DEF 14A of Opendoor Technologies Inc.
Filed Apr 25, 2025 · FY20240001140361-25-015722
410 N. Scottsdale Road, Suite 1600
| IX | EXECUTIVE COMPENSATION TABLES | 46 | | | Summary Compensation Table | 46 | | | 2024 Grants of Plan-Based Awards | 47 | | | Outstanding Equity Awards at 2024 Fiscal Year End | 48 | | | Option Exercises and Stock Vested in 2024 | 49 | | | Potential Payments Upon Termination or Change in Control | 50 | | | Compensation Committee Interlocks and Insider Participation | 51 | | | Non-Employee Director Compensation | 51 | | | 2024 Director Compensation Table | 52 | | | CEO Pay Ratio | 54 | | | Pay Versus Performance | 55 | | X. | EQUITY COMPENSATION PLAN INFORMATION | 60 | | | Inducement Award Plan | 60 | | XI. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 63 | | XII. | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 65 | | | Policies and Procedures for Approval of Related Person Transactions | 65 | | | Director and Officer Indemnification and Insurance | 65 | | XIII. | PROPOSAL 2 – RATIFICATION OF APPOINTMENT BY THE AUDIT AND RISK COMMITTEE OF DELOITTE & TOUCHE LLP | 66 | | | Principal Accountant Fees and Services | 67 | | | Audit and Risk Committee Pre-Approval Policy and Procedures | 67 | | | Report of the Audit and Risk Committee | 67 | | XIV. | PROPOSAL 3 – APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 68 | | XV. | ADDITIONAL INFORMATION | 69 | | | Stockholder Proposals and Director Nominations | 69 | | | Householding of Annual Meeting Materials | 69 | | | Other Matters | 69 | | | Solicitation of Proxies | 69 | | | 2024 Annual Report | 70 | | | Annex A | A-1 |
Our Board of Directors
Our Board of Directors
Our Board of Directors
| | | | | Committee Memberships | | | | Name | Primary Occupation | Age* | Independent | A | C | G | | Carrie Wheeler (Chair of the Board) | CEO, Opendoor Technologies Inc. | 53 | | | | | | Adam Bain** | Co-Managing Partner, 01 Advisors | 51 | • | | • | • | | David Benson | Former President of Fannie Mae | 65 | • | • + | | | | Eric Feder | President of LEN(X), LLC | 55 | • | | | | | Dana Hamilton | Former Head of Real Estate, Pretium Partners LLC | 56 | • | • + | | CHAIR | | Pueo Keffer** | Managing Director, Access Technology Ventures | 43 | • | CHAIR + | • | | | John Rice (Lead Independent Director) | CEO, Management Leadership for Tomorrow | 58 | • | | | • | | Glenn Solomon | Managing Partner, Notable Capital | 56 | • | | CHAIR | |
Our Board of Directors
| * Ages are as of April 16, 2025 | CHAIR = Committee Chair + = Financial Expert | A = Audit and Risk Committee C = Compensation Committee G = Nominating and Corporate Governance Committee | | ** Class II director nominee | | |
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 business strategies. We believe that our directors bring a well-rounded variety of experience, industry backgrounds and perspectives to the Board and represent an effective mix of skills to meet the challenges of our strategic goals.
Our Board of Directors
| | Balanced Mix of Skills, Qualifications and Experience | | | | | | | | | | Carrie Wheeler | Adam Bain | David Benson | Eric Feder | Dana Hamilton | Pueo Keffer | John Rice | Glenn Solomon | | Industry Background(1) | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | | Public Company Governance and Risk Management(2) | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Current or Former Public Company Executive(3) | ✔ | ✔ | ✔ | ✔ | ✔ | | | |
Our Board of Directors
| (1) Experience as a senior executive in the real estate or technology industry. |
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. |
Our Board of Directors
| (3) Served as a Chief Executive Officer, Chief Financial Officer or other executive officer of a public company. |
Our Board of Directors
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Our Board of Directors
Our Board of Directors The biographies of each of our current directors, including our Class II 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.
Board Recommendation
Board Recommendation Our Board unanimously recommends that you vote “FOR” the election of each of Adam Bain and Pueo Keffer as Class II directors.
Board Recommendation
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Board Recommendation
Director Biographies
Class II director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2028)
Class II director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2028)
Class II director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2028)
| ADAM BAIN Director Since: 2020 Age: 51 Committee Memberships: • Compensation • Nominating Other Public Company Boards: • None | Adam Bain 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 April 2020 until the closing of our Business Combination with SCH in December 2020. Mr. Bain is a co-founder of and has been 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. (“Virgin Galactic”), a publicly traded spaceflight company, in October 2019. He then served as a member of the Virgin Galactic 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 to and investor in select privately held growth-stage companies. From 2015 to November 2016, Mr. Bain served as the Chief Operating Officer of Twitter, Inc. (“Twitter,” now X Corp.), formerly a publicly traded social media company, and also served as President of Global Revenue & Partnerships of Twitter 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, as well as his financial experience. |
Class II director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2028)
| PUEO KEFFER Director Since: 2020 Age: 43 Committee Memberships: • Audit and Risk (CHAIR) • Compensation Other Public Company Boards: • DigitalOcean Holdings, Inc. (Compensation and Nominating and Corporate Governance Committees) | Pueo Keffer 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 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 financial experience and his extensive experience advising technology companies as a venture capital investor and director. |
Class II director nominees to be elected at this year’s Annual Meeting (subsequent terms ending in 2028)
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Class I directors (terms ending in 2027)
Class I directors (terms ending in 2027)
Class I directors (terms ending in 2027)
| DANA HAMILTON Director Since: 2023 Age: 56 Committee Memberships: • Audit and Risk • Nominating (CHAIR) Other Public Company Boards: • Howard Hughes Holdings Inc. (Risk and Technology Committees) | 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. Since June 2024, Ms. Hamilton has served on the board of directors of Howard Hughes Holdings Inc., a publicly traded real estate development and management company, where she also serves as a member of the risk and technology committees. 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. from March 2018 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. |
Class I directors (terms ending in 2027)
| GLENN SOLOMON Director Since: 2020 Age: 56 Committee Memberships: • Compensation (CHAIR) Other Public Company Boards: • None | 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. He also serves as a director of a number of privately held companies and previously served as a director of Hashicorp, Inc., formerly a publicly traded software company, from September 2014 until IBM’s acquisition of the company in February 2025, and 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. |
Class I directors (terms ending in 2027)
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Class III directors (terms ending in 2026)
Class III directors (terms ending in 2026)
Class III directors (terms ending in 2026)
| CARRIE WHEELER Chief Executive Officer and Chair of the Board Director Since: 2022 Age: 53 Committee Memberships: • None Other Public Company Boards: • APi Group Corporation (Audit Committee) • TKO Group Holdings (Audit Committee (Chair)) | Carrie Wheeler has served as our CEO and as a member of our Board since December 2022, and as Chair of the Board since February 2025. 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, a sports and entertainment company, 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 and Chair of our Board because of her experience with our Company as our CEO and former Chief Financial Officer, her extensive experience in a leadership role at a global private equity firm, and her investment and board experience across various industries. |
Class III directors (terms ending in 2026)
