DEF 14A of Rocket Companies, Inc., May 29, 2025

DEF 14A of Rocket Companies, Inc.

Filed May 29, 2025 · FY20240001805284-25-000071

Open on EDGAR

  1. Table of contents

    | Proxy summary .................................................................................... | 2 | Option exercises and stock vested in 2024 .............................. | 71 | | Proposal no. 1 – Election of Class II directors ............................ | 15 | Potential payments upon termination of employment or Change in Control of the Company ....................................... | 72 | | Director independence ................................................................. | 17 | Pay versus performance .............................................................. | 76 | | Director backgrounds and qualifications ................................... | 18 | CEO pay ratio ................................................................................ | 84 | | Director nominations and appointments .................................... | 26 | Certain relationships and related person transactions ............. | 85 | | Corporate governance ........................................................................ | 27 | Security ownership of certain beneficial owners and management ........................................................................................ | | | Board leadership ........................................................................... | 27 | | 97 | | Board committees ......................................................................... | 28 | Proposal no. 2 — Ratification of appointment of independent registered public accounting firm for 2025 ........ | | | Risk oversight by the Board ........................................................ | 32 | | 100 | | Corporate policies and practices ................................................ | 36 | Audit Committee report ................................................................ | 102 | | Human capital management ....................................................... | 39 | Audit Committee matters ............................................................. | 103 | | Stockholder engagement ............................................................. | 41 | Questions and answers about the proxy materials and 2025 annual meeting .................................................................. | | | Communications with our Board ................................................. | 42 | | 104 | | Compensation of Non-Affiliated Directors .................................... | 43 | Other matters ........................................................................................ | 110 | | Executive officers ................................................................................ | 45 | Securities authorized for issuance under equity compensation plans ...................................................................... | | | Compensation discussion and analysis ....................................... | 49 | | 110 | | Compensation Committee report .................................................... | 65 | Presentation of stockholder proposals and director nominations at 2026 annual meeting ........................................ | | | Compensation Committee interlocks and insider participation .......................................................................................... | | | 110 | | | 65 | Delinquent Section 16(a) reports ................................................ | 111 | | Named executive officer compensation tables ........................... | 66 | Access to reports and other information .................................... | 111 | | 2024 summary compensation table ........................................... | 66 | Forward-looking statements ........................................................ | 111 | | Grants of plan-based awards in 2024 ........................................ | 67 | | | | Narrative disclosure to summary compensation table and grants of plan-based awards table ............................................. | | | | | | 68 | | | | Outstanding equity awards at December 31, 2024 ................. | 70 | | |

  2. Proposal no. 1 – Class II director nominees for three-year terms

    Proposal no. 1 – Class II director nominees for three-year terms Upon the unanimous recommendation of our Nominating and Governance Committee, our Board has unanimously nominated each of the following nominees for election as Class II directors to serve for a three-year term and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.

  3. Proposal no. 1 – Class II director nominees for three-year terms

    | Dan Gilbert, Chairman | | Age: 63 | | Director since: March 2020 | | Independent: No | | Committee(s): None | | Primary occupation: Founder and Chairman of the Company | | Current service on other public company boards: None | | Alastair (Alex) Rampell | | Age: 43 | | Director since: February 2024 | | Independent: Yes | | Committee(s): None | | Primary occupation: General Partner at Andreessen Horowitz | | Current service on other public company boards: Wise Ltd. (LSE: WISE.L) |

  4. Proposal no. 1 – Class II director nominees for three-year terms

    2025 Proxy Report • 9 of 112

  5. Proposal no. 1 – election of Class II directors

    Proposal no. 1 – election of Class II directors Upon the unanimous recommendation of our Nominating and Governance Committee, our Board has unanimously nominated directors Dan Gilbert and Alastair (Alex) Rampell for election as Class II directors at the annual meeting for new three-year terms, each to serve until the 2028 annual meeting of stockholders and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. Nancy Tellem, a Class II director, has determined not to stand for re-election and will serve the remainder of her term, which will end prior to the annual meeting.

  6. Our Board

    Our Board

  7. Our Board

    | CLASS II | CLASS III | CLASS I | | Terms Expiring in 2025 | Terms Expiring in 2026 | Terms Expiring in 2027 | | Dan Gilbert | Varun Krishna | Bill Emerson | | Alastair (Alex) Rampell | Matthew Rizik | Jennifer Gilbert | | | Suzanne Shank | Jonathan Mariner |

  8. Our Board

    2025 Proxy Report • 16 of 112

  9. Class II directors with terms expiring in 2025

    Class II directors with terms expiring in 2025

  10. Class II directors with terms expiring in 2025

    | Dan Gilbert, Chairman of our Board |

  11. Class II directors with terms expiring in 2025

    | Age: 63 | | Director and Chairman since: March 2020 | | Chairman of Rocket Mortgage since: 1985 |

  12. Class II directors with terms expiring in 2025

    Dan Gilbert is the Chairman of our Board. Dan is the founder of Rocket Mortgage, where he is currently a manager and served as Chairman of the board of directors from 1985 to 2020. He also served as the Chief Executive Officer of Rocket Mortgage from 1985 to 2002. Prior to the Up-C Collapse, Dan is the majority owner of RHI, and the Chairman of its board of directors, a position he has held since 2002. Dan was appointed as CEO and President of RHI in March 2023, and Dan also serves in officer and director roles for certain RHI affiliates. Dan is the majority owner of the NBA Cleveland Cavaliers basketball team and the operator of the Rocket Arena in Cleveland, Ohio. Furthermore, he is the Chairman of ROCK and majority shareholder and founder of the real estate investment firm Bedrock, which has invested and committed billions to acquiring and developing more than 100 properties, including new construction of ground up developments in downtown Detroit and Cleveland, and totaling more than 18 million square feet in Detroit’s downtown urban core. In February 2016, Dan co-founded Detroit-based StockX, the world’s first “stock market of things,” combining the visible, liquid, anonymous, and transparent benefits of a stock market with the online consumer secondary market. In 2015, Dan and Jennifer Gilbert established the Gilbert Family Foundation and in 2017, formed NF Forward to fund cutting-edge research dedicated to finding a cure for neurofibromatosis (NF). Dan earned his Bachelor’s degree from Michigan State University and his law degree from Wayne State University. As our founder and Chairman and a national leader in the mortgage industry, Dan has provided us with critical leadership during our entire 40-year history, including his service as Chief Executive Officer from 1985 until 2002. In that role, he pioneered the digitization of mortgages in America, revolutionized the mortgage industry, and created our ISMs as the guiding principles and philosophy for our team members, which continue to define our corporate culture as well as fundamental corporate strategies and innovation. Our Board also benefits from his in-depth industry knowledge and significant relationships with key business partners and national business leaders. Favorite ISM: Always Raising Our Level Of Awareness. 2025 Proxy Report • 19 of 112

  13. Class II directors with terms expiring in 2025, continued

    Class II directors with terms expiring in 2025, continued

  14. Class II directors with terms expiring in 2025, continued

    | Alastair (Alex) Rampell, Director (Independent) |

  15. Class II directors with terms expiring in 2025, continued

    | Age: 43 | | Director since: February 2024 | | Public Company Boards: Current •Wise Ltd. (since 2021; LSE: WISE.L), a UK-based foreign exchange financial technology company |

  16. Class II directors with terms expiring in 2025, continued

    Alex Rampell is a member of our Board. Alex has been a General Partner at Andreessen Horowitz, where he focuses on financial services, since October 2015. Alex serves on the boards of several Andreessen Horowitz portfolio companies and has led a number of Andreessen Horowitz’s investments. Prior to joining Andreessen Horowitz, Alex co-founded multiple companies including Affirm, FraudEliminator, Point, TrialPay, TXN, and Yub. He currently is a member of the board of directors of Wise, Ltd., a position he has held since 2021, and from 2015 to 2017, he was a member of the board of directors of KCG Holdings, Inc. He holds a Bachelor’s degree in Applied Mathematics and Computer Science from Harvard University. Alex is one of the world’s experts on artificial intelligence and provides a unique perspective on the intersection of technology, finance and emerging trends. Alex contributes his senior leadership and private board experience and financial services expertise to our Board from his service to the portfolio companies of Andreessen Horowitz, as well as his prior serial entrepreneurship, including cofounding many tech-driven financial companies. Alex also has significant expertise in business strategy, emerging trends, innovation and technology, including responsible use of artificial intelligence, and corporate governance. He also has public company experience with a foreign-listed company. Favorite ISM: Obsessed With Finding A Better Way. 2025 Proxy Report • 20 of 112

  17. Class III directors with terms expiring in 2026

    Class III directors with terms expiring in 2026

  18. Class III directors with terms expiring in 2026

    | Varun Krishna, Chief Executive Officer, Director |

  19. Class III directors with terms expiring in 2026

    | Age: 43 | | Director since: December 2023 |

  20. Class III directors with terms expiring in 2026

    Varun Krishna is our Chief Executive Officer. Varun has held this position since September 2023. As CEO of Rocket Companies and as CEO of Rocket Mortgage, Varun is responsible for guiding business strategy and overseeing its implementation as well as overseeing how Rocket’s brands and products work together as an ecosystem. He previously served as Executive Vice President and General Manager of Intuit Inc.’s Consumer Group from May 2022 to September 2023, holding the positions of Senior Vice President and General Manager of Growth Products and Senior Vice President and General Manager of Mint, from February 2022 and January 2020, respectively. He joined Intuit in September 2015 as Vice President of Product for Intuit’s TurboTax business unit and became Senior Vice President of Product for TurboTax and Mint in August 2019. At Intuit, Varun was responsible for overseeing the organization’s end-to-end suite of consumer and tax products and services, including TurboTax and TurboTax Live. Prior to Intuit, Varun held executive positions at PayPal, Groupon, and BetterWorks after spending some of his early career at Microsoft overseeing a variety of product lines and features. Varun holds a Bachelor’s degree in Computer Engineering from the University of Waterloo in Canada. Varun contributes his significant executive leadership experience and business acumen gained within the fintech industry to our Board, while also providing his unique insights as our Chief Executive Officer. Varun has a proven track record of driving product growth and enhancing client experiences through strategy and innovation. His entrepreneurial mindset and tech-forward vision make him a key asset to the Board. Favorite ISM: Obsessed With Finding A Better Way. 2025 Proxy Report • 21 of 112

  21. Class III directors with terms expiring in 2026, continued

    Class III directors with terms expiring in 2026, continued

  22. Class III directors with terms expiring in 2026, continued

    | Matthew Rizik, Director |

  23. Class III directors with terms expiring in 2026, continued

    | Age: 70 | | Director since: March 2020 | | Committee memberships: Compensation (Chair), Nominating and Governance (Chair) |

