Filed by the Registrant | ☒ |
Filed by a Party other than the Registrant | ☐ |
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under 240.14a-12 |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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MATTER | | | |
![]() | | | The election of Dana Hamilton, Cipora Herman and Glenn Solomon to hold office as Class I members of the Board of Directors, each to serve until the 2027 Annual Meeting of Stockholders. |
![]() | | | The ratification of the appointment by the Audit Committee of the Board of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. |
![]() | | | The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers, as disclosed in the accompanying proxy statement. |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Friday, June 14, 2024, at www.virtualshareholdermeeting.com/OPEN2024: This proxy statement and our 2023 Annual Report are available for viewing and downloading at www.proxyvote.com. |
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Proposal 1 | | | Board Recommendation and Page Number | |||
Election of three nominees to hold office as Class I members of our Board until the 2027 Annual Meeting of Stockholders | | | ![]() | | | The Board recommends you vote “FOR” each of Dana Hamilton, Cipora Herman and Glenn Solomon. |
| ![]() | | | See “Proposal 1 – Election of Directors” beginning on page 13 of this proxy statement. |
Proposal 2 | | | Board Recommendation and Page Number | ||||||
Ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 | | | ![]() | | | The Board recommends a vote “FOR” the ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as Opendoor’s independent registered public accounting firm for the fiscal year ending December 31, 2024. | | ||
| ![]() | | | See “Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm” beginning on page 62 of this proxy statement. | |
Proposal 3 | | | Board Recommendation and Page Number | |||
Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers (Say-on-Pay Vote) | | | ![]() | | | The Board recommends a vote “FOR” the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers, as disclosed in this proxy statement. |
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| | | | | | | | Committee Memberships | ||||||||||
Name | | | Primary Occupation | | | Age* | | | Independent | | | A | | | C | | | G |
Carrie Wheeler | | | CEO, Opendoor Technologies Inc. | | | 52 | | | | | | | | | | | | |
Adam Bain | | | Co-Managing Partner, 01 Advisors | | | 50 | | | • | | | | | | • | | | • |
Dana Hamilton** | | | Former Head of Real Estate, Pretium Partners LLC | | | 55 | | | • | | | • + | | | | | ||
Cipora Herman** | | | Former Chief Financial Officer of LA28 | | | 50 | | | • | | | CHAIR + | | | | | | |
Pueo Keffer | | | Managing Director, Access Technology Ventures | | | 42 | | | • | | | • + | | | • | | | |
Jason Kilar | | | Former Chief Executive Officer of Warner Media, LLC | | | 52 | | | • | | | | | | | | | CHAIR |
John Rice (Lead Independent Director) | | | CEO, Management Leadership for Tomorrow | | | 57 | | | • | | | | | | | | | • |
Glenn Solomon** | | | Managing Partner, Notable Capital | | | 55 | | | • | | | | | | CHAIR | | | |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 1 |
* Ages are as of April 17, 2024 | | | CHAIR = Committee Chair + = Financial Expert | | | A = Audit Committee C = Compensation Committee G = Nominating and Corporate Governance Committee |
** Class I director nominee | |
Balanced Mix of Skills, Qualifications and Experience | ||||||||||||||||||||||||
| | Carrie Wheeler | | | Adam Bain | | | Dana Hamilton | | | Cipora Herman | | | Pueo Keffer | | | Jason Kilar | | | John Rice | | | Glenn Solomon | |
Industry Background(1) | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | ✔ | |
Public Company Governance and Risk Management(2) | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | ✔ |
Current or Former Public Company Executive(3) | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | | ✔ | | | | | |||
Diversity(4) | | | ✔ | | | | | ✔ | | | ✔ | | | | | | | ✔ | | |
(1) | Experience as a senior executive in the real estate or technology industry. |
(2) | Significant public company governance, risk management and compliance experience, including experience serving on a board of directors of similar complexity to Opendoor. |
(3) | Served as a Chief Executive Officer, Chief Financial Officer or other executive officer of a public company. |
(4) | Self-identifies as having diverse characteristics (race, gender, ethnicity, religion, nationality, disability, sexual orientation or cultural background). |
Board Diversity Matrix (As of March 13, 2024) | ||||||||||||
Total Number of Directors | | | 8 | |||||||||
| | Female | | | Male | | | Non- Binary | | | Did Not Disclose Gender | |
Part I: Gender Identity | | | | | | | | | | | ||
Directors | | | 3 | | | 5 | | | — | | | — |
Part II: Demographic Background | | | | | | | | | | | ||
African American or Black | | | — | | | 1 | | | — | | | — |
Alaskan Native or Native American | | | — | | | — | | | — | | | — |
Asian | | | — | | | — | | | — | | | — |
Hispanic or Latinx | | | — | | | — | | | — | | | — |
Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — |
White | | | 3 | | | 4 | | | — | | | — |
Two or More Races or Ethnicities | | | — | | | — | | | — | | | — |
LGBTQ+ | | | — | |||||||||
Did Not Disclose Demographic Background | | | — |
2 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
Independent Oversight | | | • Seven of eight directors are independent (all except for Carrie Wheeler, our Chief Executive Officer). • Board meetings and committee meetings include regular executive sessions of non-employee directors. • Board has unrestricted access to Company management. • Board committees are composed entirely of independent directors. • Board and committees engage in active oversight of the Company’s strategy and risk management. • Designated Lead Independent Director is responsible for coordinating the activities of the independent directors, including presiding over all Board meetings. |
Board Membership Criteria | | | • Nominating and Corporate Governance Committee (“Nominating Committee”) is responsible for identifying, reviewing, evaluating and recommending candidates to serve as directors of Opendoor. • Directors possess deep and diverse sets of skills and expertise relevant to oversight of the Company’s business operations and strategy. • The Board completes an annual assessment of director skills and expertise to ensure the Board meets the Company’s evolving oversight needs. • 50% of directors self-identify as having diverse characteristics, and three of our eight directors are women. • All Audit Committee members are financial experts. • The Board oversees risk management, reviewing and advising management on significant risks facing the Company, and fostering a culture of integrity and risk awareness. • Board and committees complete annual self-evaluations (overseen by the Nominating Committee). • New directors attend orientation and all directors undertake periodic ongoing education. |
Stockholder Rights | | | • One class of common stock, with each share entitled to one vote. • No stockholder rights plan in place. • Stockholder communication process for communicating with the Board. |
Good Governance Practices | | | • Code of Business Conduct and Ethics (“Code of Conduct”) applies to directors and all employees. • Insider Trading and Trading Window Policy (“Insider Trading Policy”) prohibits hedging transactions, short sales and buying or selling puts, calls, options or other derivative securities of the Company by directors, officers and employees. • Compensation Committee of the Board (“Compensation Committee”) engages an independent compensation consultant for objective advice. • Change-in-control payments and benefits are double-trigger arrangements. • Robust stock ownership guidelines apply to executive officers and directors. • Clawback policy applies to executive compensation. |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 3 |
Compensation Committee | | | • Consists solely of independent directors. • Retains its own independent compensation consultant that performs no other consulting or other services for Opendoor. • Conducts annual review of compensation strategy and program, including review and determination of compensation peer group used for comparative purposes. |
Other Elements of Compensation Program Design | | | • Change-in-control payments and benefits for executive officers are double-trigger arrangements. • Annual stockholder advisory vote is conducted on named executive officer compensation. • Company has pay-for-performance philosophy, which ensures that executive officers’ total compensation is dependent upon overall, long-term success as measured through company performance, stock price and/or total stockholder return. • No tax reimbursement payments (including gross ups) are made on severance or change in control payments or benefits. • No pension arrangements or retirement plans or arrangements are offered to executive officers different from or in addition to those offered to other employees. • Executive officers participate in broad-based, company-sponsored health and welfare benefit programs on the same basis as other full-time, salaried employees. • Executive officers and other employees are prohibited from hedging their interests in Opendoor equity securities. • Executive officers are subject to robust stock ownership guidelines. • Executive officers are subject to clawback policy, which provides for the mandatory recovery of certain erroneously awarded incentive compensation in the event of an accounting restatement. |
4 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 5 |
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6 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
MATTER | | | |
![]() | | | The election of Dana Hamilton, Cipora Herman and Glenn Solomon to hold office as Class I members of the Board, each to serve until the 2027 Annual Meeting of Stockholders. |
![]() | | | The ratification of the appointment by the Audit Committee of the Board (“Audit Committee”) of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. |
![]() | | | The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers, as disclosed in this proxy statement. |