| DAVID BENSON Director Since: 2024 Age: 65 Committee Memberships: • Audit and Risk Other Public Company Boards: • None | David Benson has served on our board of directors since September 2024. Mr. Benson most recently served as President of Fannie Mae, the largest provider of mortgage credit in the United States with over $4 trillion in assets, from August 2018 until his retirement in May 2024. As President, Mr. Benson oversaw each of Fannie Mae’s business units, single-family residential and multifamily, as well as several corporate functions, including Finance, IT, Operations, Strategy, Human Resources and Communications. In addition, Mr. Benson helped to pioneer the formation of Common Securitization Solutions, a cloud-native platform that enables the $7 trillion mortgage-backed securities market to achieve enhanced levels of liquidity and standardization. Mr. Benson also served as Interim Chief Executive Officer from May 2022 to December 2022, as a member of the board of directors from May 2022 to December 2022, as Interim Chief Financial Officer from May 2021 to November 2021, and as the interim head of Fannie Mae’s Single-Family business from January 2021 to May 2021. Mr. Benson joined Fannie Mae in 2002, and prior to his role as President, served in a range of leadership roles, including as Executive Vice President and Chief Financial Officer, Executive Vice President—Capital Markets, Securitization & Corporate Strategy, and as Treasurer. Prior to joining Fannie Mae, Mr. Benson was Managing Director in the fixed income division of Merrill Lynch & Co., Inc., where, from 1988 through 2002, he served in several capacities in the areas of risk management, trading, debt syndication and e-commerce. Mr. Benson earned his B.S. in Psychobiology from the University of California, Los Angeles, his M.B.A. from Stanford University and his M.D. from Harvard Medical School. Skills and Qualifications: We believe Mr. Benson is qualified to serve as a member of our Board because of his deep knowledge of the single-family real estate industry, his capital markets expertise, and his experience as a public company executive. |
Class III directors (terms ending in 2026)
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Class III directors (terms ending in 2026)
| ERIC FEDER Director Since: 2024 Age: 55 Committee Memberships: • None Other Public Company Boards: • Hippo Holdings Inc. (Compensation Committee) | Eric Feder has served on our board of directors since May 2024. Mr. Feder has been President of LEN(X), LLC since 2019, and a senior operating executive at Lennar Corporation, one of the country’s leading homebuilders, since 2008. He oversees Lennar Corporation’s innovation platform and has helped identify, structure and execute Lennar Corporation’s investments in the real estate technology space. He has served on the board of directors of Hippo Holdings Inc., a publicly traded insurance company focusing on property and casualty insurance, where he also serves on the compensation committee, since 2018. Prior to his current role at Lennar, Mr. Feder was Vice Chairman at Rialto Capital, a leading investment management platform focused on real estate, from 2008 to 2018, where he oversaw over $6 billion of direct real estate investments and non-performing loan acquisitions. Skills and Qualifications: We believe Mr. Feder is qualified to serve as a member of our Board because of his extensive knowledge of the real estate industry, his experience in technology investments, and his service on the boards of directors of public and private companies. |
+ = Financial Expert • = Member
+ = Financial Expert • = Member
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+ = Financial Expert • = Member
| Audit and Risk Committee Current Committee Members: Pueo Keffer (CHAIR) David Benson Dana Hamilton | 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; • Overseeing environmental, social and governance (“ESG”) disclosure controls for public filings based on commonly accepted ESG standards and SEC requirements, including with respect to cybersecurity and climate change disclosure requirements; • Reviewing and approving or ratifying related person transactions; • Reviewing the adequacy and effectiveness of the Company’s administrative, operational, and accounting internal control policies and procedures on a regular basis; • Reviewing with management 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 and Risk 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 Mr. Benson, Ms. Hamilton, and Mr. Keffer qualifies as an “audit committee financial expert” as defined by SEC rules. Overboarding Policy Under the Audit and Risk Committee charter, members of the Audit and Risk Committee may not serve on more than three public company audit committees (including the Opendoor Audit and Risk Committee) without the prior consent of the Board. Report The Report of the Audit and Risk Committee is set forth beginning on page 67 of this proxy statement. |
+ = Financial Expert • = Member
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+ = Financial Expert • = Member
| Nominating Committee Current Committee Members: Dana Hamilton (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; • Developing and recommending to our Board, and periodically reviewing, the Corporate Governance Guidelines; and • Reviewing and providing oversight with respect to the Company’s strategy, initiatives and policies concerning ESG matters. Independence The Nominating Committee is composed entirely of directors who are independent under the Nasdaq rules. |
+ = 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; • Overseeing the Company’s human capital management function and related initiatives, including without limitation, management succession planning and talent development; 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 33 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 45 of this proxy statement. |
+ = Financial Expert • = Member
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+ = Financial Expert • = Member
OUR EXECUTIVE OFFICERS The following table sets forth the names, ages and positions of our current executive officers:
+ = Financial Expert • = Member
| Name | Age | Position | | Carrie Wheeler | 53 | Chief Executive Officer and Chair of the Board | | Selim Freiha | 53 | Chief Financial Officer | | Sydney Schaub | 45 | Chief Legal Officer |
+ = Financial Expert • = Member
| * Ms. Wheeler is a member of our Board. See “Proposal 1 — Election of Directors” for more information about Ms. Wheeler. |
+ = Financial Expert • = Member
Selim Freiha has served as our Chief Financial Officer since November 2024. Previously, Mr. Freiha served as Vice President of Finance at Alphabet Inc., a technology conglomerate, leading Capital Allocation & Planning from February 2023 to November 2024, and leading Google Commerce & Payments from July 2021 to February 2023. Prior to Alphabet Inc., he spent 17 years at eBay, an e-commerce marketplace, in roles of increasing responsibility, including Vice President, Corporate Financial Planning & Analysis from January 2020 to June 2021, Vice President, Product, Technology & Payments Finance from June 2020 to March 2021, Chief Financial Officer of eBay Markets from February 2019 to November 2020, and Vice President, Investor Relations, from March 2015 to February 2019. Mr. Freiha received his B.S. degree in Psychology from the University of California, Davis. 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 August 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.
+ = Financial Expert • = Member
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Our mission is straightforward: to power life’s progress, one move at a time. Residential real estate is a trillion-dollar industry underpinned by a process that is complicated, time-consuming, stressful, and offline. We believe all consumers deserve to buy, sell, and move between homes with simplicity and confidence, and we have dedicated over a decade to delivering on this vision. We have built unique pricing and operations capabilities to become one of the largest buyers and sellers of homes in the United States. Since our founding, we have expanded our footprint to 50 markets across the country. The Evolution of our Executive Compensation Program Our Board and Compensation Committee highly value our stockholders’ feedback and remain committed to an active dialogue to ensure their perspectives inform our executive compensation program as we mature as a publicly traded company. This ongoing dialogue has led to the systematic evolution of our executive compensation program and human capital strategies. Each year, we have made incremental adjustments to further align with best-in-class public company practices in executive pay, talent recruitment, retention and engagement. This evolution began in 2023 and has continued through 2024 and into 2025, with additional refinements to our compensation program outlined below. Our specific focus has been on incorporating performance-based elements into our overall compensation philosophy, including the introduction of the annual bonus plan and performance-based restricted stock units. These changes have allowed us to thoughtfully adjust our compensation mix, enabling more strategic and selective equity awards.