  24. Class III directors with terms expiring in 2026, continued

    Matthew Rizik is a member of our Board as well as a director of RHI. The Company has also engaged Matthew as a consultant since 2020. Matthew’s compensation is provided entirely pursuant to his role as a consultant, and he is not compensated additionally for his service on the Board or as a director of RHI. Matthew joined RHI in 2012 as the Chief Tax Officer and is currently Treasurer, Chief Financial Officer and Chief Tax Officer. In February 2023, Matthew was appointed as the Chief Executive Officer of ROCK. Prior to joining RHI, Matthew was a tax partner with PricewaterhouseCoopers LLP in Detroit, where he had over 31 years of experience serving Fortune 500 public companies. Matthew currently serves as a board member of ROCK, Bedrock, Rocket Mortgage, Rocket Classic, the Cleveland Cavaliers, the Motown Museum Legacy Council, City Year, Gilbert Family Foundation, Rocket Giving Fund and NF Forward. Matthew is a Certified Public Account and is a member of the American Institute of Certified Public Accountants and the Michigan Association of CPAs. Matthew earned a Bachelor’s degree in Accounting and a Master’s degree in Business Administration from Michigan State University. Matthew is qualified to serve as a member of our Board due to his significant senior leadership experience in the areas of accounting and tax. As Chief Financial Officer of RHI with prior experience serving prominent companies in the banking and mortgage industries, his significant knowledge and experience brings important perspective on our business strategy, operating structure, operations and general industry conditions. Favorite ISM: You’ll See It When You Believe It. 2025 Proxy Report • 22 of 112

  25. Class III directors with terms expiring in 2026, continued

    Class III directors with terms expiring in 2026, continued

  26. Class III directors with terms expiring in 2026, continued

    | Suzanne Shank, Director (Independent) |

  27. Class III directors with terms expiring in 2026, continued

    | Age: 63 | | Director since: August 2020 | | Committee memberships: Audit, Nominating and Governance | | Public Company Boards: Current •CMS Energy and Consumer’s Energy (since 2019; NYSE: CMS), an electric and natural gas utility provider + Audit (Member), Executive (Member), Finance (Chair) •White Mountains Insurance Group Ltd. (since 2021; NYSE: WTM), a Bermuda company engaged in the business of making acquisitions in the insurance, financial services and related sectors + Finance (Member), Compensation and Nominating and Governance (Member) Last five years •American Virtual Cloud Technologies (2017 to 2020; Nasdaq: AVCT), a blank check company, or a SPAC + Audit (Member), Nominating (Member) |

  28. Class III directors with terms expiring in 2026, continued

    Suzanne Shank is a member of our Board. Suzanne is the President, CEO and co-founder of Siebert Williams Shank & Co., LLC, a full-service investment banking firm offering debt and equity origination services to a wide range of Fortune 500 companies and debt underwriting for municipal clients nationally. She has held this role since 2019. Previously, Suzanne was Chairperson and CEO of Siebert Cisneros Shank & Co., L.L.C., a firm which she co-founded in 1996. Suzanne currently serves as a board member of CMS Energy and Consumers Energy as well as White Mountains Insurance Group Ltd., and also serves on private company boards of the Kresge Foundation, the Skillman Foundation, the Detroit Regional Chamber (Executive Committee), Partnership for New York City, and the Spelman College Board of Trustees. She formerly served on the board of SIFMA, the SEC’s Fixed Income Market Structure Advisory Committee, the Municipal Securities Rulemaking Board and the Bipartisan Policy Center’s CEO Council on Infrastructure. Suzanne earned a Bachelor’s degree in Civil Engineering from the Georgia Institute of Technology and a Master’s degree in Business Administration from the Wharton School, University of Pennsylvania. Suzanne’s senior leadership experience in the financial services industry is of particular importance to our Board given the Company’s ongoing business and strategy. Further, her experience as a current and former director of other public companies provides our Board with an important perspective on many fundamental areas of oversight, including governance, finance, accounting, stockholder engagement and risk management. Our Board has determined that she qualifies as an audit committee financial expert under SEC rules. Favorite ISM: Do The Right Thing. 2025 Proxy Report • 23 of 112

  29. Class I directors with terms expiring in 2027

    Class I directors with terms expiring in 2027

  30. Class I directors with terms expiring in 2027

    | Bill Emerson, President, Director |

  31. Class I directors with terms expiring in 2027

    | Age: 62 | | Director since: February 2023 |

  32. Class I directors with terms expiring in 2027

    Bill Emerson is a member of our Board, and has served as our President since September 5, 2023. In this executive position, he is a strategic advisor to the CEO. He served as our Chief Operating Officer from September 2023 until June 2024 as well as our Interim Chief Executive Officer from June 2023 to September 2023. Bill was previously Vice Chairman of RHI, a position he held from February 2017 until May 2023, and he served in a leadership role at Bedrock from July 2020 until February 2023. In both roles, he was responsible for leadership, growth and development of culture. From 2002 to 2017, Bill was Chief Executive Officer of Rocket Mortgage, the Company’s flagship business, a position he held for 15 years. Bill is a member of the board of directors of the United Way of Southeast Michigan; Detroit Economic Club; Detroit Sports Organizing Committee; Housing Policy Council; Rocket Giving Fund; Rocket Classic; The Parade Company; the Detroit Children’s Fund and the Skillman Foundation. Bill earned a Bachelor’s degree in business from Penn State University. Bill’s extensive leadership roles in our key businesses for many years gives him a unique understanding of our business, culture and history through many economic cycles, which is particularly critical given recent executive transitions and the current macroeconomic challenges. His senior leadership experience also provides our Board with valuable perspective in significant areas of oversight such as long-term strategy, budgeting, risk management, human capital management and succession planning. Favorite ISM: You’ll See It When You Believe It. 2025 Proxy Report • 24 of 112

  33. Class I directors with terms expiring in 2027, continued

    Class I directors with terms expiring in 2027, continued

  34. Class I directors with terms expiring in 2027, continued

    | Jennifer Gilbert, Director |

  35. Class I directors with terms expiring in 2027, continued

    | Age: 56 | | Director since: March 2020 | | Committee memberships: Nominating and Governance |

  36. Class I directors with terms expiring in 2027, continued

    Jennifer Gilbert is a member of our Board. Jennifer is the wife of Dan Gilbert. Jennifer has been a director of RHI since 2019 and currently serves as a board member of ROCK and the Gilbert Family Foundation. With more than 20 years of experience in interior design, Jennifer Gilbert has evolved her expertise to serve as the Founder and Creative Director of Detroit-based POPHOUSE, a commercial design firm specializing in utilizing data and industry research to provide cutting-edge workplaces for clients across a broad spectrum of industries since 2013. Jennifer also founded Amber Engine in 2015, a Detroit-based home furnishings services and solutions technology company. Amber Engine’s mission is to provide the most accurate, complete and timely record of product data for the $275 billion home furnishings industry through its easy-to-use, flexible and affordable cloud-based SaaS solutions. Amber Engine was sold to Material Bank in March 2022. Prior to Amber Engine, Jennifer founded Doodle Home, a digital platform for residential interior designers. Doodle Home was sold to Dering Hall in 2015. Jennifer is active with a number of non-profits focused on the arts, Jewish causes and finding a cure for neurofibromatosis (NF). She is President of NF Forward, Chair of the Cranbrook Academy of Art Board of Governors. Jennifer founded the Detroit Art Collection to beautify and inspire public spaces and structures in downtown Detroit with sculptural and mixed media works from local, as well as national artists, galleries and dealers. Jennifer earned her Bachelor of Arts in Interior Design at Michigan State University. As a founder of companies focused on delivering a strong client experience surrounding data, research and technology- driven solutions, Jennifer contributes to our Board her significant business and leadership experience in the areas of innovation and technology, entrepreneurship and strategic thinking and client experience. Further, her commitment to notable non-profit businesses serving key community needs provides her insight to the key drivers and importance of culture, sustainability and human capital. Favorite ISM: Every Client. Every Time. 2025 Proxy Report • 25 of 112

  37. Class I directors with terms expiring in 2027, continued

    Class I directors with terms expiring in 2027, continued

  38. Class I directors with terms expiring in 2027, continued

    | Jonathan Mariner, Director (Independent) |

  39. Class I directors with terms expiring in 2027, continued

    | Age: 70 | | Director since: March 2020 | | Committee memberships: Audit (Chair), Compensation | | Public Company Boards: Current •Five9, Inc. (since 2023; Nasdaq: FIVN), a provider of cloud contact centers + Audit (Member) •OneStream, Inc. (since 2024; Nasdaq: OS), an enterprise finance management platform + Audit (Member) Last five years •Tyson Foods, Inc (2019 to 2025; NYSE: TSN), a global food company •Enjoy Technology, Inc. (2021 to 2022; a public company through July 2022; Nasdaq: ENJY) an eCommerce company |

  40. Class I directors with terms expiring in 2027, continued

    Jonathan Mariner is a member of our Board. Jonathan has served as the Founder and President of TaxDay, LLC, a mobile residency tax tracking application, since April 2016. Jonathan previously served in various roles for Legacy EJY, Inc. (formerly known as Enjoy Technology, Inc.), an operator of mobile retail stores that went public in 2021, including as a member of the board of directors (from December 2020 to September 2022), Chief Administrative Officer (from December 2020 to September 2022), and Chief People Officer (from February 2021 to January 2022). On June 30, 2022, Enjoy filed voluntary petitions under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. He also served in executive leadership roles at the Major League Baseball, including as Chief Investment Officer from January 2015 to May 2016 and as Executive Vice President and Chief Financial Officer from March 2002 to December 2014, and as Interim Head of Regional Sports Networks for The Walt Disney Company in 2019 prior to their sale to Sinclair Broadcasting. Prior to his position at the Major League Baseball, he was the Chief Financial Officer for the Florida Marlins Baseball Club, Florida Panthers Hockey Club and Dolphins Stadium. He has served as a board member of Five9, Inc. since May 2023 and OneStream, Inc. since July 2024, and various other private companies and organizations, including McGraw-Hill Education since 2016 and IEX Group, Inc. since 2016. He previously served as a board member of Tyson Foods, Inc., Ultimate Software Group Inc. and FM Global Insurance, Inc. Jonathan earned a Bachelor’s degree from the University of Virginia and a Master’s degree in Business Administration from the Harvard Business School. He was previously a certified public accountant. Through his numerous executive roles and as a former CPA, Jonathan contributes to our Board with significant leadership experience in finance, investments, human capital, compliance, accounting and strategy. Further, through his experience at Enjoy Technology and as founder of a software company, he also has experience in technology, client development and user experience, and industry disruptive innovation. Jonathan’s ongoing service as a director of other public company boards also provides critical knowledge on key oversight functions. Our Board has determined that he qualifies as an audit committee financial expert under SEC rules, providing the basis for his critical leadership as our Audit Committee Chair. Favorite ISM: We’ll Figure It Out. 2025 Proxy Report • 26 of 112

  41. Nominating and Governance Committee use of compensation consultants

    Nominating and Governance Committee use of compensation consultants Our Nominating and Governance Committee regularly reviews our director compensation program and periodically recommends changes to the program for Board approval. The Nominating and Governance Committee’s review and recommendation, if any, considers our direct pay philosophy, relevant market practices, and consultation with the independent compensation consultants. See “Compensation discussion and analysis – Compensation governance – Independent compensation consultant” for information regarding the independent compensation consultants. 2025 Proxy Report • 32 of 112

  42. Compensation

    Compensation •Review and approval (or recommendation to our Board for approval) of compensation (including establishing performance metrics and goals for incentive programs), as well as severance, termination and change in control, policies and agreements for the executive officers. •Oversight of delegation to management for administration of equity program for non-executive officers. •Comparing benchmarking and survey data to evaluate executive officer compensation programs. •Consideration of whether and how our executive compensation philosophy, policies and programs support our overall business and risk management strategy. •Review of the material risks associated with our compensation structure, policies and programs for all team members to determine whether they encourage excessive risk-taking. •Evaluation of compensation policies and practices to mitigate risk, including timing of equity awards to executive officers and directors. •Administration of our Clawback Policy as delegated by our Board. •Direct oversight of stockholder engagement related to compensation matters. 2025 Proxy Report • 34 of 112

  43. Utilization of peer group benchmarking

    Utilization of peer group benchmarking When revising the Non-Affiliated Director compensation policy in June 2023, our Board utilized benchmarking with the same peer group used for NEO compensation, general industry survey data and related market information from Korn Ferry. Our Nominating and Governance Committee will consider the need for additional benchmarking or other changes to the compensation program for Non-Affiliated Directors on a periodic basis. The Nominating and Governance Committee did not review benchmarking data or consider changes to the policy in 2024, but expects to do so in 2025.

