair of the Nominating Committee: $10,000 |

  124. Non-Employee Director Compensation

    Prior to the start of each fiscal year, a non-employee director may elect to receive 100% of their annual cash compensation for the next fiscal year as TRSUs under the 2020 Plan (or any successor equity plan) for that number of shares equal to (a) the projected annual cash compensation for such non-employee director for the fiscal year based on Board and committee membership as of the first day of such fiscal year divided by (b) the average closing price per share of our common stock over the 20 trading days ending on the last trading day of the month preceding the month in which the TRSU grant is made (the “Share Price”). Each such grant will vest in four equal installments on the last trading day in each quarter occurring during such fiscal year. For 2023, Mr. Bain, Ms. Herman, Mr. Keffer, Mr. Rice and Mr. Solomon each elected to receive their cash compensation in the form of TRSUs, which were granted on February 24, 2023. Equity Compensation On June 14, 2023, the date of our 2023 Annual Meeting of Stockholders, the non-employee directors serving at that time received their annual TRSU grant for a number of shares of common stock equal to $200,000 divided by the Share Price, rounded to the nearest whole share. Each such annual grant will vest in a single installment on the earlier to occur of (a) our next annual meeting of stockholders and (b) the first anniversary of the date of grant, provided that the non-employee director continues to be a non-employee director on such vesting date. In connection with her election to the Board, on November 1, 2023, Ms. Hamilton received a TRSU grant for a number of shares of our common stock equal to $200,000 divided by the Share Price, rounded to the nearest whole share, and prorated to reflect her partial year of service on the Board following our 2023 Annual Meeting of Stockholders.

  125. Non-Employee Director Compensation

    | Opendoor Technologies Inc. // 2024 Proxy Statement | 49 |

  126. Non-Employee Director Compensation

    Ms. Hamilton’s November 2023 TRSU grant will vest in a single installment on the earlier to occur of (a) our next annual meeting of stockholders and (b) the first anniversary of the date of grant, provided that Ms. Hamilton continues to be a non-employee director on such vesting date. Notwithstanding the foregoing, for each non-employee director in office as of immediately prior to the closing of a Change in Control (as defined in the 2020 Plan), their then-outstanding equity awards granted pursuant to the Non-Employee Director Compensation Policy will become fully vested immediately prior to the closing of such Change in Control.

  127. 2023 Director Compensation Table

    2023 Director Compensation Table The following table contains information concerning the compensation of our non-employee directors in fiscal year 2023.

  128. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Adam Bain | 67,500 | 272,788 | 340,288 | | Dana Hamilton | 10,000 | 99,749 | 109,749 | | Cipora Herman | 70,000 | 272,854 | 342,854 | | Jonathan Jaffe | 55,000 | 270,968 | 325,968 | | Pueo Keffer | 60,000 | 272,586 | 332,586 | | Jason Kilar | 60,000 | 270,968 | 330,968 | | John Rice | 80,000 | 273,125 | 353,125 | | Glenn Solomon | 65,000 | 272,720 | 337,720 |

  129. 2023 Director Compensation Table

    | (1) The amount of the cash retainers that our non-employee directors (other than Mr. Jaffe and Mr. Kilar) elected to receive in the form of TRSUs is reflected in the “Fees Earned or Paid in Cash” column, and the grant date fair value of the TRSUs granted in satisfaction of such elections on February 24, 2023 that was greater than the amount of the cash retainers to be paid in the form of TRSUs, if any, and is reflected in the “Stock Awards” column. The number of TRSUs granted to each non-employee director in lieu of cash retainers for 2023, and the corresponding aggregate grant date fair value of such TRSUs, is as follows: Adam Bain, 43,325 TRSUs, $69,320; Cipora Herman, 44,929 TRSUs, $71,886; Pueo Keffer, 38,511 TRSUs, $61,618; John Rice, 51,348 TRSUs, $82,157; and Glenn Solomon, 41,720 TRSUs, $66,752. |

  130. 2023 Director Compensation Table

    | (2) Amounts listed represent the aggregate grant date fair value of awards granted during the year referenced, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. These amounts do not reflect the actual economic value that may be realized by the non-employee director. For additional information regarding the stock-based awards granted to our named executive officers, please see Note 12, Share-Based Awards to the consolidated financial statements included in our 2023 Annual Report. Amounts listed include the annual TRSU award for each non-employee director and, for each non-employee director who elected to receive their cash compensation in the form of TRSUs, the grant date fair value of the TRSUs granted in satisfaction of such elections that was greater than the amount of the cash retainers. |

  131. 2023 Director Compensation Table

    The table below shows the aggregate number of unvested TRSU awards held as of December 31, 2023 by each non-employee director.