Compensation Discussion and Analysis
| (1) Non-performance-based pay consists of time-based cash, which includes base salary, non-performance based bonuses, such as retention or sign-on bonuses; and time-based restricted stock units (“TRSUs”). |
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 in the section titled “Compensation Philosophy and Objectives.”) The value included in the table for performance-based short-term and long-term incentives is the target value of such compensation. |
Compensation Discussion and Analysis
| • | Introduction of Annual Performance Bonus Plan: We established an annual performance-based cash bonus program under which all NEOs are eligible for performance-based bonuses based on the achievement of pre-established corporate performance goals approved by the Compensation Committee. For fiscal 2024, adjusted net income (“ANI”) was the corporate performance metric used to determine the 2024 cash performance bonuses. We believe that ANI is the most appropriate proxy for cash flow generated by our business. The details of our annual performance bonus plan, performance against our fiscal 2024 objectives, and detailed definition of ANI are as described below under “Compensation Elements–Annual Cash Performance Bonuses.” |
Compensation Discussion and Analysis
| • | Introduction of Performance-Based Restricted Stock Units (“PRSUs”): We established a long-term performance incentive program, under which each of our NEOs, except for our CEO, Carrie Wheeler, and our CFO, Selim Freiha, who joined the Company in November 2024, were granted PRSUs that were eligible to vest based on achievement of objectives related to homes acquired and homes sold, weighted equally, over the 2024 fiscal year. The details of our long-term performance incentive program, and performance against fiscal 2024 objectives, are as described below under “Compensation Elements–Long-Term Equity Compensation.” |
Compensation Discussion and Analysis
| What We Do: | What We Don’t Do: | | • A Significant Portion of Compensation is At-Risk. Under our executive compensation program, a significant portion of compensation is “at risk” based on our performance, including short-term cash incentives and long-term equity incentives, to align the interests of our executive officers and stockholders. • 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 2024. • 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 NEOs’ 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 NEOs 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 NEOs. Our NEOs 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 NEOs 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 NEOs. • 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. |
Compensation Discussion and Analysis
| • | attract and retain highly qualified executive officers whose skills, experience, and performance are critical to achieving our short-term and long-term financial and strategic objectives; and |
Compensation Discussion and Analysis
| • | ensure our executive team interests are directly correlated with performance and aligned to the creation of long-term stockholder value. |
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. | | Annual Performance Bonuses | Variable | Cash | Drives achievement of key corporate performance goals and rewards NEOs for annual performance. | | Long-Term Incentive Compensation | Variable | Equity awards in the form of TRSU and PRSU awards that may vest and be settled for shares of our common stock. | Drives achievement of key corporate performance goals and rewards NEOs for annual performance. Designed to align the interests of our executives and our stockholders by motivating our executives to create sustainable long-term stockholder value. |
Compensation-Setting Process
| • | the review, analysis and updating of our compensation peer group; |
Compensation-Setting Process
| • | consultancy on the design and implementation of our executive long-term incentive program, including the design of our executive PRSU grants for 2024; |
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; |
Compensation-Setting Process
| • | a competitive market assessment for executive-level management, including analyses for potential new hires; |
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; |
Compensation-Setting Process
| • | the potential of each executive officer to contribute to our long-term financial, operational and strategic objectives; |
Compensation-Setting Process
| • | each executive officer’s mix of (i) performance-based and non-performance-based pay and (ii) short-term and long-term compensation; |
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 |
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 NEOs. 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. The Compensation Committee evaluated the peer groups of companies identified below, as recommended by Compensia and approved by the Compensation Committee for purposes of determining executive compensation for each respective period. The companies in this peer group were selected based on the following primary criteria, for each respective period:
Compensation-Setting Process
Due to our unique business model, in October 2024, as we evaluated our peer group, we gave primary consideration to industry-specific peers, gross margin, and market capitalization when identifying the appropriate peer group. The impact of these changes will influence executive compensation decisions made in 2025.
Compensation-Setting Process
| Fiscal 2024 Peer Group | | | Fiscal 2025 Peer Group | | | | General Peers | | Industry Peers | General Peers | | Industry Peers | | Angi Beyond BlackKnight CarGurus CarParts.com Cars.com Carvana Co. Dropbox Etsy Frontdoor | Lyft Nextdoor Holdings Peloton Interactive SoFi Technologies StitchFix Yelp | Anywhere Real Estate Compass eXp World Holdings Offerpad Solutions Redfin Zillow Group | Beyond Carvana Co. Chewy Frontier Group Holdings Hertz Global Holdings Insperity Kelly Services LendingClub Lyft | Peloton Interactive Stitch Fix Wayfair | Anywhere Real Estate Compass Dream Finders Homes eXp World Holdings Landsea Homes Offerpad Solutions Redfin Zillow Group |
Compensation Elements
Annual Cash Performance Bonuses For 2024, our Compensation Committee established a formal annual bonus program under which each NEO (other than Mr. Freiha) was eligible for a 2024 performance bonus based upon the achievement of pre-established corporate performance goals approved by our Compensation Committee. Pursuant to his offer letter with us, Mr. Freiha’s annual bonus for 2024 was guaranteed (subject to the repayment conditions described below under “Employment Offer Letters”), rather than subject to achievement of performance goals under the annual performance bonus plan. Target bonuses are set as a percentage of the NEO’s base salary earned during the bonus year and are expected to be paid out in the first quarter of the following year. Our NEOs’ target bonuses for 2024 are set forth in the table below.
Compensation Elements
| Name | Target Bonus (as % of base salary) | | Carrie Wheeler(1) | 33.3% | | Selim Freiha(2) | — | | Sydney Schaub | 50% | | Christina Schwartz | 40% | | Megan Meyer Toolson | 50% |
Compensation Elements
| (1) Represents Ms. Wheeler’s annual cash bonus opportunity as a percentage of her base salary. For fiscal 2024 her bonus target was set at $250,000 pursuant to the terms of her offer letter in connection with her appointment as CEO in December 2022. |
Compensation Elements
| (2) Pursuant to the Freiha Offer Letter (as defined below), Mr. Freiha will become eligible to participate in the annual bonus program beginning in fiscal 2025, and his target bonus will be 50% of his base salary, unless otherwise determined by the Compensation Committee. Refer to “Employment Offer Letters” below for more details. |
Compensation Elements
In March 2024, the Compensation Committee established the corporate performance metric and goals for the year. This metric was set by the Compensation Committee after considering management input and our overall strategic objectives. All final bonus payments to our NEOs are determined by our Compensation Committee. The actual bonuses awarded in any year, if any, may be more or less than the target, depending on the achievement of corporate objectives and may also vary based on other factors at the discretion of the Compensation Committee. Under our 2024 annual bonus plan, the maximum bonus payable to an NEO was 125% of her target bonus. Performance Measures. The corporate performance metric for the 2024 cash performance bonuses was ANI, which is aligned with our goal of driving the Company to sustainable, profitable growth and moving 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 certain non-cash expenses, certain expenses that are not directly related to our revenue-generating operations, and loss (gain) on extinguishment of debt. ANI also aligns the timing of inventory valuation adjustments recorded under GAAP to the period in which the related revenue is recorded. As a result, we believe ANI better reflects our cash flow position than GAAP net income (loss). A detailed definition and full reconciliation of ANI to its most directly comparable GAAP financial measure are included in Annex A attached to this proxy statement. Performance Periods. The 2024 annual bonus program has two performance periods: a semi-annual performance period covering the period January 1, 2024 through June 30, 2024 (“First Half”); and an annual performance period covering the period January 1, 2024 through December 31, 2024 (“Full Year”). In determining any bonus for the Full Year performance period, the payout otherwise earned based on attainment of the corporate performance goal would be reduced by any bonus paid for the First Half performance period. Performance Levels. The goals for ANI were set at levels that we consider to be rigorous and challenging, based in part on our evaluation of the relevant risks and opportunities. The threshold and maximum performance levels were set at, respectively, 75% and 100% for the First Half performance period, and 75% and 125% for the Full Year performance period, which we believed required strong execution for any payout with respect to the corporate objectives and represented a significant challenge. Payout levels represent the amount to be paid to NEOs based on the level of actual performance relative to the goals. In order to motivate performance and underscore the importance of achieving, or closely approaching, the performance goals, the Compensation Committee set the payout at 0% for achievement below the threshold level of performance.