  44. Annual RSU award

    Annual RSU award The annual RSU award is granted on the date of each annual meeting of stockholders and will vest in full on the earlier of the first anniversary of the grant date or the date of the first regularly scheduled annual meeting of stockholders following the grant date. In the event of a Change in Control (as defined below), any unvested RSU awards will become immediately vested and settled if either (a) the director will not continue as a member of our Board of the Company, acquirer or surviving company as applicable or (b) if the RSU awards are not continued or assumed. The RSU awards also provide for immediate vesting of the unvested portion of the RSU award at the time of termination of service due to death or disability. In the event of a director’s termination of service at any time prior to the vesting date, other than due to death or disability or in connection with a Change in Control, all unvested RSUs will be canceled and forfeited. All RSUs are credited with dividend equivalent rights that are accrued and paid in cash at settlement following the vesting date. To the extent the RSUs vest, the cash amount paid is equal to the dividends declared per share of our Class A common stock over the vesting period, multiplied by the number of vested RSUs. No dividends are paid on unvested RSUs.

  45. Non-Affiliated Director compensation limitation

    Non-Affiliated Director compensation limitation Our stockholder-approved 2020 Omnibus Incentive Plan provides that the maximum grant date fair value of awards to a Non-Affiliated Director in any single fiscal year, taken together with any cash fees paid to such director during the fiscal year, will be $750,000.

  46. 2024 director compensation table

    2024 director compensation table The table below sets forth the compensation of our directors in 2024, excluding Varun, whose compensation for his service as an executive officer is covered in the Summary Compensation Table. Bill Emerson is also a director and an executive officer of the Company, and he does not receive any additional compensation for services provided as a director. Equity award amounts are based on grant date fair values and do not represent the actual value that will be received by each individual from the awards.

  47. 2024 director compensation table

    | Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | All other compensation ($) | Total ($) | | Dan Gilbert | — | — | — | — | | Jennifer Gilbert | — | — | — | — | | Jonathan Mariner | 120,000 | 214,986 | — | 334,986 | | Alex Rampell(3) | 68,613 | 296,042 | — | 364,655 | | Matthew Rizik(4) | — | — | — | — | | Suzanne Shank | 105,000 | 214,986 | — | 319,986 | | Nancy Tellem | 105,000 | 214,986 | — | 319,986 |

  48. 2024 director compensation table

    (1)Reflects annual cash retainer for Board Committee and Board Committee chairperson service. (2)Reflects the grant date fair value of RSU awards granted under our 2020 Omnibus Incentive Plan in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 for stock-based compensation, disregarding the effect of estimated forfeitures (“ASC Topic 718”). The grant date fair value is calculated as of the closing price of our Class A common stock as quoted on NYSE on the grant date, multiplied by the number of shares subject to the award. (3)The amount reflected in the Stock Awards column for Alex includes RSUs granted on February 1, 2024 in connection with his appointment to the Board. (4)Matthew is a member of RHI’s board and is an executive of RHI, as well as serving Chief Executive Officer of ROCK, and therefore does not receive compensation for services as a director of the Company in accordance with our policy. However, he receives compensation from his consulting services to the Company and Holdings. See “Certain relationships and related person transactions – Related person transactions – Other transactions.” As of December 31, 2024, Jonathan, Suzanne and Nancy each held 15,034 unvested RSUs, Alex held 22,623 unvested RSUs and Matthew held 276,174 unvested RSUs and options to purchase 30,801 shares of Class A common stock. 2025 Proxy Report • 45 of 112

  49. CD&A table of contents

    | Executive summary | Page 50 | | 2024 executive compensation program and pay | Page 54 | | Annual base salary | Page 55 | | Annual cash incentive plan (AIP) | Page 55 | | Long-term equity awards | Page 57 | | 2024 PSU plan | Page 58 | | Compensation Governance | Page 62 | | Defining roles for effective compensation oversight | Page 62 | | Independent compensation consultant | Page 62 | | Compensation policies and practices | Page 63 | | Stock ownership guidelines for executive officers | Page 63 | | Timing and pricing of equity awards | Page 63 | | Hedging and pledging | Page 63 | | Clawback policy | Page 63 | | Benefits and perquisites | Page 64 | | Other Compensation | Page 64 | | Tax considerations | Page 64 |

  50. Executive compensation program enhancements

    Executive compensation program enhancements Our executive compensation program, including for our NEOs, consists of fixed compensation (a base salary), a short- term variable cash compensation component (a cash bonus under our annual cash incentive plan, or “AIP”) and a long- term variable equity compensation component (long-term equity awards). We refer to the combination of fixed and variable compensation as total direct compensation. Our program is designed and administered to align with our compensation philosophy, which includes promoting long-term value creation, balancing short- and long-term performance and providing competitive pay. In 2024, we implemented a number of enhancements to our executive compensation program to better reflect and reinforce our compensation philosophy and objectives. These enhancements aim to: •Strengthen our pay-for-performance culture by aligning compensation decisions more closely with Company performance •Reward achievement of short- and long-term results that reflect our strategic goals and create long-term stockholder value •Attract, motivate and retain executive talent to drive our long-term success We accomplished these objectives and reinforced the business strategy and pay-for-performance culture through the adoption of new variable compensation components: the AIP and performance-based restricted stock units (“PSUs”). •Variable cash component: Transitioned our cash bonus from a fully discretionary cash bonus payout to the AIP. The AIP consists of objective Company financial performance metrics (two-thirds of the target cash bonus), and a subjective assessment of Company performance via a scorecard (one-third of the target cash bonus) covering three core focus areas: (1) Execution; (2) Client; and (3) Culture. •Variable equity component: Transitioned our long-term equity award from solely consisting of restricted stock units (“RSUs”) that are subject to an ongoing service condition to an equal split of the target equity grant value into 50% RSUs and 50% PSUs, with three year performance goals. This CD&A explains our compensation philosophy, objectives and design, our compensation-setting process and our executive compensation program components. It also describes the decisions made for 2024 for each of our NEOs.

  51. 2024 “say-on-pay” advisory vote on NEO compensation

    2024 “say-on-pay” advisory vote on NEO compensation At our 2024 annual meeting of stockholders, the Company provided stockholders with a “say-on-pay” advisory vote on executive compensation, and 99.4% of the votes cast were “FOR” approval of our NEO compensation. This very high support did not imply a need to make material changes to our executive compensation program in 2024. However, our Compensation Committee and leadership team introduced enhancements to the pay program to better support our compensation objectives, including to reinforce a pay-for-performance culture. These enhancements included transitioning our cash bonus from a fully discretionary cash bonus payout to the metrics-based AIP, the introduction of PSUs as an element of the pay program and a change in pay mix for the annual long-term equity award from 100% RSUs to 50% RSUs and 50% PSUs. Our Compensation Committee will continue to consider stockholder feedback and the results of future say-on-pay advisory votes to inform our executive compensation program.

  52. Compensation practices

    | What we do | What we don’t do | | Provide incentive compensation that is variable, “at risk” and balances short- and long-term results | No guaranteed annual salary increases, bonuses or equity awards | | Align compensation with stockholder returns through long-term equity with multi-year vesting | No supplemental company-paid retirement benefits or nonqualified deferred compensation plans | | Use peer group, and broader market data, to establish competitive compensation | No repricing of stock options | | Engage independent compensation consultant to advise on executive and director compensation | No excise tax “gross-up” on change-of-control payments | | Maintain robust stock ownership guidelines for NEOs and non-employee directors | No dividends on unvested equity awards | | Conduct annual risk assessment of compensation policies, plans and practices | No discounted stock options | | Maintain Clawback Policy for financial restatements | | | Hold say-on-pay vote every three years | | | Maintain Insider Trading Policy that prohibits, or provides guidelines and limitations, with respect to transactions in our securities | | | Use market-aligned cash severance and right to acceleration of equity awards upon death, disability, change in control and, for certain executives, upon termination without cause | |

  53. 2024 CEO target compensation and pay components

    2024 CEO target compensation and pay components Varun joined the Company as Chief Executive Officer (“CEO”) in September 2023, and his total direct compensation was set forth in his employment agreement that was approved by our Compensation Committee. The agreement included his annual base salary and annual bonus target, as a percentage of base salary, and provided that he was eligible for his initial annual long-term equity award in 2024, including the amounts to be awarded in RSUs and PSUs in March 2024, as part of annual compensation decisions. The majority of the CEO’s target total direct compensation is subject to forfeiture (“at-risk”) with an emphasis on variable compensation to reward short- and long-term performance measured against financial and non-financial goals informed by our Company’s strategy. The only fixed component is base salary. The chart below summarizes the 2024 components of the compensation that comprised the CEO’s target total direct compensation opportunity, with approximately 94% delivered in variable compensation. See the “2024 summary compensation table” for compensation actually paid for 2024.