![]() | | | “FOR” Proposal 1 – the election of each of Dana Hamilton, Cipora Herman and Glenn Solomon to hold office as Class I members of the Board until the 2027 Annual Meeting of Stockholders; |
![]() | | | “FOR” Proposal 2 – the ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the year ended December 31, 2024; |
![]() | | | “FOR” Proposal 3 – the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers, as disclosed in this proxy statement; and |
![]() | | | In the discretion of the persons appointed as proxies on any other items that may properly come before the Annual Meeting. |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 7 |
8 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
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By Internet | | | By Telephone | | | By Mail | | | During the Meeting |
You may vote your shares from any location in the world at www.proxyvote.com (you will need your 16-digit control number). | | | You may vote your shares by calling 1-800-690-6903 and following the instructions on the proxy card. | | | If you received a proxy card by mail, you may vote by completing, dating and signing the proxy card. | | | If you wish to vote your shares electronically at the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/ OPEN2024 during the Annual Meeting while the polls are open (you will need your 16-digit control number). |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 9 |
• | irrelevant to the business of the Company or to the business of the Annual Meeting; |
• | related to material non-public information of the Company, including the status or results of our business since our last Quarterly Report on Form 10-Q; |
• | related to any pending, threatened or ongoing litigation; |
• | related to personal grievances; |
• | derogatory references to individuals; |
• | substantially repetitious of questions already made by another stockholder; |
• | in excess of the two-question limit; |
• | in furtherance of the stockholder’s personal or business interests; or |
• | out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the chair of the Annual Meeting or Secretary in their reasonable judgment. |
10 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
• | delivering to our Secretary, at or before the taking of the vote at the Annual Meeting, a written notice of revocation bearing a later date than the proxy; |
• | duly executing a later-dated proxy relating to the same shares and delivering it to our Secretary before the taking of the vote; or |
• | attending the Annual Meeting and voting electronically. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting. |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 11 |
Proposal | | | Votes Required | | | Effect of Votes Withheld/Abstentions and Broker Non-Votes |
Proposal 1: Election of Directors | | | The plurality of the votes cast. This means that the three nominees receiving the highest number of “FOR” votes will be elected as Class I Directors. | | | Votes withheld and broker non-votes will have no effect. |
Proposal 2: Ratification of Appointment by the Audit Committee of the Independent Registered Public Accounting Firm | | | “FOR” votes from the holders of a majority in voting power of the votes cast on the matter. | | | Abstentions will have no effect. We do not expect any broker non-votes on this proposal.(1) |
Proposal 3: Approval, on an Advisory (Non-Binding) Basis, of the Compensation of our Named Executive Officers (“Say-on-Pay Vote”) | | | “FOR” votes from the holders of a majority in voting power of the votes cast on the matter. | | | Abstentions and broker non-votes will have no effect. |
(1) | Proposal 2 is considered to be a “routine” matter under NYSE rules. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority under NYSE rules to vote your shares on Proposal 2. |
12 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
Meeting | | | Class of Directors Standing for Election | | | Term |
2024 Annual Meeting | | | Class I | | | Three-year term expiring at 2027 Annual Meeting |
2025 Annual Meeting | | | Class II | | | Three-year term expiring at 2028 Annual Meeting |
2026 Annual Meeting | | | Class III | | | Three-year term expiring at 2029 Annual Meeting |
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Opendoor Technologies Inc. // 2024 Proxy Statement | | | 13 |
DANA HAMILTON Director Since: 2023 Age: 55 Committee Memberships: • Audit Other Public Company Boards: • None | | | Dana Hamilton has served as a member of our Board since November 2023. From December 2022 to March 2023, Ms. Hamilton was a Senior Advisor to Pretium Partners LLC, an alternative investment manager specializing in U.S. real estate and credit assets. From April 2017 until December 2022, Ms. Hamilton was a Senior Managing Director and Head of Real Estate for Pretium, where she oversaw significant growth in Pretium’s single-family rental investment business. Ms. Hamilton is also the co-founder of Ameriton LLC, a real estate investment company, and has served as its President since October 2014. From October 2013 to October 2014, she served as President and Chief Executive Officer, and trustee, of Borderplex Community Trust. Prior thereto, Ms. Hamilton spent 20 years at Archstone, one of the largest apartment companies in the U.S. and