  132. 2023 Director Compensation Table

    | Name | TRSUs Outstanding as of December 31, 2023 | | Adam Bain | 92,166 | | Dana Hamilton | 52,777 | | Cipora Herman | 96,613 | | Jonathan Jaffe | 92,166 | | Pueo Keffer | 92,166 | | Jason Kilar | 92,166 | | John Rice | 96,613 | | Glenn Solomon | 92,166 |

  133. 2023 Director Compensation Table

    | 50 | Opendoor Technologies Inc. // 2024 Proxy Statement |

  134. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of our CEO to the annual total compensation of our median compensated employee, using the required calculations. The pay ratio included in this information is a reasonable estimate calculated in a manner that is intended to be consistent with Item 402(u) of Regulation S-K. For 2023:

  135. CEO Pay Ratio

    | • | The annual total compensation of our median employee was $86,352; and |

  136. CEO Pay Ratio

    | • | The annual total compensation of our CEO, as reported in the Summary Compensation Table in this proxy statement, was $17,566,265. |

  137. CEO Pay Ratio

    | • | The ratio of the annual total compensation of Ms. Wheeler to our median employee was 203:1. |

  138. CEO Pay Ratio

    For purposes of this pay ratio, both the CEO’s and the median employee’s annual total compensation were calculated in accordance with the requirements of the Summary Compensation Table. To identify the median employee for fiscal 2023, we looked at our employee population as of December 31, 2023 and used a consistently applied compensation measure (“CACM”) to all of the employees included in the calculations. Our CACM consisted of total compensation calculated in accordance with Item 402(c) of Regulation S-K as obtained from our internal payroll systems. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules.

  139. CEO Pay Ratio

    | • | December 31, 2023 was selected as the determination date as it enabled us to choose a pay date that aligned across the Company. |

  140. CEO Pay Ratio

    | • | As of December 31, 2023, our U.S. and non-U.S. employee population consisted of approximately 1,986 full-time and part-time employees. Employees in Canada and India were included in the calculation, and accounted for 30 and 241 employees, respectively, with 1,715 employees in the U.S. |

  141. CEO Pay Ratio

    | • | Total compensation (base salary, bonuses, plus equity incentive compensation) was selected as the most appropriate and consistently applied compensation measure to determine the median worker. |

  142. CEO Pay Ratio

    | • | For non-U.S. employees, we used exchange rates as of December 11, 2023 of 0.012 INR and 0.734 CAD to the U.S. dollar. |

  143. CEO Pay Ratio

    | • | After identifying the median employee based on total compensation, total compensation was calculated for the median employee using the same methodology used for the NEOs in the Summary Compensation Table on page 44. |

  144. CEO Pay Ratio

    | • | As noted above, the median employee’s annual total compensation was $86,352. |

  145. CEO Pay Ratio

    This pay ratio disclosure is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we have reported.

  146. CEO Pay Ratio

    | Opendoor Technologies Inc. // 2024 Proxy Statement | 51 |

  147. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (the “PvP Rules”), we are providing: (1) tabular compensation and performance disclosure for our fiscal years 2020, 2021, 2022, and 2023 and (2) additional disclosure relative to the relationship between the “Compensation Actually Paid” (“CAP”) set forth in the Pay versus Performance Table and the Company’s and the Peer Group Total Stockholder Return (“TSR”), in each case over our fiscal years 2020, 2021, 2022, and 2023. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, see “Compensation Discussion and Analysis” in this proxy and in our proxy statements filed in 2021, 2022, and 2023. In the below pay versus performance table, we provide information about compensation of our NEOs for each of the last four fiscal years (the “Covered Years”). Additionally, we provide information about the results for certain financial performance measures during the Covered Years. Although the PvP Rules require us to disclose “compensation actually paid,” these amounts do not necessarily reflect compensation that our NEOs actually earned in the Covered Years. Instead, “compensation actually paid” reflects a calculation computed in accordance with the PvP Rules, including adjusted values to unvested and vested equity awards during the Covered Years based on either year-end or vesting date stock prices and various accounting valuation assumptions. “Compensation actually paid” generally fluctuates due to stock price performance.

  148. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | | Year | Summary Compensation Table Total to PEO | Compensation Actually Paid to (Lost by) PEO | Summary Compensation Table Total to Former PEO | Compensation Actually Paid to (Lost by) Former PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid for Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income / (Loss) | | | | | | | | | Opendoor Total Shareholder Return | Peer Group Total Shareholder Return | | | (1) | (2) | (3) | (2) | (3) | (2) | (4) | (5) | (6) | ($Millions)(7) | | 2023 | $17,566,265 | $67,087,377 | N/A | N/A | $838,011 | $3,103,004 | $14 | $104 | ($275) | | 2022 | $383,334 | ($33,760,155) | $325,000 | ($191,665,693) | $2,209,789 | ($16,981,618) | $4 | $77 | ($1,353) | | 2021 | N/A | N/A | $112,333,540 | ($95,777,677) | $24,302,144 | $5,199,835 | $47 | $112 | ($662) | | 2020 | N/A | N/A | $370,240,992 | $396,723,976 | $10,350,414 | $32,491,540 | $73 | $100 | ($253) |