  54. Compensation philosophy and objectives

    | Pay-for- performance | Compensation reflects financial and non-financial performance metrics to drive achievement of our strategic goals and to create long-term value aligned with stockholder interest | | Use a balanced compensation structure | Compensation delivered in a mix of fixed and variable compensation, with an emphasis on variable compensation that appropriately balances short- and long-term goals and promotes long-term stockholder value creation | | Attract, motivate and retain | Compensation is competitive to our peers and the broader market in order attract, motivate and retain executives that possess the skills, talent and experience necessary to drive our long-term success |

  55. Compensation peer group and benchmarking

    Compensation peer group and benchmarking Our Compensation Committee uses our compensation peer group, broader market survey data and guidance from its independent compensation consultant to implement our executive compensation philosophy and objectives. The peer group is used to develop an understanding of market compensation pay levels and mix for executives in comparable roles and executive pay practices including program design. While our Compensation Committee utilizes such information broadly in connection with its annual review of executive compensation, it is not used to formulaically define pay levels. Instead, our Compensation Committee evaluates our compensation peer group, broader market pay practices and internal pay equity, and seeks to maintain pay positioning that is consistent with the market while allowing flexibility for differentiated, market-leading pay opportunities for high-impact, visionary leadership and superior performance. Our compensation peer group includes companies that compete with us for executive talent. During 2024, we continued to develop and implement our refreshed strategy to be the leader in AI-enabled financial solutions for our customers. As the business shifts, we must maintain competitive positions against comparable companies in the market. Accordingly, our Compensation Committee requested that Korn Ferry, as its independent compensation consultant, review the composition of such compensation peer group. Following a review by Korn Ferry with input from management, our Compensation Committee decided to make several refinements to our compensation peer group for 2024 as set forth below. Our Compensation Committee generally selects peer group companies based on the following factors:

  56. Compensation peer group and benchmarking

    | Revenue 0.25x to 4x that of Rocket | Fintech companies | Consumer financial products | Significant brand presence | | Based on such considerations, we determined that the following companies were appropriate for 2024: | | | | | • Adobe Inc. • Ally Financial Inc. • Airbnb, Inc. • Block, Inc. (f/k/a Square, Inc.) • Carvana Co. • Discover Financial Services | • eBay Inc. • Expedia Group, Inc. • Fidelity National Information Services, Inc. • Intercontinental Exchange, Inc. • Fiserv, Inc. | • Interactive Brokers Group, Inc. • Intuit Inc. • PayPal Holdings, Inc. • PennyMac Financial Services, Inc. • Servicenow, Inc. | • Sofi Technologies, Inc. • The Charles Schwab Corporation • The Western Union Company • Visa Inc. • Zillow Group, Inc. |

  57. Compensation peer group and benchmarking

    The companies listed in bold were added based on the revenue and business criteria. The following companies were included in the prior year’s compensation peer group and removed based on the revenue criteria and consideration of business alignment: Capital One Financial Corporation, Mastercard Incorporated, OpenDoor Technologies Inc. and The Progressive Corporation. 2025 Proxy Report • 54 of 112

  58. Annual cash incentive plan (AIP)

    Annual cash incentive plan (AIP) For 2024, we transitioned from a fully discretionary annual cash bonus program to the AIP, with payout based on performance against three measures for one-year performance periods ending December 31, 2024, weighted equally at target value: (1) Company adjusted Revenue; (2) Company adjusted EBITDA; and (3) Company scorecard of financial and non-financial strategic priorities across three focus areas - Execution, Client, and Culture.

  59. Company financial metrics, goals and results (67% weighted at target value)

    Company financial metrics, goals and results (67% weighted at target value) The two financial metrics of adjusted Revenue and adjusted EBITDA are key performance indicators that reflect the Company’s commitment to continuing growth and operational performance. Due to the significant variability in adjusted Revenue and adjusted EBITDA based on the mortgage market size, which is out of the Company’s control, the Compensation Committee determined to utilize dynamic goal setting that scales with the actual size of the mortgage market size determined after the end of the performance period. At the time of approving the AIP, the Compensation Committee set target goals that vary with the actual size of the mortgage market where the goals reflect a rigorous evaluation of the proposed business plan. For each target performance level, the Compensation Committee also established threshold (50% payout) and maximum (200% payout) performance and payout ranges. The Compensation Committee relied upon its experience and collective business judgment, along with input from Korn Ferry, in establishing goals and believes they are set at levels that require strong performance for target payout and exceptional performance for maximum payout. The Compensation Committee set the scaling between threshold and maximum payouts as a percentage of target for adjusted Revenue, or 80% and 120% of target respectively. The performance range is wider for adjusted EBITDA, 60% and 140% of target respectively, to account for greater variability of adjusted EBITDA on a percentage basis. In addition, for adjusted EBITDA, targets were set so that threshold must be at least $150 million less than target, and maximum must be at least $150 million more than target, to appropriately differentiate payouts when the mortgage market size is on the lower end of the dynamic goal setting scale. 2025 Proxy Report • 56 of 112 Following the end of the performance period, the actual goals in dollars are known (based on mortgage market size), actual performance is evaluated, and if the Company has a net loss in the performance period the Compensation Committee has the discretion to reduce payouts under the AIP. To determine the final goals and payouts under the AIP, the Compensation Committee estimated the mortgage market size was $1.7 trillion for 2024 based on industry sources. The Company financial metrics, payout scale, and 2024 performance and payout for each metric for the 2024 AIP are set forth below.

  60. Company financial metrics, goals and results (67% weighted at target value)

    | | | | ($ in billions) | | | | | | Financial metric | Weight (%) | Performance period | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | 2024 actual performance | 2024 actual payout | | Adjusted Revenue(1) | 33% | Full year | $3.610 (80% of target) | $4.512 (100% of target) | $5.414 (120% of target) | $4.902 | 143% | | Adjusted EBITDA(2) | 33% | Full year | $0.321 (60% of target) | $0.534 (100% of target) | $0.748 (140% of target) | $0.862 | 200% |

  61. Company subjective assessment of performance (33% weighted at target value)

    Company subjective assessment of performance (33% weighted at target value) For the assessment of performance, via a Company scorecard, payout can be earned from 0% to 200%. The Compensation Committee chose to use a scorecard approach, informed by the CEO’s subjective assessment, against three focus areas: Execution, Client and Culture. The final 2024 payout of 73% of target for this element was based on progress against a mix of internal quantitative and qualitative objectives underlying the three focus areas to drive results against long-term Company strategic goals, as summarized below. The Compensation Committee’s overall assessment was that, while the Company had made positive strides in meeting its objectives across all focus areas, more progress was required to be performing at the target level. Therefore, the final funding for this part of the AIP was below target.

  62. 2024 AIP aggregate payout percentage

    2024 AIP aggregate payout percentage The total achievement for the 2024 AIP resulted in a 139% payout of the target bonus for each NEO, as included in the table below. This reflects strong improvements in financial results, where both adjusted revenue and adjusted EBITDA results exceeded target performance. Progress on the key Company Scorecard elements of Execution, Client, and Culture were considered to be positive, though below the desired target performance level.

  63. 2024 AIP aggregate payout percentage

    | Financial metric | Weight (%) | 2024 actual payout (%) | Weighted payout (%) | | Adjusted Revenue | 33% | 143% | 48% | | Adjusted EBITDA | 33% | 200% | 67% | | Company Scorecard | 33% | 73% | 24% | | Total(1) | 100% | | 139% |

  64. 2024 AIP aggregate payout percentage

    (1)Sum totals may differ based on rounding.

  65. 2024 target and actual cash bonus

    2024 target and actual cash bonus The Compensation Committee set the 2024 target bonuses (as a percentage of base salary) for our NEOs. The target and actual earned cash bonus amounts for our NEOs for the 2024 AIP cash bonus are set forth below, based on the following calculation: The final 2024 cash bonus payouts for each NEO, based on base salary (prorated, where applicable), target bonus % of base salary and AIP payout % are set forth below.

  66. 2024 target and actual cash bonus

    | Name | Base salary ($) | Target bonus (%) | Target bonus ($) | AIP payout (%) | Actual cash bonus ($) | | Varun Krishna | 1,250,000 | 150 | 1,875,000 | 139 | 2,606,250 | | Brian Brown | 700,000(1) | 100(1) | 700,000(1) | 139 | 973,000 | | Shawn Malhotra | 459,016(2) | 75(2) | 344,262(2) | 139 | 478,525 | | Jonathan Mildenhall | 657,186(2) | 75(2) | 492,890(2) | 139 | 685,116 | | Heather Lovier | 600,000(1) | 100(1) | 600,000(1) | 139 | 834,000 |

  67. 2024 target and actual cash bonus

    (1)The target bonuses (as a percentage of salary) for Brian and Heather were approved by the Compensation Committee in August 2024, after a review of market data and internal pay equity, following a mid-year expansion of responsibilities for Brian and a mid-year promotion to Chief Operating Officer for Heather. The Compensation Committee determined, in recognition for their contributions to the Company for the entire year, it was appropriate to use Brian and Heather’s new base salaries, retroactive to January 1, 2024, for determining final payout under the AIP. (2)The target bonuses (as a percentage of salary) for Shawn and Jonathan were approved by the Compensation Committee in August 2024, after a review of market data and internal pay equity following their appointment by the Board as executive officers on June 20, 2024. These target bonuses of 75% superseded the target bonuses of 50% included in each of their employment agreements, and the new target bonuses were used for determining final payouts under the AIP, along with prorated salaries based on their dates of hire pursuant to their employment agreements.

  68. Long-term equity awards

    Long-term equity awards The Compensation Committee grants RSUs and PSUs to align our executive pay with stockholder interests and long-term Company strategic goals to drive long-term stockholder value. The value ultimately realized from any long-term equity grant is a function of the number of shares that are earned and vest and our stock price at the time of vesting and settlement, and for PSUs, achieving three-year performance goals. Long-term equity is an important strategic lever to help attract, motivate and retain the talent and experience required to drive our long-term success. 2025 Proxy Report • 58 of 112 In March 2024, our Compensation Committee chose to implement a shift in the Company’s long-term equity awards for select senior leaders. The Compensation Committee adopted the new PSU structure to reinforce the Company’s philosophy of having a strong pay-for-performance culture with direct alignment to stockholder value creation. Since the PSU framework was new to the Company, the Compensation Committee elected to have limited participation in the 2024 PSU grants, including our CEO and CFO, with plans to consider expanding as part of the continued evolution of the executive compensation program in 2025. For the CEO and CFO, the approved 2024 equity mix was 50% RSUs (at target equity grant value) and 50% PSUs (at target equity grant value). Our other NEOs received 100% RSUs for their 2024 equity awards. Generally, the size of the awards depended on the NEO’s position and current salary, as well as management’s recommendations, competitiveness in the market, internal pay equity and other subjective factors deemed relevant by the Compensation Committee. Shawn and Jonathan received only RSUs in 2024 per their employment agreements in connection with their hiring. Shawn’s RSUs were granted to replace the value forfeited by him relating to certain outstanding equity awards at his prior employer and Jonathan’s RSUs were granted as an inducement to join the Company. Heather received only RSUs in 2024, due to the timing of her annual award being granted prior to her appointment as an executive officer, and her subsequent award was in recognition of her promotion to Chief Operating Officer.

  69. Equity grant values and award amounts

    Equity grant values and award amounts Each NEO’s grant value of target RSUs and target PSUs (if applicable) are divided by the closing stock price on the grant date to determine the respective amount of RSUs and PSUs granted, except the methodology for Varun’s awards was set forth in his employment agreement (see footnote 1 below). As discussed above, Shawn, Jonathan and Heather received only RSUs in 2024.