Europe, until its sale to AvalonBay and Equity Residential in 2013, where she held numerous roles during her tenure, including President – Europe and Executive Vice President – National Operations. Ms. Hamilton previously served as a director of Life Storage, Inc. until the company merged with Extra Space Storage Inc. in July 2023, and FelCor Lodging Trust Incorporated from April 2016 until September 2017, when the company merged with RLJ Lodging Trust. Ms. Hamilton earned her B.A. in Public Policy from Stanford University and her M.B.A. in Real Estate and Finance from the Haas School of Business at the University of California, Berkeley. Skills and Qualifications: We believe that Ms. Hamilton is qualified to serve as a member of our Board because of her extensive experience in investment and operations across multiple real estate verticals, in particular the multifamily and single-family rental industries. Ms. Hamilton brings to the Board significant financial, transactional and asset management expertise, as well as extensive leadership and general management expertise. |
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CIPORA HERMAN Director Since: 2020 Age: 50 Committee Memberships: • Audit (CHAIR) Other Public Company Boards: • ZipRecruiter, Inc. (Lead Independent Director; Audit (Chair) and Compensation Committees) | | | Cipora Herman has served as a member of our Board since December 2020 and previously served as a member of the board of directors of SCH from May 2020 until the closing of our Business Combination with SCH in December 2020. Ms. Herman has served on the board of directors of ZipRecruiter, Inc., a publicly traded online employment marketplace company, since October 2018, where she also serves as the lead independent director, the chair of the audit committee and a member of the compensation committee. Previously, Ms. Herman served as the Chief Financial Officer for LA28, The Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028, from January 2021 to April 2022. Ms. Herman also served on the board of directors of MINDBODY, Inc., a software-as-a-service company, from October 2016 to February 2019. From 2012 to 2016, Ms. Herman served as the Chief Financial Officer of the San Francisco 49ers, a professional American football team. Prior to that, Ms. Herman served in various leadership roles in large online media and technology companies, including as Vice President & Treasurer of Facebook, Inc., from 2007 to 2012, and in various roles at Yahoo! Inc. from 2003 to 2007, including VP Finance and Treasurer. She also served on private company boards of directors, including Memery, Inc. (dba Overlay) from 2015 to January 2021. Ms. Herman received her A.B. degree in International Relations, M.A. degree in International Development Policy and M.B.A degree, each from Stanford University. Skills and Qualifications: We believe that Ms. Herman is qualified to serve as a member of our Board because of her financial expertise and experience as a director of publicly and privately held companies. |
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14 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
GLENN SOLOMON Director Since: 2020 Age: 55 Committee Memberships: • Compensation (CHAIR) Other Public Company Boards: • Hashicorp, Inc. (Compensation (Chair) and Nominating and Corporate Governance Committees) | | | Glenn Solomon has served as a member of our Board since December 2020 and served as a member of the board of directors of Opendoor Labs Inc. from February 2015 to December 2020. Mr. Solomon has been a Managing Partner of Notable Capital (formerly known as GGV Capital), a venture capital firm, since 2006, and a director of Hashicorp, Inc., a publicly traded software company, since September 2014, where he also serves as chair of the compensation committee and as a member of the nominating and corporate governance committee. He also serves as a director of a number of privately held companies and previously served as a director of Domo, Inc., a cloud software company, from August 2017 to March 2019. Mr. Solomon received his B.A. degree in Public Policy and M.B.A. from Stanford University. Skills and Qualifications: We believe that Mr. Solomon is qualified to serve as a member of our Board because of his extensive experience advising technology companies as a venture capital investor and director of various companies. |
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ADAM BAIN Director Since: 2020 Age: 50 Committee Memberships: • Compensation • Nominating Other Public Company Boards: • None | | | Adam Bain has served as a member of our Board since December 2020, prior to which he served as a member of SCH’s board of directors. Mr. Bain is a co-founder and has served as co-Managing Partner of 01 Advisors, a venture capital firm targeting high-growth technology companies, since January 2018. Mr. Bain served as a director of Social Capital Hedosophia Holdings Corp., which was a publicly traded special purpose acquisition company, from September 2017 until the consummation of its business combination with Virgin Galactic Holdings, Inc., a publicly traded spaceflight company, in October 2019, where he served as a member of the board