Compensation Elements
| | | ANI (in millions) | | | Performance Level | Payout as a % of Target | First Half Metric | Full Year Metric | | <Threshold | 0% | <$(158.8) | <$(225.3) | | Threshold | 75% | $(158.8) | $(225.3) | | Target | 100% | $(127.0) | $(180.2) | | Maximum | 125% | — | $(135.2) |
Compensation Elements
| (3) See “Employment Offer Letters” below for information regarding Mr. Freiha’s sign-on equity grant. |
Compensation Elements
The TRSUs granted to Mses. Schaub and Schwartz vest over substantially equal quarterly installments over a three-year period commencing April 15, 2024, in each case subject to the executive’s continued employment with us on each such vesting date. The TRSUs granted to Ms. Meyer Toolson vest over substantially equally quarterly installments over a three-year period commencing January 15, 2024, in each case subject to her continued employment with us on each such vesting date. The PRSUs granted to our NEOs in 2024 are eligible to vest subject to achievement of homes acquired and homes sold goals during the year ended December 31, 2024, each weighted at 50%, as described in the table below. Any PRSUs that are eligible to vest based on performance relative to the 2024 performance objectives vest, as to one third of the earned PRSUs, on March 15, 2025, subject to the NEO’s continued employment through such date, and as to the remaining two thirds of the earned PRSUs, in eight substantially equal quarterly installments thereafter, subject to the NEO’s continued employment with us through such vesting date. The number of PRSUs eligible to vest in the aggregate may vary from 0% to 100%. The extent to which PRSUs are eligible to vest is determined based on the performance level achieved, with 0% vesting for performance below threshold levels. In the event of a change in control prior to December 31, 2024, the homes acquired and homes sold goals would be prorated based on the portion of the 2024 calendar year elapsed prior to the change in control, and the PRSUs that are eligible to vest will be determined as of such change in control by measuring the Company’s performance as of such change in control relative to such prorated goals. Following the change in control, the PRSUs determined to be eligible to vest as of such change in control would be subject to the time-based vesting schedule described above, provided that upon an NEO’s termination by us without cause or upon a resignation by an NEO for good reason within 12 months following the change in control, any unvested PRSUs shall become immediately vested. In addition, if the PRSUs are not continued, assumed or replaced in such change in control, the PRSUs determined to be eligible to vest as of such change in control would become fully vested as of immediately prior to such change in control.
Compensation Elements
| | | Metric (Weighting) | | | Performance Level | Payout as a % of Target | Homes Acquired (50%) | Homes Sold (50%) | | <Threshold | — | <15,547 | <12,918 | | Threshold | 80% | 15,547 | 12,918 | | Target | 100% | 19,434 | 16,147 | | Maximum | 120% | 23,321 | 19,376 |
Compensation Elements
As shown above, threshold, target, and maximum goal for each objective were established and performance below threshold (80%) results in none of the PRSUs vesting with respect to such objective. In addition, while up to the maximum (120%) can be earned initially for each of the goals, the total number of PRSUs eligible to vest is capped at the aggregate number of target PRSUs specified for each executive, above. Achievement between each of the levels is measured on a straight-line interpolation basis. These performance metrics were selected to reinforce sustained operational performance through disciplined inflows and outflows and to incentivize progress toward our profitability goals.
Compensation Elements
| Metric | Target Metric | Actual Attainment | Attainment % | Payout as % of Target | | Homes Acquired (50%) | 19,434 | 14,684 | 76% | 0% | | Homes Sold (50%) | 16,147 | 13,593 | 84% | 42% |
Compensation Elements
In March 2025, the Compensation Committee determined that, based on these results, 42% of the total aggregate PRSUs were earned and remain eligible to vest. One third of the earned PRSUs vested on March 15, 2025, and the remaining two thirds of the earned PRSUs will vest in eight substantially equal quarterly installments thereafter, subject to the NEO’s continued employment with us through such vesting date. 2025 PRSUs In designing the 2025 PRSU awards granted to our NEOs, the Compensation Committee generally retained a similar overall design as it relates to how the award is earned, with a one-year performance period and an additional two-year time-based vesting requirement for two thirds of any earned PRSUs. However, the Compensation Committee determined to use a different performance metric based on product-level profit (“PLP”), which is a non-GAAP financial metric that we expect to calculate as Adjusted EBITDA (as defined in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024), less interest expense, plus fixed operating expense. The Compensation Committee chose PLP to incentivize progress toward durable unit economics across our product offering. Under the 2025 PRSUs, the levels of attainment range from 0% to 200%. The extent to which PRSUs become eligible to vest will be determined based on the performance level achieved, with 0% eligible to vest for performance below the threshold level and 200% eligible to vest for performance at the maximum level. Health and Welfare Benefits Our NEOs 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 NEOs, 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. During 2024, we contributed up to $1,000 to employees’ 401(k) accounts, regardless of the amount the employee contributes. In 2025, we will contribute up to $1,100 to employees’ 401(k) accounts. 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 NEOs. 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. Perquisites and Other Personal Benefits Perquisites or other personal benefits are not a significant component of our executive compensation program. Accordingly, we do not generally provide perquisites or other personal benefits to our NEOs, except as generally made available to our employees or in situations where we believe it is appropriate to assist an individual in the performance of their duties, to make them more efficient and effective and for recruitment and retention purposes. During 2024, our NEOs did not receive perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual.
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 2024 NEOs, other than Ms. Meyer Toolson (who voluntarily resigned as an executive officer effective December 2, 2024) is eligible to participate in the Severance Plan. 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 NEOs, 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 NEOs, (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 NEOs, 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 NEOs, paid in installments over 12 months for our CEO and six months for our other NEOs, (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 NEOs, 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
Post-Employment Compensation
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. We are not obligated to provide tax reimbursements or “gross-ups” to any of our executive officers, including our NEOs, 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 NEOs’ compensation. We do believe, however, that these arrangements are necessary to offer competitive compensation packages. Transition Agreement with Christina Schwartz In connection with Mr. Freiha’s appointment as our CFO and Ms. Schwartz’s transition from her position as interim Chief Financial Officer to Chief Accounting Officer, Ms. Schwartz and the Company entered into a transition agreement dated September 30, 2024 (the “Schwartz Transition Agreement”). The Compensation Committee determined it was critical to retain Ms. Schwartz’s service as our Chief Accounting Officer through the first four months of 2025 to support a smooth CFO transition as well as the transition of key strategic, financial, and operational initiatives prior to her termination of employment. Pursuant to the Schwartz Transition Agreement, Ms. Schwartz will continue to be employed with the Company as Chief Accounting Officer through May 2, 2025, on substantially the same terms and with substantially the same compensation as she had received as interim Chief Financial Officer. To ensure business continuity and a successful transition, Ms. Schwartz’s monthly base salary of $33,333.33 was increased to $66,666.67 for the period from November 4, 2024 to May 2, 2025. Upon Ms. Schwartz’s termination of employment on May 2, 2025, or if Ms. Schwartz’s employment is terminated by the Company without cause prior to May 2, 2025, in exchange for a release of claims, she will be entitled to receive her base salary and accelerated vesting of outstanding time-based equity awards (including any earned PRSUs that are subject to additional time-based vesting) that would otherwise vest through November 2, 2025, plus the severance compensation to which she is entitled under the Severance Plan as a result of her termination without cause.