  70. Equity grant values and award amounts

    | Name | Target total grant values ($) | Target RSUs | | Target PSUs | | | | | Grant value ($) | Shares (#) | Grant value ($) | Shares (#) | | Varun Krishna(1) | 16,875,000 | 8,437,500 | 780,252 | 8,437,500 | 780,252 | | Brian Brown(2) | 5,000,000 | 2,500,000 | 196,540 | 2,500,000 | 196,540 | | Shawn Malhotra(2) | 8,000,000 | 8,000,000 | 579,290 | — | — | | Jonathan Mildenhall(2) | 7,000,000 | 7,000,000 | 553,797 | — | — | | Heather Lovier(2) | 3,250,000 | 3,250,000 | 218,380 | — | — |

  71. Equity grant values and award amounts

    (1)The grant date for the annual awards to Varun was March 8, 2024. Varun’s employment agreement provided that, for 2024 annual equity awards, his applicable grant value of RSUs and Target PSUs, each to be in the amount of $8,437,500, would be divided by the 30-day trailing average stock price ending on September 5, 2023, his employment start date, to determine the applicable number of shares for his respective RSU and PSU grants. The 30-day trailing average stock price end on September 5, 2023 was $10.81. The value disclosed in the Summary Compensation Table below is higher than the value above as the actual stock price on the date of grant was $12.72. (2)The grant dates and closing price for our common stock on the grant date were as follows: (i) Brian - March 8, 2024; $12.72; (ii) Shawn - May 6, 2024; $13.81; (iii) Jonathan - March 7, 2024; $12.64; and (iv) Heather - March 7, 2024; $12.64 and August 26, 2024; $20.78. The target total grant value for Brian was determined by the Compensation Committee as part of 2024 annual compensation decisions for our NEOs. For Heather, the target total grant includes her 2024 annual award of $2,000,000, prior to her appointment as an executive officer in June 2024, and a $1,250,000 award approved by the Compensation Committee in conjunction with her promotion to Chief Operating Officer in August 2024. For Shawn and Jonathan, the target total grant values represent awards established in connection with their hiring dates, in May 2024 and January 2024, respectively.

  72. 2024 PSU plan

    2024 PSU plan The Compensation Committee introduced PSUs for the first time in 2024 as a new vehicle within our executive compensation program to better meet our compensation objectives, strengthening our pay-for-performance culture by aligning compensation decisions to Company performance to drive long-term value aligned with stockholder interest. Unlike time-based RSUs that generally vest semiannually in equal installments over three years, our PSUs cliff vest after three years based on achievement against three Company performance metrics, with a payout range of 0% - 200% of target.

  73. Company performance metrics overview

    Company performance metrics overview PSUs are earned and vest based on three Company performance metrics to be achieved over a three-year performance period: Relative Total Shareholder Return (“rTSR”), Refinance Mortgage Market Share Growth (“Refinance Market Growth”) and Purchase Mortgage Market Share Growth (“Purchase Market Growth”). The Compensation Committee selected these three metrics as they help to drive the Company’s overall strategic objectives of creating stockholder value and increasing long-term market share. In determining the weighting between refinance and purchase mortgage market 2025 Proxy Report • 59 of 112 share growth, our Compensation Committee noted that the Company’s earnings at the time of evaluating the pay mix were heavily based on refinance market share.The metric weighting, and brief description of each, is included in the table below.

  74. Company performance metrics overview

    | Metric | % of grant value of target PSUs | Description | | Relative Total Shareholder Return(1)(2) | 50% | Measures the Company’s total shareholder return (“TSR”) at the end of the performance period, where performance is determined by the ranking (as a percentile) of the Company’s TSR versus a custom peer group. See below for the TSR peer companies. | | Refinance Mortgage Market Share Growth(2)(3) | 40% | Measures growth of the Company’s market share of U.S. residential single family (1-4 units) mortgages originated whose loan purpose is a refinance. See below for more details on year- over-year growth cumulative goal-setting. | | Purchase Mortgage Market Share Growth(2)(3) | 10% | Measures growth of the Company’s market share of U.S. residential single family (1-4 units) mortgages originated whose loan purpose is a purchase. See below for more details on year- over-year growth cumulative goal-setting. |

  75. Company performance metrics overview

    (1)TSR is defined as the stock price appreciation (or reduction) over the performance period, including reinvestment of dividends, divided by the stock price at the beginning of the period. Stock price shall be based on the 90- trading day average closing stock price of our common stock immediately preceding the first day of the performance period and the 90-trading day average of our common stock ending on the last day of the performance period. TSR is subject to adjustment by the Compensation Committee as it determines necessary to give effect to any dividend (other than regular cash dividends) or other distribution, corporate transaction, event or other change in company structure affecting the common stock of any company or the value thereof, or any other adjustment permissible under the 2024 PSU plan. (2)The Compensation Committee reserves the right to adjust the goals and/or the level of achievement required for any performance metric for the performance period, including to account for any (i) corporate acquisition, divestiture or other discontinued operations, (ii) change in tax law or regulation or change in accounting principle, (iii) corporate event or occurrence that is extraordinary or unusual in nature, or (iv) other adjustment permissible under the 2024 PSU plan. (3)The Compensation Committee determines refinance and purchase mortgage market share based on its review of independent industry reports using a consistent methodology to measure growth from the beginning to the end of the performance period. Based on such performance metric weighting and the target PSUs granted, the number of target PSUs by performance metric awarded is set forth below.

  76. Company performance metrics overview

    | | Target PSUs rTSR (50% weighting) | | Target PSUs Refinance Mortgage Market (40% weighting) | | Target PSUs Purchase Mortgage Market (10% weighting) | | | Name | Grant value ($) | Shares (#) | Grant value ($) | Shares (#) | Grant value ($) | Shares (#) | | Varun Krishna(1) | 4,218,750 | 390,126 | 3,375,000 | 312,100 | 843,750 | 78,026 | | Brian Brown | 1,250,000 | 98,270 | 1,000,000 | 78,616 | 250,000 | 19,654 |

  77. Company performance metrics overview

    (1)The grant date for the annual awards to Varun was March 8, 2024. Varun’s employment agreement provided that the applicable grant value of target PSUs for his 2024 annual equity award would be in the amount of $8,437,500 and would be divided by the 30-day trailing average stock price ending on September 5, 2023, his employment start date, to determine the applicable number of target shares for his PSU grant. The 30-day trailing average stock price end on September 5, 2023 was $10.81. The actual value disclosed in the Summary Compensation Table below is higher than the value above as the actual stock price on the date of grant was $12.72.

  78. Relative TSR (rTSR) design overview and TSR peer group

    Relative TSR (rTSR) design overview and TSR peer group The rTSR performance goal was established as a three-year period covering January 1, 2024 to December 31, 2026. A payout equal to a specific percentage of the target number of shares is earned based on the Company’s rTSR percentile rank against its TSR peer group, as described in more detail below, for the applicable performance period. Payouts levels range from as low as 50% to a maximum of 200% of target, based on specific threshold, target, and maximum rTSR goals, and below threshold performance will result in 0% payout. Payouts are capped at 100% of target if Rocket has absolute negative TSR over the performance period. In determining to focus on rTSR, our Compensation Committee considered the importance of promoting long-term value creation. Our Compensation Committee created a TSR peer group for rTSR comparison purposes, with advice from Korn Ferry. The companies chosen reflect companies that are operating in the same or adjacent industries as Rocket, are of a sufficient scale to be generally comparable to Rocket and have historical stock trading profiles with generally high correlations to Rocket and 10-year treasury bonds. The list of companies is included in the table below. 2025 Proxy Report • 60 of 112

  79. Relative TSR (rTSR) design overview and TSR peer group

    | Companies(1) | | | | | Affirm Holdings Inc. | DR Horton, Inc. | Loan Depot | SoFi Technologies, Inc. | | Ally Financial Inc. | Ellington Financial, Inc. | Mr Cooper Group, Inc. | Stewart Information Services Corp. | | American Express Co. | Fidelity National Financial, Inc. | NMI Holdings, Inc. | Toll Brothers, Inc. | | Annaly Capital Management Inc. | First American Financial Corp. | PayPal Holdings, Inc. | Truist Financial Corp. | | Block, Inc. | Guild Holdings Co. | PennyMac Financial Services, Inc. | Upstart Holdings, Inc. | | Charles Schwab | Intercontinental Exchange, Inc. | PNC Financial Services Group, Inc. | U.S. Bancorp | | Compass, Inc. | KB Home | Radian Group, Inc. | UWM Holdings Corp. | | CoStar Group Inc. | Lennar Corp. | Rithm Capital (New Residential) Corp. | Zillow Group Inc. |

  80. Relative TSR (rTSR) design overview and TSR peer group

    (1)Compensation Committee reserves the right to remove companies from the rTSR peer group due to the following events involving any such companies during the performance period: mergers, acquisitions, consolidations, divestitures or insolvencies. The graphic below summarizes the relationship between the Company’s TSR performance versus the TSR peer group and the percent target that may be earned based on achievement against the rTSR performance goal.

  81. Mortgage market share performance metrics and goals

    Mortgage market share performance metrics and goals In determining to focus on mortgage market share growth, our Compensation Committee considered that financial performance is driven by profitable market share growth, and that based on analyst and investor feedback, such performance metrics were strongly aligned with the Company’s long-term stock price. In determining the weighting between refinance and purchase mortgage market share growth, our Compensation Committee noted that that Company’s earnings at the time of evaluating the pay mix were heavily based on refinance market share. The mortgage industry is inherently volatile, with rapid swings possible due to interest rates or other macroeconomic or geopolitical factors. While Rocket and others in our sector experience volatility, our long-term objective is to profitably grow market share. Within this context, our Compensation Committee determined the market share growth performance metrics would be measured over a three-year performance period but that it would set goals annually to determine the cumulative performance goal. Achievement of the targeted cumulative three-year growth goal will result in a target payout. There is a threshold growth goal to achieve a 50% payout, below which no market share PSU awards will be earned. The maximum (or 200% payout) earning opportunity for the market share PSUs is for achievement that is well above the target 2025 Proxy Report • 61 of 112 level of three-year cumulative market-share growth. For any market share PSUs to be earned, we must achieve positive cumulative adjusted EBITDA over the first two years of the performance cycle. The Compensation Committee will set an annual year-over-year (“YoY”) growth goal in the first quarter of each performance year (for years 2024 through 2026), with a cumulative three-year goal to be established following approval of the goals for the third year, as illustrated below for visual purposes only. (1)Actual cumulative growth calculation = (1+'24 YoY Growth Rate) x (1+'25 YoY Growth Rate) x (1+ '26 YoY Growth Rate) -1

  82. 2025 PSU plan

    2025 PSU plan In March 2025, our Compensation Committee approved changes to the PSU plan design to simplify the goal-setting structure, based on input from its new independent compensation consultant, Semler Brossy Consulting Group, LLC (“Semler Brossy”). The change focused on the mortgage market share growth performance metrics where we transitioned from a cumulative three-year growth performance target comprised of annually-set goals, to a one-year growth performance goal, with payout recognized after the three-year cliff vesting period. In addition, the weighting between refinance and purchase market share will each be equally balanced at 25% of the total PSUs. There was no change to the rTSR design framework as compared to the 2024 PSU plan. Finally, we expanded participation beyond NEOs to a broader set of senior leaders. 2025 Proxy Report • 62 of 112