of directors from October 2019 to June 2023 and as chair of the nominating and corporate governance committee and a member of the compensation committee until May 2023. Since November 2016, Mr. Bain has also been an independent advisor and investor in select privately held growth-stage companies. Previously, from 2015 to November 2016, Mr. Bain served as the Chief Operating Officer of Twitter, Inc., a publicly traded social media company, and also served as President of Global Revenue & Partnerships from 2010 to 2015. Mr. Bain received his B.A. degree in English Journalism from Miami University in Ohio. Skills and Qualifications: We believe Mr. Bain is qualified to serve as a member of our Board because of his significant operating and technology experience and financial experience. |
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Opendoor Technologies Inc. // 2024 Proxy Statement | | | 15 |
PUEO KEFFER Director Since: 2020 Age: 42 Committee Memberships: • Audit • Compensation Other Public Company Boards: • DigitalOcean Holdings, Inc. (Compensation and Nominating and Corporate Governance (Chair) Committees) | | | Pueo Keffer has served as a member of our Board since December 2020 and served as a member on the board of directors of Opendoor Labs Inc. from October 2015 to December 2020. Mr. Keffer has served as a Managing Director of Access Technology Ventures, the venture capital and growth technology investment arm of Access Industries, Inc. since 2015. From 2009 to 2015, Mr. Keffer served in various roles at Redpoint Ventures, most recently as a Partner. Since 2015, he has served on the board of directors of DigitalOcean Holdings, Inc., a publicly traded cloud computing platform company, where he serves as a chair of the nominating and corporate governance committee and member of the compensation committee. He also serves on the board of directors of two privately held companies. Previously, Mr. Keffer was an associate at TA Associates, a growth private equity firm, and a financial analyst at Goldman Sachs & Co. Mr. Keffer received his B.A. degree in Economics from Stanford University. Skills and Qualifications: We believe that Mr. Keffer is qualified to serve as a member of our Board because of his extensive experience advising technology companies as a venture capital investor and director of various companies and his financial experience. |
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JOHN RICE Lead Independent Director Director Since: 2021 Age: 57 Committee Memberships: • Nominating Other Public Company Boards: • Walker & Dunlop, Inc. (Nominating and Corporate Governance (Chair) and Compensation Committees) | | | John Rice has served as a member of our board of directors since March 2021. Mr. Rice is the founder and Chief Executive Officer of Management Leadership for Tomorrow (“MLT”), a national non-profit organization founded in 2001 that closes racial wealth gaps by elevating the career and economic trajectory of people of color and by advancing racially equitable employer practices. Prior to MLT, Mr. Rice was an executive with the National Basketball Association (“NBA”) from 1996 to 2000, where he served in various roles, including as Managing Director of NBA Japan and as Director of Marketing for Latin America. Prior to that, Mr. Rice spent four years with the Walt Disney Company in new business development and marketing and two years with AT&T. Since 2010, Mr. Rice has served as a member of the board of directors of Walker & Dunlop, Inc. a publicly traded real estate finance company, where he also serves as chair of the nominating and corporate governance committee and as a member of the compensation committee. He also serves on the board of directors of Morgan Stanley Real Estate’s Prime Property Fund, a privately held diversified real estate fund. Mr. Rice was also a member of the Yale University Board of Trustees from 2011 to 2023. Mr. Rice received his B.A. degree from Yale University and M.B.A. degree from Harvard Business School. Skills and Qualifications: We believe that Mr. Rice is qualified to serve as a member of our Board because of his executive leadership skills, strategic planning experience, public company experience and extensive expertise in driving talent development and fostering diversity and inclusion efforts across organizations. |
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16 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