Equity Grant Policies and Practices
Equity Grant Policies and Practices In response to Item 402(x)(1) of Regulation S-K, we do not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments. Accordingly, we have no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by us. In the event that we determine to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing.
Tax and Accounting Considerations
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.
Summary Compensation Table
Summary Compensation Table The table below shows compensation of our NEOs for the fiscal years ended December 31, 2024, 2023 and 2022, to the extent such persons served as NEOs during such period.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Carrie Wheeler Chief Executive Officer | 2024 | 750,000 | | | 500 | 750,500 | | | 2023 | 750,000 | 250,000 | 16,566,265 | | 17,566,265 | | | 2022 | 383,334 | | | | 383,334 | | Selim Freiha Chief Financial Officer | 2024 | 79,167 | 375,000 | 6,200,000 | 4,378 | 6,658,545 | | Sydney Schaub Chief Legal Officer | 2024 | 409,375 | | 1,452,376 | 500 | 1,862,252 | | | 2023 | 350,000 | 175,000 | | | 525,000 | | | 2022 | 111,806 | 350,000 | 4,379,219 | | 4,841,025 | | Christina Schwartz(4) Former Interim Chief Financial Officer & Chief Accounting Officer | 2024 | 452,917 | 200,000 | 1,210,316 | 500 | 1,863,733 | | | 2023 | 352,042 | 425,000 | | | 777,042 | | | 2022 | 321,945 | | 1,826,185 | | 2,148,130 | | Megan Meyer Toolson(5) Former President, Sell Direct and Services | 2024 | 479,167 | | 9,682,536 | 500 | 10,162,203 | | | 2023 | 404,167 | 350,000 | | | 754,167 |
Summary Compensation Table
| (1) Amounts for fiscal year 2024 represent, in the case of Mr. Freiha, the first installment of his sign-on bonus as described above in “Compensation Discussion and Analysis — Employment Offer Letters,” and in the case of Ms. Schwartz, the final installments of her retention bonus. |
Summary Compensation Table
| (2) Amounts listed represent the aggregate grant date fair value of TRSU and PRSU awards granted during the fiscal year referenced, computed in accordance with FASB ASC Topic 718. The grant date fair value of TRSU awards is calculated using the closing price per share of our common stock on the date of grant multiplied by the number of TRSUs. The grant date fair value of PRSU awards is calculated using the closing price per share of our common stock on the date of grant multiplied by the number of PRSUs, as adjusted by the probability of achievement of the applicable performance objectives at the time of grant, which was assumed to be 100% for purposes of the PRSUs granted in 2024, which also represents the maximum level of performance under the PRSUs granted in 2024. The 2024 PRSUs vest based on the achievement of performance objectives for 2024. These amounts do not reflect the actual economic value that may be realized by the NEO. |
Summary Compensation Table
For additional information regarding the stock-based awards granted to our NEOs, please see Note 12, Share-Based Awards to the consolidated financial statements included in our 2024 Annual Report.
Summary Compensation Table
| (3) Amounts for fiscal 2024 include (i) $500 in 401(k) employer contributions for Ms. Wheeler, Ms. Schwartz, Ms. Meyer Toolson, and Ms. Schaub and (ii) $4,378 in legal reimbursement fees for Mr. Freiha in accordance with the Freiha Offer Letter. |
Summary Compensation Table
| (4) Ms. Schwartz transitioned from her position as interim Chief Financial Officer to Chief Accounting Officer effective as of November 4, 2024, and is expected to serve as Chief Accounting Officer until May 2, 2025. |
Summary Compensation Table
| (5) Ms. Meyer Toolson resigned from her position as President, Sell Direct and Services, effective December 2, 2024, and served as an advisor to the Company through January 31, 2025. |
Summary Compensation Table
| 46 | Opendoor Technologies Inc. // 2025 Proxy Statement |
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The figures in the table below show plan-based awards made in fiscal year 2024 to our NEOs. Ms. Wheeler did not receive any equity grants during fiscal year 2024.
2024 Grants of Plan-Based Awards
| Name | Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Carrie Wheeler | Annual Bonus | 3/7/2024 | 187,312 | 250,000 | 312,188 | — | — | — | — | — | | Selim Freiha | TRSU(4) | 11/19/2024 | — | — | — | — | — | — | 3,875,000 | 6,200,000 | | Sydney Schaub | Annual Bonus | 3/7/2024 | 153,516 | 204,688 | 255,859 | — | — | — | — | — | | | PRSU | 2/26/2024 | — | — | — | 95,238 | 119,047 | — | — | 363,093 | | | TRSU(5) | 2/26/2024 | — | — | — | — | — | — | 357,142 | 1,089,283 | | Christina Schwartz | Annual Bonus | 3/7/2024 | 135,875 | 181,167 | 226,459 | — | — | — | — | — | | | PRSU | 2/26/2024 | — | — | — | 79,365 | 99,206 | — | — | 302,578 | | | TRSU(5) | 2/26/2024 | — | — | — | — | — | — | 297,619 | 907,738 | | Megan Meyer Toolson | Annual Bonus | 3/7/2024 | 179,688 | 239,584 | 299,480 | — | — | — | — | — | | | PRSU(6) | 2/26/2024 | — | — | — | 634,920 | 793,650 | — | | 2,420,633 | | | TRSU(7) | 2/26/2024 | — | — | — | — | — | — | 2,380,952 | 7,261,904 |
2024 Grants of Plan-Based Awards
| (1) Amounts in this column represent threshold, target and maximum annual cash bonus opportunities for the NEOs in 2024 under our annual performance bonus plan, which is described above under “Compensation Discussion and Analysis — Compensation Elements — Annual Cash Performance Bonuses.” The 2024 annual bonuses were based on the achievement of an ANI performance goal. Because the threshold performance goal for ANI was not attained under the 2024 annual bonus program, the bonus eligible NEOs received no payout under the 2024 annual bonus plan. Ms. Meyer Toolson was not employed by the Company at the time the cash bonus amounts were determined and accordingly was ineligible to receive a 2024 annual bonus payment. Mr. Freiha was not eligible to participate in our performance bonus program for fiscal year 2024. |
2024 Grants of Plan-Based Awards
| (2) Represents awards of PRSUs granted in 2024. The PRSUs were eligible to vest upon the attainment of homes acquired and homes sold goals, weighted equally, over the 2024 calendar year. One third of any PRSUs that were eligible to vest based on performance relative to the annual performance objectives vested on March 15, 2025, and the remaining two thirds of the earned PRSUs will vest in eight substantially equal quarterly installments thereafter, subject to the NEO’s continued employment with us through such vesting date. The number of PRSUs eligible to vest may vary from 0% to 100%. The extent to which PRSUs are eligible to vest is determined based on the performance level achieved, with 0% vesting for performance below threshold levels. In the first quarter of 2025, the Compensation Committee assessed that the threshold achievement level for the homes acquired goal was not attained, and, with respect to the homes sold goal, achievement was above threshold but below target, resulting in 42% of the target number of shares subject to each NEO’s PRSU award becoming eligible to vest. One third of the earned PRSUs vested on March 15, 2025, and the remaining two thirds of the earned PRSUs will vest in eight substantially equal quarterly installments thereafter, subject to the NEO’s continued employment with us through each vesting date. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity Compensation” for more information. |
2024 Grants of Plan-Based Awards
| (3) Amounts listed in this column represent the applicable grant date fair value of each TRSU and PRSU award granted during the fiscal year referenced, computed in accordance with FASB ASC Topic 718. The grant date fair value of TRSU awards is calculated using the closing price per share of our common stock on the date of grant multiplied by the number of TRSUs. The grant date fair value of PRSU awards is calculated using the closing price per share of our common stock on the date of grant multiplied by the number of PRSUs, as adjusted by the probability of achievement of the applicable performance objectives at the time of grant, which was assumed to be 100% for purposes of the PRSUs granted in 2024. The 2024 PRSUs vest based on the achievement of performance objectives for 2024. These amounts do not reflect the actual economic value that may be realized by the NEO. |
2024 Grants of Plan-Based Awards
For additional information regarding the stock-based awards granted to our NEOs, please see Note 12, Share-Based Awards to the consolidated financial statements included in our 2024 Annual Report.