  83. Independent compensation consultant

    Independent compensation consultant The Compensation Committee had engaged Korn Ferry as its independent compensation consultant since the Company’s IPO in 2020. In December 2023, the Compensation Committee re-engaged Korn Ferry as its independent compensation consultant to support the development of the 2024 executive compensation program, including evaluation and assistance in selecting an appropriate compensation peer group, benchmarking executive compensation programs amongst the peer group and general market survey data, and providing input on our executive compensation plan design and equity usage and allocation. In addition, Korn Ferry assisted with the Compensation Committee’s compensation risk assessment in the first quarter of 2024 for fiscal year 2023, and provided information regarding general compensation market trends. Korn Ferry also advised the Nominating and Governance Committee with matters related to director compensation for 2024. 2025 Proxy Report • 63 of 112 Korn Ferry performed no other services for us in 2024, and the Compensation Committee determined that there were no conflicts of interest raised by the work of Korn Ferry. In October 2024, the Compensation Committee conducted a competitive search process for compensation consultation services and selected Semler Brossy as its new independent compensation consultant, effective October 2024, to assist our Compensation Committee and Nominating and Governance Committee with matters related to executive officer and director compensation programs for 2025. Although Semler Brossy’s work plan primarily related to the 2025 executive compensation program, Semler Brossy assisted in 2024 with the Compensation Committee’s compensation risk assessment, provided information regarding general compensation market trends and assisted with the review of our executive compensation philosophy and objectives as we seek to attract, motivate and retain executive talent to drive our long-term success. Semler Brossy performed no other services for us in 2024, and the Compensation Committee determined that there were no conflicts of interest raised by the work of Semler Brossy.

  84. Timing and pricing of equity awards

    Timing and pricing of equity awards Our Compensation Committee does not coordinate the timing of equity grants with the release of material non-public information. Our Compensation Committee generally grants equity awards for executive officers on an annual basis in the first quarter of the year based upon a pre-determined schedule set well in advance, and for new hires on an ad hoc basis around the hire date. Our Compensation Committee does not otherwise grant equity awards in anticipation of the release of material nonpublic information and it does not otherwise time the release of material nonpublic information based on equity award grant dates.

  85. Other compensation

    Other compensation As part of our efforts to build out the senior management team and to attract and retain top executive talent, we may provide sign-on bonuses and buy-out equity awards for new hires. New hire sign-on bonuses and buy-out equity awards are an effective means of making up for compensation opportunities executives forfeit when they leave a former employer, and/or to act as an inducement to join the Company. We typically require executives to return all or a portion of their sign-on bonus if, within a certain period after joining us, they voluntarily leave the Company or are involuntarily terminated by the Company for cause. New hire equity awards are used to incentivize executives to join without unnecessarily increasing annual compensation levels. Buy-out and new hire equity awards are generally subject to a time-based vesting period and unvested amounts are forfeited upon voluntary or involuntary termination. In connection with their hiring in January and May 2024, Jonathan received a sign-on bonus of $2,015,000 and Shawn received a sign-on bonus of $2,000,000, to provide an inducement to join and replace forfeited compensation. The sign-on bonuses are subject to reimbursement for specified termination events if their employment is voluntarily terminated without Good Reason (as defined in their employment agreements) or involuntarily terminated for Cause (as defined in their employment agreements) within the first 12 months after their respective start dates.

  86. 2024 summary compensation table

    2024 summary compensation table The following table shows total compensation earned by or granted to our NEOs during the last three fiscal years, as calculated under SEC rules, and titles of each NEO are as of December 31, 2024.

  87. 2024 summary compensation table

    | Name and principal position | Year | Salary ($)(1) | Bonus ($)(2) | Stock awards ($)(3) | Non-equity incentive plan compensation ($)(4) | All other compensation ($)(5) | Total ($) | | Varun Krishna CEO | 2024 | 1,250,000 | — | 21,995,304 | 2,606,250 | 36,372 | 25,887,926 | | | 2023 | 404,110 | 2,606,164 | — | — | 435,640 | 3,445,914 | | Brian Brown CFO And Treasurer | 2024 | 667,486 | — | 5,540,463 | 973,000 | 29,660 | 7,210,609 | | | 2023 | 500,000 | 250,000 | 2,250,003 | — | 18,036* | 3,018,039 | | | 2022 | 325,000 | 466,500 | 3,044,233 | — | 5,998 | 3,841,731 | | Shawn Malhotra CTO | 2024 | 459,016 | 2,000,000 | 7,999,995 | 478,525 | 131,148 | 11,068,684 | | Jonathan Mildenhall CMO | 2024 | 657,186 | 2,015,000 | 6,999,994 | 685,116 | 474,371 | 10,831,667 | | Heather Lovier COO | 2024 | 516,530 | — | 3,249,969 | 834,000 | 55,486 | 4,655,985 |

  88. 2024 summary compensation table

    (1)The amounts in this column represent actual salary paid to the NEOs in 2024. For the NEO’s current base salaries, see “Compensation discussion and analysis – 2024 executive compensation program and pay – Annual base salary”. (2)For Shawn and Jonathan in 2024, reflects the one-time signing cash bonuses of $2 million and $2.015 million, respectively. (3)The dollar values shown reflect the grant date fair value of RSU and PSU awards granted under our 2020 Omnibus Incentive Plan in accordance with ASC Topic 718. The grant date fair value for RSU awards is calculated as of the closing price of our Class A common stock as quoted on NYSE on the grant date multiplied by the number of shares subject to the award. The fair value for the portion of the PSUs that vest based upon the achievement of mortgage market share growth was based on the probable outcome of the performance-based vesting conditions as of the service inception date, which was target level of performance, multiplied by the closing price of our Class A common stock as quoted on NYSE on the service inception date. Under FASB ASC Topic 718, the provisions of the PSUs that vest upon the achievement of rTSR are considered a market condition, and therefore the effect of that market condition is reflected in the grant date fair value for this portion of the award. A third party was engaged to complete a Monte Carlo simulation to account for the market condition. That simulation takes into account the beginning stock price of our common stock, the expected volatilities for the rTSR comparator group, the expected volatilities for the Company’s stock price, correlation coefficients, the expected risk-free rate of return and the expected dividend yield of the Company and the comparator group. The single grant-date fair value computed by this valuation method is recognized by the Company in accounting for the awards regardless of the actual future outcome of the rTSR performance. Therefore, there is no separate maximum grant-date fair value reported with respect to the rTSR PSUs. Each of Refinance Market Growth and Purchase Market Growth is considered a performance condition and the fair value as of the service inception date used in this table for Refinance Market Growth and Purchase Market Growth PSUs corresponds with management’s expectation of the probable outcome of the performance condition as of the service inception date. The fair value of the Refinance Market Growth and Purchase Market Growth PSUs are calculated as the closing price of our common stock as quoted on NYSE on the service inception date multiplied by the target number of shares subject to the award. The maximum service inception date fair value for the Refinance Market Growth and Purchase Market Growth PSUs granted in 2024 are as follows: ◦Varun, $7,939,824 for Refinance Market Growth (compared to $3,969,912 for such measure in the table) and $1,984,981 for Purchase Market Growth (compared to $992,491 for such measure in the table) ◦Brian, $1,999,991 for Refinance Market Growth (compared to $999,996 for such measure in the table) and $499,998 for Purchase Market Growth (compared to $249,999 for such measure in the table) (4)Represents the AIP cash bonus related to the achievement of Company scorecard, adjusted Revenue, and adjusted EBITDA performance metrics. (5)The amounts reported in this column for all NEOs for 2024 include Company matching contributions to 401(k) plan accounts, health insurance and certain perquisites and personal benefits (travel expenses, entertainment tickets, Company gifts, security, technology and new hire benefits, including relocation expenses). The amounts reported for Shawn and Jonathan in 2024 include $59,944 and $215,146, respectively, for reimbursement of commuting and temporary lodging expenses for 2024 in connection with their hiring and in accordance with their respective employment agreements. The amounts for 2024 also include tax gross-ups in accordance with the employment agreements for each applicable NEO. The tax gross-up amounts reflect the following: $3,768 for Varun for expenses related to entertainment tickets and Company gifts; $7,111 for Brian for expenses related to entertainment tickets and Company gifts; $70,939 for Shawn primarily for expenses related to commuting, travel and temporary lodging and also for Company gifts; $238,464 for Jonathan primarily for expenses related to commuting, travel and temporary lodging and also for entertainment tickets and Company gifts; and $13,610 for Heather for expenses for work- related travel, entertainment tickets and Company gifts. * The above table reflects a revised “All other compensation” amount for Brian for 2023 due to perquisites received in 2023 but paid by the Company in 2024. 2025 Proxy Report • 67 of 112

  89. Grants of plan-based awards in 2024

    Grants of plan-based awards in 2024 The following table provides information about equity and non-equity awards granted to our NEOs in 2024. All equity awards were made under the 2020 Omnibus Incentive Plan.

  90. Grants of plan-based awards in 2024

    | Name | Grant date | Board approval date | Estimated possible 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 (#) | | | | Varun Krishna | 3/8/2024(2) | 3/8/2024 | — | — | — | 390,126 | 780,252 | 1,560,504 | — | 12,070,498 | | | 3/8/2024(4) | 3/8/2024 | — | — | — | — | — | — | 780,252 | 9,924,805 | | | — | — | 312,500 | 1,250,000 | 2,500,000 | — | — | — | — | — | | Brian Brown | 3/8/2024(2) | 3/8/2024 | — | — | — | 98,270 | 196,540 | 393,080 | — | 3,040,474 | | | 3/8/2024(4) | 3/8/2024 | — | — | — | — | — | — | 196,540 | 2,499,989 | | | — | — | 116,667 | 466,667 | 933,333 | — | — | — | — | — | | Shawn Malhotra | 5/6/2024(5) | 5/6/2024 | — | — | — | — | — | — | 579,290 | 7,999,995 | | | — | — | 57,377 | 229,508 | 459,016 | — | — | — | — | — | | Jonathan Mildenhall | 3/7/2024(6) | 3/7/2024 | — | — | — | — | — | — | 553,797 | 6,999,994 | | | — | — | 82,148 | 328,593 | 657,186 | — | — | — | — | — | | Heather Lovier | 3/7/2024(6) | 3/7/2024 | — | — | — | — | — | — | 158,227 | 1,999,989 | | | 8/26/2024(7) | 8/26/2024 | — | — | — | — | — | — | 60,153 | 1,249,979 | | | — | — | 100,000 | 400,000 | 800,000 | — | — | — | — | — |