CARRIE WHEELER Chief Executive Officer Director Since: 2022 Age: 52 Committee Memberships: • None Other Public Company Boards: • APi Group Corporation (Audit Committee) • TKO Group Holdings (Audit Committee (Chair)) | | | Carrie Wheeler has served as our Chief Executive Officer and as a member of our Board since December 2022. She previously served as our Chief Financial Officer from September 2020 to December 2022. Ms. Wheeler also previously served as a member of our Board from October 2019 to September 2020. From 1996 to 2017, Ms. Wheeler was with TPG Global, a global private equity firm, including as a Partner and Head of Consumer / Retail Investing. Ms. Wheeler has served on the board of directors and on the audit committee of APi Group Corporation, a global provider of safety and specialty services, since November 2019 and on the board of directors of TKO Group Holdings, where she is also chairperson of the audit committee, since September 2023. She previously served on the board and audit committee of Dollar Tree, Inc. from March 2019 to March 2022. Ms. Wheeler has also served on a number of other corporate boards of private and public companies, including Neiman Marcus Group (2005 to 2013) and Petco Animal Supplies (2006 to 2015). Ms. Wheeler received her Bachelor of Commerce degree from Queen’s University in Canada. Skills and Qualifications: We believe that Ms. Wheeler is qualified to serve as a member of our Board because of her extensive experience in a leadership role at a global private equity firm, as well as her experience with our Company as our Chief Executive Officer and former Chief Financial Officer, and her wealth of experience across different industries. |
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JASON KILAR Director Since: 2020 Age: 52 Committee Memberships: • Nominating (CHAIR) Other Public Company Boards: • Roblox Corporation (Audit and Compensation Committees) | | | Jason Kilar has served as a member of our Board since December 2020 and served as a member of the board of directors of Opendoor Labs Inc. from March 2019 to December 2020. Previously, Mr. Kilar served as the Chief Executive Officer of Warner Media, LLC, a media and entertainment subsidiary of its public company parent, Warner Bros. Discovery, Inc. from May 2020 to April 2022. Prior to that, Mr. Kilar co-founded and served as the Chief Executive Officer of Vessel Group, Inc., a video platform company, from 2013 to 2017. Prior to Vessel, Mr. Kilar co-founded and served as the Chief Executive Officer of Hulu, LLC, a streaming service company, from 2007 to 2013. Mr. Kilar also served in a variety of senior leadership roles with Amazon.com, Inc., an e-commerce technology company, from 2002 to 2006, including as Senior Vice President, Worldwide Application Software, and Vice President and General Manager of Amazon’s North American media businesses. Mr. Kilar has served on the board of directors of Roblox Corporation, a publicly traded video game development company, since September 2023, where he is a member of the audit and compensation committees. Mr. Kilar also served on the board of directors and audit committee of DreamWorks Animation SKG, Inc., a publicly traded animation studio, from May 2013 until its acquisition by NBCUniversal in August 2016. He has also served on various other private company boards of directors, including Univision Communications Inc. from September 2016 to April 2020 and Brighter Inc. from 2013 until its acquisition by Cigna Corporation in 2017. Mr. Kilar received his B.A. degree in Journalism and Business Administration from University of North Carolina at Chapel Hill and M.B.A. degree from Harvard Business School. Skills and Qualifications: We believe that Mr. Kilar is qualified to serve as a member of our Board because of his deep expertise in operations as a Chief Executive Officer and seasoned board member, and his extensive experience with technology, high-growth, consumer and digital companies. |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 17 |
18 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
Independent Oversight | | | • Seven of eight directors are independent (all except for Carrie Wheeler, our Chief Executive Officer (“CEO”)). • Board meetings and committee meetings include regular executive sessions of non-employee directors. • Board has unrestricted access to Company management. • Board committees are composed of entirely independent directors. • Board and committees engage in active oversight of the Company’s strategy and risk management. • Designated Lead Independent Director is responsible for coordinating the activities of the independent directors, including presiding over all Board meetings. |
Board Membership Criteria | | | • Nominating Committee is responsible for identifying, reviewing, evaluating and recommending candidates to serve as directors of Opendoor. • Directors possess deep and diverse sets of skills and expertise relevant to oversight of the Company’s business operations and strategy. • Board completes an annual assessment of director skills and expertise to ensure the Board meets the Company’s evolving oversight needs. • 50% of directors self-identify as having diverse characteristics, and three of our eight directors are women. • All Audit Committee members are financial experts. • The Board oversees risk management, reviewing and advising management on significant risks facing the Company, and fostering a culture of integrity and risk awareness. • Board and committees complete annual self-evaluations (overseen by the Nominating Committee). • New directors attend orientation and all directors undertake periodic ongoing education. |
Stockholder Rights | | | • One class of common stock, with each share entitled to one vote. • No stockholder rights plan in place. • Stockholder communication process for communicating with the Board. |