2024 Grants of Plan-Based Awards
| (4) The TRSUs granted to Mr. Freiha are subject to a three-year vesting schedule with 1/3rd of the total number of units subject to the award vesting on November 15, 2025, and 1/12th of the total number of units subject to the award vesting on a quarterly basis thereafter, subject to continued employment with us through each vesting date. |
2024 Grants of Plan-Based Awards
| (5) The TRSUs are subject to a three-year vesting schedule with 1/12th of the units subject to the award vesting in successive equal quarterly installments following April 15, 2024, subject to continued employment with us through each vesting date. |
2024 Grants of Plan-Based Awards
| (6) As a result of Ms. Meyer Toolson’s resignation from her position as President, Sell Direct and Services, effective December 2, 2024, and resignation as an advisor effective January 31, 2025, the PRSU award was forfeited. |
2024 Grants of Plan-Based Awards
| (7) The TRSUs are subject to a three-year vesting schedule with 1/12th of the units subject to the award vesting in successive equal quarterly installments following January 15, 2024, subject to continued employment with us through each vesting date. As a result of Ms. Meyer Toolson’s resignation from her position as President, Sell Direct and Services, effective December 2, 2024, and resignation as an advisor effective January 31, 2025, 1,587,302 unvested TRSUs were forfeited. |
2024 Grants of Plan-Based Awards
| Opendoor Technologies Inc. // 2025 Proxy Statement | 47 |
Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End The figures in the table below show outstanding equity awards held by each of our NEOs as of December 31, 2024. 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.
Outstanding Equity Awards at 2024 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 | 12/17/2020(2) | | | | | 151,645 | $242,632 | — | — | | | 01/02/2023(3) | | | | | 7,530,121 | $12,048,194 | — | — | | Selim Freiha | 11/19/2024(4) | | | | | 3,875,000 | $6,200,000 | — | — | | Sydney Schaub | 10/07/2022(5) | | | | | 391,559 | $626,494 | — | — | | | 02/26/2024(6) | | | | | 297,619 | $476,190 | — | — | | | 02/26/2024(7) | | | | | 50,105 | $80,168 | — | — | | Christina Schwartz | 09/28/2016 | 59,658 | — | $0.97 | 09/27/2026 | | | | | | | 06/12/2017 | 4,043 | — | $1.02 | 6/11/2027 | | | | | | | 04/15/2021(8) | | | | | 770 | $1,232 | — | — | | | 04/15/2021(9) | | | | | 1,509 | $2,414 | — | — | | | 02/09/2022(10) | | | | | 20,591 | $32,946 | — | — | | | 02/26/2024(6) | | | | | 248,016 | $396,826 | — | — | | | 02/26/2024(7) | | | | | 41,754 | $66,806 | — | — | | 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(11) | | | | | 62,500 | $100,000 | — | — | | | 02/26/2024(12) | | | | | 1,785,714 | $2,857,142 | — | — | | | 02/26/2024(7)(13) | | | | | 334,034 | $534,454 | — | — |
Outstanding Equity Awards at 2024 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 31, 2024 of $1.60. These amounts do not reflect the actual economic value that may be realized by the named executive officer. |
Outstanding Equity Awards at 2024 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 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, subject to continued employment with us through each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (3) 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, subject to continued employment with us through each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (4) The TRSUs are subject to a three-year vesting schedule with 1/3rd of the total number of units subject to the award vesting on November 15, 2025, and 1/12th of the total number of units subject to the award vesting on a quarterly basis thereafter, subject to continued employment with us through each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (5) 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 with us through each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (6) The TRSUs are subject to a three-year vesting schedule with 1/12th of the units subject to the award vesting in successive equal quarterly installments following April 15, 2024, subject to continued employment with us on each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (7) Represents PRSUs earned as of December 31, 2024 based on the achievement of certain company performance metrics. In the first quarter of 2025, the Compensation Committee assessed that the threshold achievement level for the homes acquired goal was not attained, and, with respect to the homes sold goal, achievement was above threshold but below target, resulting in 42% of the target number of shares subject to each NEO’s PRSU |
Outstanding Equity Awards at 2024 Fiscal Year End
| 48 | Opendoor Technologies Inc. // 2025 Proxy Statement |
Outstanding Equity Awards at 2024 Fiscal Year End
award becoming eligible to vest. One third of the earned PRSUs vested on March 15, 2025, and the remaining two thirds of the earned PRSUs will vest in eight substantially equal quarterly installments thereafter, subject to the NEO’s continued employment with us through each vesting date. See “Compensation Discussion and Analysis — Compensation Elements-Long-Term Equity Compensation” for more information.
Outstanding Equity Awards at 2024 Fiscal Year End
| (8) 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 with us through each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (9) 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 with us through each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (10) 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. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (11) 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 the 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 with us through each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (12) The TRSUs are subject to a three-year vesting schedule with 1/12th of the units subject to the award vesting in successive equal quarterly installments following January 15, 2024, subject to continued employment with us on each vesting date. As a result of Ms. Meyer Toolson’s resignation from her position as President, Sell Direct and Services, effective December 2, 2024, and resignation as an advisor effective January 31, 2025, 1,587,302 unvested TRSUs were forfeited. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (13) As a result of Ms. Meyer Toolson’s resignation from her position as President, Sell Direct and Services, effective December 2, 2024, and resignation as an advisor effective January 31, 2025, the PRSU award was forfeited. |
Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024 The figures in the table below show exercises of stock options and vesting of restricted stock units during the fiscal year ended December 31, 2024.
Option Exercises and Stock Vested in 2024
| | 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 | — | — | 4,622,357 | 10,327,143 | | Selim Freiha | — | — | — | — | | Sydney Schaub | — | — | 581,601 | 1,283,714 | | Christina Schwartz | — | — | 299,958 | 687,983 | | Megan Meyer Toolson | — | — | 1,420,335 | 3,202,459 |
Option Exercises and Stock Vested in 2024
| (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. |
Option Exercises and Stock Vested in 2024
| Opendoor Technologies Inc. // 2025 Proxy Statement | 49 |
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 NEOs (i) if their employment had terminated on December 31, 2024 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 31, 2024 of $1.60; the actual amounts payable to our NEOs 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 NEOs 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. Ms. Meyer Toolson resigned from her position as President, Sell Direct and Services effective December 2, 2024, and accordingly was not entitled to any benefits under the executive severance plan as of December 31, 2024. In connection with her resignation, Ms. Meyer Toolson 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, and therefore no values are reflected in the table below.