  91. Grants of plan-based awards in 2024

    (1)Represents possible payouts for the Company financial performance metrics (representing two-thirds of the target value) under our 2024 AIP. Threshold performance reflects earned performance at the threshold level for one of the two Company financial performance metrics. The remaining one-third of the target value of the 2024 AIP relates to a discretionary payout (Company scorecard) and therefore is not reflected here. Actual bonuses earned for 2024 are disclosed in the “Non-Equity Incentive Plan Compensation” column of the 2024 summary compensation table. (2)Represents grants of PSUs with 50% of the PSUs vesting based on the Company’s TSR performance compared to the TSR peer group, 40% of the PSUs vesting based on achievement of financial performance goals relating to Refinance Market Growth and 10% of the PSUs vesting based on achievement of financial performance goals relating to Purchase Market Growth. See “Compensation discussion and analysis - 2024 executive compensation program and pay - Long-term equity awards” for further information regarding the long-term incentive program. (3)The grant date fair values in this column are calculated as disclosed in the 2024 summary compensation table above. The grant date fair value per share was $12.72 on March 8, 2024, $13.81 on May 6, 2024, $12.64 on March 7, 2024 and $20.78 on August 26, 2024 (the closing price per share of the Company’s Class A common stock on the NYSE on each date, respectively). (4)Represents grants of RSUs that vest in six equal installments semiannually on each consecutive March 8 and September 8 beginning on September 8, 2024. (5)Represents grant of RSUs that vest in six equal installments semiannually on each consecutive November 6 and May 6 beginning on November 6, 2024, for Shawn’s new hire equity award. (6)Represents grants of RSUs that vest in six equal installments semiannually on each consecutive March 7 and September 7 beginning on September 7, 2024, for Jonathan’s new hire equity award and Heather’s annual equity award. (7)Represents grants of RSUs that vest in six equal installments semiannually on each consecutive March 7 and September 7 beginning on March 7, 2025, for Heather’s equity award granted in conjunction with her promotion. 2025 Proxy Report • 68 of 112

  92. Outstanding equity awards at December 31, 2024

    Outstanding equity awards at December 31, 2024 The following table provides information about the outstanding Company equity awards held by our NEOs as of December 31, 2024.

  93. Outstanding equity awards at December 31, 2024

    | Name | Grant date | Option awards | | | | Stock awards | | | | | | | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(8) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(9) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(10) | | Varun Krishna | 3/8/2024(1) | — | — | — | — | 650,210 | 7,321,365 | 585,189 | 6,589,228 | | Brian Brown | 3/8/2024(1) | — | — | — | — | 163,784 | 1,844,208 | 147,405 | 1,659,780 | | | 3/3/2023(2) | — | — | — | — | 173,612 | 1,954,871 | — | — | | | 3/7/2022(2) | — | — | — | — | 54,201 | 610,303 | — | — | | | 8/5/2020(3) | 92,402 | — | 18.00 | 8/5/2030 | — | — | — | — | | Shawn Malhotra | 5/6/2024(4) | — | — | — | — | 482,742 | 5,435,675 | — | — | | Jonathan Mildenhall | 3/7/2024(5) | — | — | — | — | 461,498 | 5,196,467 | — | — | | Heather Lovier | 8/26/2024(6) | — | — | — | — | 60,153 | 677,323 | — | — | | | 3/7/2024(5) | — | — | — | — | 131,856 | 1,484,699 | — | — | | | 9/28/2023(7) | — | — | — | — | 121,508 | 1,368,180 | — | — | | | 3/7/2022(2) | — | — | — | — | 12,195 | 137,316 | — | — | | | 8/5/2020(3) | 123,203 | — | 18.00 | 8/5/2030 | — | — | — | — |

  94. Outstanding equity awards at December 31, 2024

    (1)Each of these RSU awards vests in six equal installments semiannually on each consecutive March 8 and September 8 beginning on September 8, 2024, subject to such person’s employment continuing on such applicable vesting dates. (2)Each of these RSU awards vests in three equal installments on each of the first three anniversaries of the grant date, subject to such person’s employment continuing on such applicable vesting dates. (3)These stock option awards vested as to 33.33% on the first anniversary of the grant date and monthly thereafter over the next 24 months, subject to such person’s employment continuing on such applicable vesting dates. (4)This RSU award vests in six equal installments semiannually on each consecutive November 6 and May 6 beginning on November 6, 2024, subject to such person’s employment continuing on such applicable vesting dates. (5)Each of these RSU awards vests in six equal installments semiannually on each consecutive March 7 and September 7 beginning on September 7, 2024, subject to such person’s employment continuing on such applicable vesting dates. (6)This RSU award vests in six equal installments semiannually on each consecutive March 7 and September 7 beginning on March 7, 2025, subject to such person’s employment continuing on such applicable vesting dates. (7)This RSU award vests in six equal installments semiannually on each consecutive March 7 and September 7 beginning on March 7, 2024, subject to such person’s employment continuing on such applicable vesting dates. (8)Represents the sum of (a) the product of (i) $11.26 (which was the closing price of the Company’s Class A common stock on the NYSE on December 31, 2024, the last trading day of 2024) and (ii) the number of shares of Class A common stock underlying the RSUs, and (b) the cash dividend equivalents related to such RSUs, as applicable. As of December 31, 2024, Brian had earned dividend equivalents on outstanding unvested RSUs from 2022 awards in the amount of $54,743. (9)Represents outstanding Relative TSR, Refinance Market Growth and Purchase Market Growth PSUs with performance conditions that have not yet been satisfied. The number of PSUs has been calculated for purposes of this table based on the assumption that target performance, threshold performance and threshold performance will be achieved for the 2024 rTSR, Purchase Market Growth and Refinance Market Growth, respectively. For additional information on the performance metric design, goals and corresponding payout levels of the award, see “Compensation discussion and analysis – 2024 executive compensation program and pay – Long-term equity awards.” (10)Represents the product of (i) $11.26 (which was the closing price of the Company’s Class A common stock on the NYSE on December 31, 2024, the last trading day of 2024) and (ii) the applicable number of shares of Class A common stock underlying the PSUs. 2025 Proxy Report • 71 of 112

  95. Option exercises and stock vested in 2024

    Option exercises and stock vested in 2024 The following table sets forth information regarding the value realized by each of our NEOs on the vesting of stock awards in 2024. The number of shares acquired and the value realized for each award excludes the payment of any fees, commissions or taxes. In 2024, no stock options were exercised by our NEOs.

  96. Option exercises and stock vested in 2024

    | Name | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Varun Krishna | 130,042 | 2,511,111 | | Brian Brown | 173,761 | 2,489,529 | | Shawn Malhotra | 96,548 | 1,520,631 | | Jonathan Mildenhall | 92,299 | 1,782,294 | | Heather Lovier | 99,318 | 1,646,199 |

  97. Option exercises and stock vested in 2024

    (1)Based on the number of RSUs vested multiplied by the closing price of the Company’s Class A common stock on the NYSE on the vesting date, plus the amount of dividend equivalent rights attached to the RSUs (which were payable in cash at the time the vested RSUs were settled). 2025 Proxy Report • 72 of 112

  98. Potential payments upon termination of employment or Change in

    Potential payments upon termination of employment or Change in

  99. Change in control and severance payments table

    | Name | Payments upon termination | Termination due to death or disability ($)(1) | Change in control and termination (for good reason or without cause) ($)(1) | Termination without cause or for good reason ($) | | Varun Krishna | Severance amount | — | — | 2,518,612(2) | | | Equity incentives (vesting accelerated) | 10,249,910 | 16,107,002 | 5,857,092(4) | | | Total | 10,249,910 | 16,107,002 | 8,375,704 | | Brian Brown | Severance amount | — | — | — | | | Equity incentives (vesting accelerated) | 4,224,381 | 5,699,741 | — | | | Total | 4,224,381 | 5,699,741 | — | | Shawn Malhotra | Severance amount | — | — | 712,408(3) | | | Equity incentives (vesting accelerated) | 5,435,675 | 5,435,675 | 2,174,261(4) | | | Total | 5,435,675 | 5,435,675 | 2,886,669 | | Jonathan Mildenhall | Severance amount | — | — | 682,408(3) | | | Equity incentives (vesting accelerated) | 5,196,467 | 5,196,467 | 2,078,573(4) | | | Total | 5,196,467 | 5,196,467 | 2,760,981 | | Heather Lovier | Severance amount | — | — | — | | | Equity incentives (vesting accelerated) | 3,679,834 | 3,679,834 | — | | | Total | 3,679,834 | 3,679,834 | — |

  100. Pay versus performance

    Pay versus performance The following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance of the Company is required by Item 402(v) of Regulation S-K. The disclosure in this “Pay versus performance” section does not reflect our Compensation Committee’s process for compensation setting and should be read in connection with the “Compensation discussion and analysis” section of this proxy statement, which contains important information regarding our compensation philosophy, objectives and design, compensation-setting process and NEO compensation program components. The SEC-defined CAP data set forth in the table below also does not reflect amounts actually realized by our NEOs, and our Compensation Committee has not used or considered CAP previously in establishing the NEO compensation program. A significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the reporting year. These unvested awards remain subject to forfeiture conditions and possible future declines in value based on changes in our stock price during the vesting period. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest.

  101. Pay versus performance table

    Pay versus performance table

  102. Pay versus performance table

    | Year | Summary compensation table total for PEO (Jay) ($)(1) | Compensation actually paid to PEO (Jay) ($)(2) | Summary compensation table total for PEO (Bill) ($)(1) | Compensation actually paid to PEO (Bill) ($)(2) | Summary compensation table total for PEO Varun) ($)(1) | Compensation actually paid to PEO (Varun) ($)(2) | | 2024 | — | — | — | — | 25,887,926 | 22,799,341 | | 2023 | 334,552 | (5,669,619) | 6,764,191 | 10,972,359 | 3,445,914 | 3,445,914 | | 2022 | 9,468,874 | 2,137,238 | — | — | — | — | | 2021 | 1,603,475 | (5,046,699) | — | — | — | — | | 2020 | 51,727,166 | 56,595,857 | — | — | — | — |

  103. Pay versus performance table

    | Year | Average summary compensation table to for non-PEO NEOs ($)(3) | Average compensation actually paid to non-PEO NEOs ($)(4) | Value of initial fixed $100 investment based on: | | Net income (loss) (millions) ($)(7) | Relative TSR (percentile)(8) | | | | | Total shareholder return ($)(5) | Peer group total shareholder return ($)(6) | | | | 2024 | 8,441,736 | 7,502,530 | 59 | 120 | 640 | 69 | | 2023 | 2,904,895 | 2,905,919 | 76 | 58 | (390) | 56 | | 2022 | 2,505,493 | 684,915 | 37 | 33 | 700 | 25 | | 2021 | 863,279 | (1,418,642) | 68 | 64 | 6,100 | 7 | | 2020 | 8,044,681 | 9,715,309 | 94 | 177 | 9,400 | 4 |