  149. Pay Versus Performance

    | 1. | Carrie Wheeler served as the Company’s Principal Executive Officer (our “PEO”) for the entirety of fiscal year 2023 and from December 1 to December 31, 2022. Our former PEO, Eric Wu, served as our PEO for the entirety of fiscal 2020 and 2021 as well as January 1 to November 30, 2022. The Company’s other NEOs (the “Non-PEO NEOs”) for the indicated fiscal years were as follows: |

  150. Pay Versus Performance

    | – | 2023: Christina Schwartz, Megan Meyer Toolson, Sydney Schaub, and Daniel Morillo |

  151. Pay Versus Performance

    | – | 2022: Christina Schwartz, Sydney Schaub, Andrew Low Ah Kee, and Daniel Morillo |

  152. Pay Versus Performance

    | – | 2021: Carrie Wheeler, Andrew Low Ah Kee, Daniel Morillo, Ian Wong, and Elizabeth Stevens |

  153. Pay Versus Performance

    | – | 2020: Carrie Wheeler, Gautam Gupta, Julie Todaro, Tom Willerer, and Elizabeth Stevens |

  154. Pay Versus Performance

    | 2. | Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our PEO, (ii) former PEO, and (iii) the average of the total compensation reported in the Summary Compensation Table for the Non-PEO NEOs in the indicated year for such years. |

  155. Pay Versus Performance

    | 52 | Opendoor Technologies Inc. // 2024 Proxy Statement |

  156. Pay Versus Performance

    | 3. | Amounts reported in these columns represent the compensation actually paid to (lost by) our PEO and former PEO for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below: |

  157. Pay Versus Performance

    | PEO | | | | | +/- | | 2022 | 2023 | | | Summary Compensation Table - Total Compensation | $383,334 | $17,566,265 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $0 | $16,566,265 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $0 | $50,602,411 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | ($25,998,352) | $3,349,687 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $10,589,231 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($8,145,137) | $1,546,048 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | | = | Compensation Actually Paid | ($33,760,155) | $67,087,377 |

  158. Pay Versus Performance

    | Former PEO | | | | | | +/- | | 2020 | 2021 | 2022 | | | Summary Compensation Table - Total Compensation | $370,240,992 | $112,333,540 | $325,000 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $370,051,408 | $111,598,143 | $0 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $391,810,043 | $64,558,478 | $0 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $0 | ($165,137,966) | ($7,421,831) | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $4,724,349 | $19,762,150 | $0 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $0 | ($15,695,736) | ($14,858,822) | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $169,710,040 | | = | Compensation Actually Paid | $396,723,976 | ($95,777,677) | ($191,665,693) |

  159. Pay Versus Performance

    Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  160. Pay Versus Performance

    | Opendoor Technologies Inc. // 2024 Proxy Statement | 53 |

  161. Pay Versus Performance

    | 4. | Amounts reported in this column represent the compensation actually paid to the Non-PEO NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below: |

  162. Pay Versus Performance

    | NEO Average | | | | | | | +/- | | 2020 | 2021 | 2022 | 2023 | | | Summary Compensation Table - Total Compensation | $10,350,414 | $24,302,144 | $2,209,789 | $838,011 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $10,012,145 | $23,637,936 | $1,551,351 | $0 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $19,904,276 | $11,832,656 | $572,406 | $0 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $11,441,499 | ($8,760,674) | ($14,604,217) | $1,721,801 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $61,546 | $5,537,345 | $20,842 | $0 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $1,459,244 | ($3,354,547) | ($3,629,087) | $875,951 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $713,294 | $719,153 | $0 | $332,759 | | = | Compensation Actually Paid | $32,491,540 | $5,199,835 | ($16,981,618) | $3,103,004 |

  163. Pay Versus Performance

    Please see footnote 1 for the Non-PEO NEOs included in the average for each indicated fiscal year. Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  164. Pay Versus Performance

    | 5. | Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our common stock on December 21, 2020, which was the first day our common stock began trading after the closing of the Business Combination, using the closing stock price on that date. Historic stock price performance is not necessarily indicative of future stock price performance. |

  165. Pay Versus Performance

    | 6. | The TSR Peer Group is the Nasdaq Real Estate and Other Financial Services Index. This calculation assumes that $100 was invested in this index on December 21, 2020 (aligned with the period used in footnote #5 above). |

  166. Pay Versus Performance

    | 7. | Amounts reported in this column represent the Company’s net income (loss) for the indicated years as reported in our 2023 Annual Report and 2022 Annual Report. |