Potential Payments Upon Termination or Change in Control
| Name and Principal Position | Termination Scenario | Cash Severance $ | Health Benefits Continuation $ | Accelerated TRSUs $(1) | Accelerated PRSUs $(2) | Total $ | | Carrie Wheeler Chief Executive Officer | Termination without Cause or Resignation for Good Reason | $1,000,000 | $28,941 | $3,173,802 | — | $4,202,743 | | | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | $1,375,000 | $43,412 | $12,290,826 | — | $13,709,238 | | Selim Freiha Chief Financial Officer | Termination without Cause or Resignation for Good Reason | $250,000 | $27,764 | $2,046,000 | — | $2,323,764 | | | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | $750,000 | $27,764 | $6,200,000 | — | $6,977,764 | | Sydney Schaub Chief Legal Officer | Termination without Cause or Resignation for Good Reason | $212,500 | $9,364 | $512,901 | — | $734,765 | | | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | $637,500 | $9,364 | $1,102,685 | $80,168 | $1,829,717 | | Christina Schwartz Former Interim Chief Financial Officer & Chief Accounting Officer | Termination without Cause or Resignation for Good Reason | $200,000 | $23,651 | $96,189 | — | $319,840 | | | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | $560,000 | $23,651 | $433,418 | $66,806 | $1,083,875 | | Megan Meyer Toolson Former President, Sell Direct | Termination without Cause or Resignation for Good Reason | — | — | — | — | — | | | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | — | — | — | — | — |
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 $1.60, the closing market price of the Company’s common stock on December 31, 2024. |
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
| (2) Represents the value of PRSUs earned as of December 31, 2024 based on the achievement of certain Company performance metrics. 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 $1.60, the closing market price of the Company’s common stock on December 31, 2024. See “Compensation Discussion and Analysis — Compensation Elements-Long-Term Equity Compensation” for more information. |
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, David Benson, Eric Feder, Dana Hamilton, Pueo Keffer, 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.
Non-Employee Director Compensation
| • | Annual Board Service Retainer: |
Non-Employee Director Compensation
| • | All Eligible Directors: $50,000 |
Non-Employee Director Compensation
| • | Non-Executive Chair/Lead Director (as applicable): $75,000 (in lieu of above) |
Non-Employee Director Compensation
| • | Annual Committee Member Service Retainer: |
Non-Employee Director Compensation
| • | Member of the Audit and Risk Committee: $10,000 |
Non-Employee Director Compensation
| • | Member of the Compensation Committee: $7,500 |
Non-Employee Director Compensation
| • | Member of the Nominating Committee: $5,000 |
Non-Employee Director Compensation
| • | Annual Committee Chair Service Retainer (in lieu of Committee Member Service Retainer): |
Non-Employee Director Compensation
| • | Chair of the Audit and Risk Committee: $20,000 |
Non-Employee Director Compensation
| • | Chair of the Compensation Committee: $15,000 |
Non-Employee Director Compensation
| • | Chair of the Nominating Committee: $10,000 |
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 2024, Mr. Bain, Ms. Hamilton, Ms. Herman, Mr. Keffer, and Mr. Solomon each elected to receive their cash compensation in the form of TRSUs, which were granted on February 16, 2024.
Non-Employee Director Compensation
| Opendoor Technologies Inc. // 2025 Proxy Statement | 51 |
Non-Employee Director Compensation
Equity Compensation On June 14, 2024, the date of our 2024 Annual Meeting of Stockholders, the non-employee directors serving at that time received their annual TRSU grant (the “Annual 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 his election to the Board, on May 1, 2024, Mr. Feder 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 his partial year of service on the Board prior to our 2024 Annual Meeting of Stockholders. Mr. Feder’s May 2024 TRSU grant was eligible to vest in a single installment on the earlier to occur of (a) the 2024 annual meeting of stockholders and (b) the first anniversary of the date of grant, provided that Mr. Feder continues to be a non-employee director on such vesting date. In connection with his election to the Board, on September 11, 2024, Mr. Benson 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 his partial year of service on the Board following our 2024 Annual Meeting of Stockholders. Mr. Benson’s September 2024 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 Mr. Benson 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. On February 26, 2025, the Board amended the Non-Employee Director Compensation Policy to provide that the share price with respect to Annual Grants is the greater of (a) 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 Annual Grant is made and (b) $2.00 per share (the “Annual Grant Share Price”). The Annual Grant Share Price will be used to calculate the number of shares of common stock covering Annual Grants beginning with the Annual Grants awarded to directors in connection with the 2025 Annual Meeting.
2024 Director Compensation Table
2024 Director Compensation Table The following table contains information concerning the compensation of our non-employee directors in fiscal year 2024.
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Adam Bain | 62,500 | 181,198 | 243,698 | | David Benson | 18,288 | 161,570 | 179,858 | | Eric Feder | 33,333 | 181,198 | 214,531 | | Dana Hamilton | 65,466 | 181,198 | 246,664 | | Cipora Herman(3) | 70,000 | 181,198 | 251,198 | | Pueo Keffer | 67,500 | 181,198 | 248,698 | | Jason Kilar(4) | 27,329 | — | 27,329 | | John Rice | 80,000 | 181,198 | 261,198 | | Glenn Solomon | 65,000 | 181,198 | 246,198 |
2024 Director Compensation Table
| (1) The amount of the cash retainers that our non-employee directors (other than 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 16, 2024 that was greater than the amount of the cash retainers to be paid in the form of TRSUs, if any, is reflected in the “Stock Awards” column. The number of TRSUs granted to each non-employee director in lieu of cash retainers for 2024, and the corresponding aggregate grant date fair value of such TRSUs, is as follows: Adam Bain, 17,841 TRSUs, $53,523; Dana Hamilton, 17,127 TRSUs, $51,381; Cipora Herman, 19,981 TRSUs, $59,943; Pueo Keffer, 19,268 TRSUs, $57,804; John Rice, 22,836 TRSUs, $68,508; and Glenn Solomon, 18,554 TRSUs, $55,662. |
2024 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 |
2024 Director Compensation Table
| 52 | Opendoor Technologies Inc. // 2025 Proxy Statement |
2024 Director Compensation Table
non-employee director. For additional information regarding the stock-based awards granted to our NEOs, please see Note 12, Share-Based Awards to the consolidated financial statements included in our 2024 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.
2024 Director Compensation Table
| (3) Ms. Herman resigned from the Board effective February 28, 2025. |
2024 Director Compensation Table
| (4) Mr. Kilar resigned from the Board effective June 14, 2024. |
2024 Director Compensation Table
The table below shows the aggregate number of unvested TRSU awards held as of December 31, 2024 by each non-employee director.
2024 Director Compensation Table
| Name | TRSUs Outstanding as of December 31, 2024 | | Adam Bain | 87,960 | | David Benson | 78,432 | | Eric Feder | 87,960 | | Dana Hamilton | 87,960 | | Cipora Herman(1) | 87,960 | | Pueo Keffer | 87,960 | | Jason Kilar(2) | — | | John Rice | 87,960 | | Glenn Solomon | 87,960 |
2024 Director Compensation Table
| (1) Ms. Herman resigned from the Board effective February 28, 2025. |
2024 Director Compensation Table
| (2) Mr. Kilar resigned from the Board effective June 14, 2024. |
2024 Director Compensation Table
| Opendoor Technologies Inc. // 2025 Proxy Statement | 53 |
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 2024:
CEO Pay Ratio
| • | The annual total compensation of our median employee was $91,605; and |
CEO Pay Ratio
| • | The annual total compensation of our CEO, as reported in the Summary Compensation Table in this proxy statement, was $750,500. |
CEO Pay Ratio
| • | The ratio of the annual total compensation of Ms. Wheeler to our median employee was 8:1. |
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. For fiscal year 2024, we used the same median employee that was identified in 2023 given there was no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in the pay ratio disclosure. For fiscal year 2023, we determined our median employee by looking 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.