  104. Pay versus performance table

    (1)The amounts reported in this column represent the amounts reported in the “Total” column of the 2024 Summary Compensation Table for each of Jay, Bill and Varun for the years in which they served as PEO. For the years reported in the table, Jay was our PEO from 2020 to June 2023, Bill was our PEO from June 2023 to September 2023, and Varun was our PEO from September 2023 to December 2024. (2)The amounts reported in this column represent CAP for each of Jay, Bill and Varun for the years in which they served as PEO as required by Item 402(v) of Regulation S-K. The reported amounts do not reflect the actual compensation earned by or paid to Jay, Bill or Varun during any applicable year. To determine CAP, the adjustments below were made to Jay’s, Bill’s and Varun’s total compensation, as applicable. Defined benefit and actuarial pension plan adjustments were not relevant for any applicable year. 2025 Proxy Report • 77 of 112

  105. Pay versus performance table

    | Year | Reported summary compensation table total for PEO ($) | Reported value of equity awards ($)(a) | Equity award adjustments ($)(b) | Compensation actually paid to PEO ($) | | Varun Krishna | | | | | | 2024 | 25,887,926 | (21,995,304) | 18,906,719 | 22,799,341 | | 2023 | 3,445,914 | — | — | 3,445,914 | | Jay Farner | | | | | | 2023 | 334,552 | — | (6,004,171) | (5,669,619) | | 2022 | 9,468,874 | (8,656,917) | 1,325,281 | 2,137,238 | | 2021 | 1,603,475 | — | (6,650,174) | (5,046,699) | | 2020 | 51,727,166 | (20,400,000) | 25,268,691 | 56,595,857 | | Bill Emerson | | | | | | 2023 | 6,764,191 | (5,999,996) | 10,208,164 | 10,972,359 |

  106. Pay versus performance table

    (a) The amounts reported in this column represent the grant date fair value of all equity awards granted in the applicable year, which are the amounts reported in the “Stock Awards” and “Option Awards” columns in the 2024 Summary Compensation Table for such year. (b) The amounts reported in this column represent the equity award adjustments required by Item 402(v) of Regulation S-K, which include: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted in the applicable year and vest in the same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value from the end of the prior year to the vesting date; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The fair values of RSUs included in the CAP for our PEO and the Average CAP for our other NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for 2024. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Any changes to the RSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates. The fair values of PSUs included in the CAP for our PEO and the Average CAP for our other NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the service inception date as described in the 2024 Summary Compensation Table. Accordingly, the following reflects the amounts deducted or added in calculating the equity award adjustments for each of Jay, Bill and Varun for the years in which they served as PEO. All outstanding equity awards held by Jay were forfeited in connection with his retirement in June 2023. Varun joined Company in September 2023 and did not receive any equity awards in 2023.

  107. Pay versus performance table

    | Year | Year end fair value of equity awards granted in the year ($) | Year over year change in fair value of outstanding and unvested equity awards ($) | Fair value as of vesting date of equity awards granted and vested in the year ($) | Year over year change in fair value of equity awards granted in prior years that vested in the year ($) | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year ($) | Value of dividends or other earnings paid on stock or option swards not otherwise reflected in fair value or total compensation ($) | Total equity award adjustments ($) | | Varun Krishna | | | | | | | | | 2024 | 16,395,608 | — | 2,511,111 | — | — | — | 18,906,719 | | 2023 | — | — | — | — | — | — | — | | Jay Farner | | | | | | | | | 2023 | — | — | — | 136,646 | (6,140,817) | — | (6,004,171) | | 2022 | 5,209,760 | (2,381,129) | — | (1,503,350) | — | — | 1,325,281 | | 2021 | — | (5,224,369) | — | (1,425,805) | — | — | (6,650,174) | | 2020 | 25,268,691 | — | — | — | — | — | 25,268,691 | | Bill Emerson | | | | | | | | | 2023 | 10,055,549 | 91,219 | — | 61,396 | — | — | 10,208,164 |

  108. Pay versus performance table

    (3)The amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Varun, Bill and Jay) in the “Total” column of the Summary Compensation Table in each applicable year. Our NEOs (excluding Varun, Bill and Jay) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Brian Brown, Shawn Malhotra, Jonathan Mildenhall and Heather Lovier (ii) for 2023, Brian Brown, Tina V. John and Bob Walters; (iii) for 2022, Bob Walters, Brian Brown, Tina V. John, Julie Booth and Angelo Vitale; and (iv) for 2021 and 2020, Bob, Julie and Angelo. (4)The dollar amounts reported in this column represent the average CAP for the NEOs as a group (excluding Varun, Bill and Jay), for each corresponding year computed as required by Item 402(v) of Regulation S-K. The reported amounts do not reflect the actual compensation earned by or paid to the NEOs as a group (excluding Varun, Bill and Jay) during any applicable year. To determine CAP, the adjustments below were made to the average total compensation for the NEOs as a group (excluding Jay), using the same methodology described above in footnote 2. Defined benefit and actuarial pension plan adjustments were not relevant for any applicable year, and no equity awards were granted to our NEOs in 2021.

  109. Pay versus performance table

    | Year | Average reported summary compensation table total for non-PEO named executive officers ($) | Average reported value of equity awards ($) | Average equity award adjustments ($)(a) | Average compensation actually paid to non-PEO named executive officers ($) | | 2024 | 8,441,736 | (5,947,605) | 5,008,399 | 7,502,530 | | 2023 | 2,904,895 | (2,333,333) | 2,334,357 | 2,905,919 | | 2022 | 2,505,493 | (1,839,594) | 19,016 | 684,915 |

  110. Pay versus performance table

    2025 Proxy Report • 78 of 112

  111. Pay versus performance table

    | 2021 | 863,279 | — | (2,281,921) | (1,418,642) | | 2020 | 8,044,681 | (6,999,999) | 8,670,627 | 9,715,309 |

  112. Pay versus performance table

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  113. Pay versus performance table

    | Year | Average year end fair value of equity awards granted in the year ($) | Year over year average change in fair value of outstanding and unvested equity awards ($) | Average fair value as of vesting date of equity awards granted and vested in the year ($) | Year over year average change in fair value of equity awards granted in prior years that vested in the year ($)(i) | Average fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year ($) | Average value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation ($) | Total average equity award adjustments ($) | | 2024 | 4,231,027 | (291,020) | 1,111,167 | (42,775) | — | — | 5,008,399 | | 2023 | 2,234,568 | 270,280 | — | 263,653 | (434,144) | — | 2,334,357 | | 2022 | 1,107,073 | (642,359) | — | (445,698) | — | — | 19,016 | | 2021 | — | (1,792,674) | — | (489,247) | — | — | (2,281,921) | | 2020 | 8,670,627 | — | — | — | — | — | 8,670,627 |

  114. Pay versus performance table

    (i) For 2022, includes for Brian Brown, the fair value of the modified 2019 RHI RSU at the date of modification less the fair value of the original 2019 RHI RSU on December 31, 2021. (5)The cumulative TSR depicts a hypothetical $100 investment in our common stock. The amounts reported in this column represent the Company’s cumulative TSR, which is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of the measurement period by the Company’s share price at the beginning of the measurement period (the closing price as of initial post-IPO trading date). (6)The cumulative TSR depicts a hypothetical $100 investment in our common stock. The Company utilized a selected peer group for purposes of its TSR benchmarking (the “PVP Peer Group”). Our PVP Peer Group is comprised of PennyMac Financial Services Inc, Rithm Capital Corp, Mr. Cooper Group Inc., Anywhere Real Estate Inc., Zillow Group Inc Class C, Redfin Corp, Stewart Information Services Corp, SoFi Technologies Inc, Guild Holdings Company, Compass, Inc., loanDepot, Inc., UWM Holdings Corporation, and Blend Labs, Inc. Certain companies were not publicly traded companies at inception date, and these companies were added and reweighted to the peer group to the most recent quarter subsequent to their respective IPO dates. (7)The amounts reported in this column represent net income (loss) reflected in the Company’s audited financial statements for the applicable year. (8)Relative TSR measures the Company’s TSR at the end of the performance period, where performance is determined by the ranking (as a percentile) of the Company’s TSR versus a custom peer group, provided that payout is capped if the Company has absolute negative TSR at the end of the performance period. See “Compensation discussion and analysis — 2024 executive compensation program and pay — Long-term equity awards” for the definition of TSR and the companies included in the TSR peer group. 2025 Proxy Report • 79 of 112

  115. Analysis of the information presented in the pay versus performance table

    Analysis of the information presented in the pay versus performance table As described in “Compensation discussion and analysis,” a significant portion of the NEO pay is performance-based and at-risk, consistent with the compensation philosophy established by the Compensation Committee. Our NEO compensation program rewards the achievement of specific short- and long-term financial and other goals, which are aligned with our operational and strategic goals. The most important financial performance measures used by the Company to link CAP for the Company’s NEOs to the Company’s performance for the most recently completed year are shown below.

  116. Analysis of the information presented in the pay versus performance table

    | Most important performance measures | | | Adjusted EBITDA | Refinance Mortgage Market Share Growth | | Adjusted Revenue | Purchase Mortgage Market Share Growth | | Relative Total Shareholder Return(1) | |

  117. Analysis of the information presented in the pay versus performance table

    (1)Reflects the Company’s TSR compared to a peer group established by the Compensation Committee. Our Compensation Committee has not used or considered CAP previously in establishing the NEO compensation program. The Company is providing the following graphs of the relationships between the information presented in the Pay Versus Performance Table in accordance with Item 402(v) of Regulation S-K. CAP for our PEO and other NEOs were significantly impacted by our equity grant practices to such persons – in 2020, there were significant IPO-related equity awards; in 2021, there were no equity awards; in 2022, there were our initial annual equity awards of RSUs, which were continued in 2023; and in 2024, we significantly revised our long-term incentive program as well as granted one-time equity awards to our new-hire NEOs. 2025 Proxy Report • 80 of 112

  118. CEO pay ratio

    CEO pay ratio We are required to calculate and disclose the annual total compensation paid to our median employee, as well as the ratio of the annual total compensation paid to the median employee as compared to the annual total compensation paid to our CEO. The following describes our methodology for identifying and calculating the total compensation paid to our median employee and the resulting CEO pay ratio.

  119. Pay ratio

    Pay ratio After applying the methodology described below, we concluded that our median employee in 2024 worked in Rocket Experience at Rocket LLC with 2024 annual total compensation of $99,760. The median employee’s compensation was calculated in the same manner used to calculate Varun’s compensation in the Summary Compensation Table. Varun’s annual total compensation was $25,887,926 for purposes of the CEO pay ratio in 2024, as reported in the Summary Compensation Table. Based on the described methodology, our 2024 CEO to median employee pay ratio was 260:1. This information is being provided for compliance purposes only. Neither our Compensation Committee nor management of the Company used this pay ratio in making compensation decisions for 2024. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described herein. Our pay ratios may not be comparable to the pay ratios of other companies because the SEC rules permit a variety of methodologies, estimates, adjustments and assumptions.

  120. Class II directors – Director backgrounds and qualifications.”

    Class II directors – Director backgrounds and qualifications.” In connection with the Up-C Collapse, we will acquire RHI, and RHI will no longer be our principal stockholder. For more information, see “About Rocket Companies—The Up-C Collapse” and “—Transaction Agreement”. 2025 Proxy Report • 88 of 112