Good Governance Practices | | | • Code of Conduct applies to directors and all employees. • Insider Trading Policy prohibits hedging transactions, short sales and buying or selling puts, calls, options or other derivative securities of the Company by directors, officers and employees. • Compensation Committee engages an independent compensation consultant for objective advice. • Change-in-control payments and benefits are double-trigger arrangements. • Robust stock ownership guidelines apply to executive officers and directors. • Clawback policy applies to executive compensation. |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 19 |
Independent Directors | ||||||
• Adam Bain • Dana Hamilton • Cipora Herman | | | • Pueo Keffer • Jason Kilar | | | • John Rice • Glenn Solomon |
20 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
• | The Audit Committee (i) reviews and discusses guidelines, programs, and policies (a) governing the process by which senior management assesses and manages the Company’s exposure to risk, as well as the Company’s major financial risk exposures, and (b) relating to cybersecurity, data privacy, and other risks relevant to our information systems and security, and, in each case, the steps management has taken to monitor, mitigate and control such exposures, and (ii) reviews with management and our auditors any contingent liabilities and risks that may be material to the Company, including risks relating to relevant legislative and regulatory developments; |
• | The Compensation Committee, in approving and evaluating the Company’s executive compensation plans, policies and programs, takes into account the degree of risk to the Company that such plans, policies and programs may create and reviews and discusses, at least annually, the relationship between risk management policies and practices, corporate strategy and the Company’s compensation arrangements; and |
• | The Nominating Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, as well as our overall governance structure. |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 21 |
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Opendoor Technologies Inc. // 2024 Proxy Statement | | | 23 |
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| | ||||||||
| | Committee Membership | |||||||
Name | | | Audit | | | Compensation | | | Nominating |
Adam Bain | | | | | • | | | • | |
Dana Hamilton | | | • + | | | | | ||
Cipora Herman | | | CHAIR + | | | | | ||
Pueo Keffer | | | • + | | | • | | | |
Jason Kilar | | | | | | | CHAIR | ||
John Rice, Lead Independent Director | | | | | | | • | ||
Glenn Solomon | | | | | CHAIR | | |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 25 |
Audit Committee Current Committee Members: Cipora Herman (CHAIR) Dana Hamilton Pueo Keffer | | | Primary Responsibilities Include: • Appointing, compensating, retaining and overseeing our independent registered public accounting firm; • Evaluating the independence of our independent registered public accounting firm; • Reviewing with our independent registered public accounting firm the scope and results of their audit; • Approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; • Overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; • Discussing guidelines, programs, and policies (i) governing the process by which senior management assesses and manages our exposure to risk and our major financial risk exposures and (ii) relating to cybersecurity, data privacy, and other risks relevant to our information systems and security, and, in each case, the steps we have taken to monitor, mitigate and control such risks; • Reviewing with management and our auditors any contingent liabilities and risks that may be material to the Company, including risks relating to relevant legislative and regulatory developments; • Reviewing and approving or ratifying related person transactions; • Reviewing the adequacy and effectiveness of the Company’s accounting and internal control policies and procedures on a regular basis, including the responsibilities, charter, budget, compensation and staffing of the Company’s internal audit function; and • Establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters and the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. Financial Expertise and Independence All members of the Audit Committee meet the independence standards of Nasdaq and the SEC, as well as the financial literacy requirements of Nasdaq. The Board has determined that each of Ms. Herman, Ms. Hamilton, and Mr. Keffer qualifies as an “audit committee financial expert” as defined by SEC rules. Overboarding Policy Under the Audit Committee charter, members of the Audit Committee may not serve on more than three public company audit committees (including the Opendoor Audit Committee) without the prior consent of the Board. Report The Report of the Audit Committee is set forth beginning on page 63 of this proxy statement. |
26 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