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. |
CEO Pay Ratio
| • | Total compensation (base salary, bonuses, plus equity incentive compensation) was selected as the most appropriate and CACM to determine the median employee. |
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. |
CEO Pay Ratio
We determined the median employee’s compensation for 2024 using the same methodology used for determining the total compensation of our NEOs for purposes of the Summary Compensation Table disclosed above. The median employee’s annual total compensation was determined to be $91,605 in 2024. 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.
CEO Pay Ratio
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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, 2023, and 2024 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, 2023, and 2024. 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, 2023 and 2024. In the below pay versus performance table, we provide information about compensation of our NEOs for each of the last five 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.
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 $100 Investment Based On: | | Net Income / (Loss) | Adjusted Net Income / (Loss) | | | | | | | | | Opendoor Total Stockholder Return | Peer Group Total Stockholder Return | | | | (1) | (2) | (3) | (2) | (3) | (2) | (4) | (5) | (6) | ($Millions)(7) | ($Millions)(8) | | 2024 | $750,500 | $(30,822,125) | N/A | N/A | $5,136,683 | $2,326,493 | $5 | $117 | $(392) | $(258) | | 2023 | $17,566,265 | $67,087,377 | N/A | N/A | $838,011 | $3,103,004 | $14 | $104 | $(275) | $(778) | | 2022 | $383,334 | $(33,760,155) | $325,000 | $(191,665,693) | $2,209,789 | $(16,981,618) | $4 | $77 | $(1,353) | $(574) | | 2021 | N/A | N/A | $112,333,540 | $(95,777,677) | $24,302,144 | $5,199,835 | $47 | $112 | $(662) | $(116) | | 2020 | N/A | N/A | $370,240,992 | $396,723,976 | $10,350,414 | $32,491,540 | $73 | $100 | $(253) | $(175) |
Pay Versus Performance
| 1. | Carrie Wheeler served as the Company’s Principal Executive Officer (our “PEO”) for the entirety of fiscal years 2023 and 2024 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: |
Pay Versus Performance
| – | 2024: Selim Freiha, Sydney Schaub, Christina Schwartz, and Megan Meyer Toolson |
Pay Versus Performance
| – | 2023: Christina Schwartz, Megan Meyer Toolson, Sydney Schaub, and Daniel Morillo |
Pay Versus Performance
| – | 2022: Christina Schwartz, Sydney Schaub, Andrew Low Ah Kee, and Daniel Morillo |
Pay Versus Performance
| – | 2021: Carrie Wheeler, Andrew Low Ah Kee, Daniel Morillo, Ian Wong, and Elizabeth Stevens |
Pay Versus Performance
| – | 2020: Carrie Wheeler, Gautam Gupta, Julie Todaro, Tom Willerer, and Elizabeth Stevens |
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. |
Pay Versus Performance
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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: |
Pay Versus Performance
| PEO | | | | | | +/- | | 2022 | 2023 | 2024 | | | Summary Compensation Table - Total Compensation | $383,334 | $17,566,265 | 750,500 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $0 | $16,566,265 | $0 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $0 | $50,602,411 | $0 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $(25,998,352) | $3,349,687 | $(22,123,486) | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $10,589,231 | $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 | $(8,145,137) | $1,546,048 | $(9,449,139) | | - | 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 | $0 | | = | Compensation Actually Paid | $(33,760,155) | $67,087,377 | $(30,822,125) |
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) |
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.
Pay Versus Performance
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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: |
Pay Versus Performance
| NEO Average | | | | | | | | +/- | | 2020 | 2021 | 2022 | 2023 | 2024 | | | Summary Compensation Table - Total Compensation | $10,350,414 | $24,302,144 | $2,209,789 | $838,011 | $5,136,683 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $10,012,145 | $23,637,936 | $1,551,351 | $0 | $(4,636,307) | | + | 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 | $2,652,896 | | + | 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 | $(343,389) | | + | 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 | $388,801 | | + | 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 | $(872,191) | | - | 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 | $0 | | = | Compensation Actually Paid | $32,491,540 | $5,199,835 | $(16,981,618) | $3,103,004 | $2,326,493 |
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. The fair value as of the last day of each fiscal year or the applicable vesting date is determined (a) for stock options, based on the Black-Scholes value as of the applicable date, (b) for TRSUs, based on the stock price as of the applicable date, and (c) for PRSUs, based on the stock price as of the applicable date.
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. |
Pay Versus Performance
| 6. | The TSR Peer Group is the Nasdaq Real Estate and Other Financial Services Index, which is the industry-specific index the Company uses in its Annual Report on Form 10-K. This calculation assumes that $100 was invested in this index on December 21, 2020 (aligned with the period used in footnote #5 above). |
Pay Versus Performance
| 7. | Amounts reported in this column represent the Company’s net income (loss) for the indicated years as reported in our 2024 Annual Report and 2022 Annual Report. |
Pay Versus Performance
| 8. | We chose ANI as our Company-selected measure because we use our Company’s annual ANI performance to determine annual bonuses paid to our NEOs. A detailed definition of ANI and full reconciliation of ANI to its most directly comparable GAAP financial measure are included in Annex A attached to this proxy statement. |
Pay Versus Performance
Tabular List of Financial Performance Measures The following is an unranked list of the most important financial performance measures the Company used to link compensation actually paid to the NEOs to Company performance for the fiscal year ended December 31, 2024:
Pay Versus Performance
| • | ANI |
Pay Versus Performance
| • | Homes acquired |
Pay Versus Performance
| • | Homes sold |
Pay Versus Performance
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.
Pay Versus Performance
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Pay Versus Performance
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, 2023, and 2024. Below are graphs showing the relationship of “Compensation Actually Paid” to our PEO and Non-PEO NEOs for our fiscal years 2020, 2021, 2022, 2023 and 2024 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), (2) our net income (loss), and (3) our ANI.
Pay Versus Performance
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Pay Versus Performance
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Pay Versus Performance
EQUITY COMPENSATION PLAN INFORMATION The table below summarizes our equity compensation plan information as of December 31, 2024.
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) | — | — | 26,614,853(7) | | Restricted Stock Units | 43,206,059(3) | — | — | | Options to Purchase Common Stock | 7,233,044(4) | $2.5142(6) | — | | Equity compensation plans not approved by security holders(2) | 2,041,076(5) | — | 20,203,064 | | Total | 52,480,179 | $2.5142 | 46,817,917 |
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”). |
Pay Versus Performance
| (2) Consists of the 2022 Inducement Award Plan (the “Inducement Plan”). |
Pay Versus Performance
| (3) Consists of 151,645 outstanding TRSUs under the 2014 Plan and 43,054,414 outstanding TRSUs and PRSUs (assuming “target” performance) under the 2020 Plan. |
Pay Versus Performance
| (4) Consists of 7,186,169 outstanding options to purchase stock under the 2014 Plan and 46,875 outstanding options under the 2020 Plan. |
Pay Versus Performance
| (5) Consists of 2,041,076 outstanding TRSUs under the Inducement Plan. |
Pay Versus Performance
| (6) As of December 31, 2024, the weighted-average exercise price of outstanding options under the 2014 Plan was $2.4327 and the weighted-average exercise price of outstanding options under the 2020 Plan was $15.0000. |
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. A maximum of 19,018,751 shares were eligible to be purchased during the offering period under our ESPP in effect as of December 31, 2024. |