  167. Pay Versus Performance

    Tabular List of Financial Performance Measures Prior to 2024, we did not use any financial performance measures in determining executive compensation, other than stock price, given that the value to be delivered pursuant to the equity awards granted to our NEOs is dependent on our future stock price. Pursuant to SEC guidance, stock price is not a permissible “Company Selected Measure.” As a result, we do not have a Company Selected Measure to reflect in the table above. Relationship Between Pay and Performance “Compensation actually paid,” as calculated per SEC Item 402(v) of Regulation S-K, reflects cash compensation actually paid as well as changes to the fair values of equity awards during the years shown in the table based on year-end or vesting date stock prices, and various accounting valuation assumptions. Due to how CAP is calculated, the CAP as reported for each year does not reflect the actual amounts earned by our NEOs from their equity awards. CAP generally fluctuates annually due to the change in our stock price from year to year as well as varying levels of actual achievement of performance goals. Because CAP does not reflect the actual amount earned by our NEOs on their equity compensation, we do not use this measure for understanding how NEO pay aligns with our Company performance. For a discussion of how our Compensation Committee assessed “pay-for-performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation each year, see “Compensation Discussion and Analysis” in this proxy statement and our proxy statements filed in 2021, 2022, and 2023.

  168. Pay Versus Performance

    | 54 | Opendoor Technologies Inc. // 2024 Proxy Statement |

  169. Pay Versus Performance

    Below are graphs showing the relationship of “Compensation Actually Paid” to our PEO and Non-PEO NEOs for our fiscal years 2020, 2021, 2022, and 2023 to (1) TSR of both our common stock and the Nasdaq Real Estate and Other Financial Services Index (assuming $100 was invested in our common stock on December 21, 2020, which was the first day our common stock began trading after the closing of the Business Combination, using the closing stock price on that date) and (2) our net income (loss).

  170. Pay Versus Performance

    | Opendoor Technologies Inc. // 2024 Proxy Statement | 55 |

  171. Pay Versus Performance

    EQUITY COMPENSATION PLAN INFORMATION The table below summarizes our equity compensation plan information as of December 31, 2023.

  172. Pay Versus Performance

    | Plan category: | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights | Number of Securities Available for Future Issuance Under Equity Compensation Plans (excludes securities reflected in first column) | | Equity compensation plans approved by security holders(1) | — | — | 15,829,372(7) | | Restricted Stock Units | 47,990,467(3) | — | — | | Options to Purchase Common Stock | 7,819,572(4) | $2.4418(6) | — | | Equity compensation plans not approved by security holders(2) | 12,905,561(5) | — | 17,306,522 | | Total | 68,715,600 | $2.4418 | 33,135,894 |

  173. Pay Versus Performance

    | (1) Consists of the Opendoor Labs Inc. 2014 Stock Plan (the “2014 Plan”), the Opendoor Technologies Inc. 2020 Incentive Award Plan (the “2020 Plan”) and the Opendoor Technologies Inc. 2020 Employee Stock Purchase Plan (the “ESPP”). |

  174. Pay Versus Performance

    | (2) Consists of the 2022 Inducement Award Plan (the “Inducement Plan”). |

  175. Pay Versus Performance

    | (3) Consists of 1,094,168 outstanding restricted stock units under the 2014 Plan and 46,896,299 outstanding restricted stock units under the 2020 Plan. |

  176. Pay Versus Performance

    | (4) Consists of 7,772,697 outstanding options to purchase stock under the 2014 Plan and 46,875 outstanding options under the 2020 Plan. |

  177. Pay Versus Performance

    | (5) Consists of 12,905,561 outstanding restricted stock units under the Inducement Plan. |

  178. Pay Versus Performance

    | (6) As of December 31, 2023, the weighted-average exercise price of outstanding options under the 2014 Plan was $2.3660 and the weighted-average exercise price of outstanding options under the 2020 Plan was $15.0000. |

  179. Pay Versus Performance

    | (7) No additional awards will be granted under the 2014 Plan and, as a result, no shares remain available for issuance for new awards under the 2014 Plan. The number of shares authorized under our 2020 Plan will increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2030, by an amount equal to the lesser of (A) a number equal to the excess (if any) of (1) 5% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding fiscal year over (2) the number of shares reserved for issuance under the 2020 Plan as of such date and (B) such smaller number of shares as determined by our Board. The number of shares authorized under our ESPP will increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2030, by an amount equal to the lesser of (A) 1% of the shares of Common Stock outstanding as of the last day of the immediately preceding fiscal year and (B) such smaller number of shares of Common Stock as determined by our Board; provided, however, that no more than 54,385,060 shares of Common Stock may be issued under the ESPP. |