Nominating Committee Current Committee Members: Jason Kilar (CHAIR) Adam Bain John Rice | | | Primary Responsibilities Include: • Assisting in identifying, recruiting and, if appropriate, interviewing candidates to fill positions on our Board and, if it deems it appropriate, establishing procedures for stockholders to follow in submitting recommendations for candidates for the Board; • Reviewing the background and qualifications of individuals being considered as director candidates; • Recommending to our Board the nominees for election to our Board at annual meetings of our stockholders; • Reviewing and making recommendations to the Board regarding committee and Board composition and size; • Overseeing an annual evaluation of our Board and its committees; and • Developing and recommending to our Board, and periodically reviewing, the Corporate Governance Guidelines. Independence The Nominating Committee is composed entirely of directors who are independent under the Nasdaq rules. |
Compensation Committee Current Committee Members: Glenn Solomon (CHAIR) Adam Bain Pueo Keffer | | | Primary Responsibilities Include: • Evaluating the performance of our CEO and other executive officers in light of any goals and objectives of the Company’s executive compensation plans, and, based on such evaluation, determining and approving, or making recommendations to the Board regarding the compensation level of the Company’s executive officers; • Evaluating the appropriate level of compensation for service on our Board and Board committees by non-employee directors and making recommendations to our Board regarding such compensation; • Reviewing the executive compensation plans in light of the Company’s goals and objectives with respect to such plans, and, if deemed appropriate, adopting, or recommending the Board adopt, new, or amend existing, executive compensation plans; and • Appointing and overseeing any compensation consultants. Independence The Compensation Committee is composed entirely of directors who are independent under the Nasdaq rules. Delegation Authority The Compensation Committee may form and delegate authority to subcommittees for any purpose that the Compensation Committee deems appropriate, including (a) a subcommittee consisting of a single member, and (b) a subcommittee consisting of at least two members, each of whom qualifies as a non-employee director under Section 16 of the Exchange Act. Role of Executive Officers and Compensation Consultant See page 29 of this proxy statement for a discussion of the role of our executive officers and our compensation consultant in determining executive compensation. Compensation Committee Report The Report of the Compensation Committee is set forth beginning on page 43 of this proxy statement. |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 27 |
Name | | | Age | | | Position |
Carrie Wheeler | | | 52 | | | Chief Executive Officer and Director |
Christina Schwartz | | | 45 | | | Interim Chief Financial Officer and Chief Accounting Officer |
Megan Meyer Toolson | | | 37 | | | President, Sell Direct and Services |
Sydney Schaub | | | 44 | | | Chief Legal Officer |
* | Ms. Wheeler is a member of our Board. See “Proposal 1 — Election of Directors” for more information about Ms. Wheeler. |
28 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
• | Carrie Wheeler, our CEO; |
• | Christina Schwartz, our interim Chief Financial Officer (our “CFO”); |
• | Megan Meyer Toolson, our President, Sell Direct and Services; |
• | Sydney Schaub, our Chief Legal Officer; and |
• | Daniel Morillo, our former Chief Investment Officer. |
• | Since launch, customers have demonstrated their desire for our digital, on-demand real estate solution with over 246,000 homes bought and sold by Opendoor across the United States. |
• | In 2023, we sold over 18,700 homes and generated $6.9 billion in revenue, the latter of which represents a compound annual growth rate of over 45% since 2017. |
• | Importantly, we have achieved this growth while continuing to delight customers, maintaining an annual average Net Promoter Score of nearly 80 from our sellers since 2021. |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 29 |
What Stockholders Said: | | | Action We Took: |
Executive Compensation: | | | |
| | ||
Compensation philosophy and use of discretion in executive compensation decisions is not clearly outlined, and executive compensation program lacks performance-based components with clearly defined metrics. | | | As noted below under “Compensation Philosophy and Objectives,” we have included additional detail regarding our compensation philosophy and specific compensation decisions during 2023. In addition, commencing in 2024, our Compensation Committee implemented new elements to our executive compensation program to further align our executive compensation program to company performance and long-term stockholder value by adopting a performance-based annual bonus plan that aligns payouts to achievement of pre-established corporate performance goals approved by the Compensation Committee, and granting certain named executive officers long-term equity incentives in the form of performance-based restricted stock units (“PRSUs”), which are subject to achievement of objectives related to homes acquired and homes sold, as further described below under “Key Changes to Executive Compensation Program for 2024.” |
| | ||
The company’s peer group and rationale for selection is not described. | | | As noted below under “Peer Group and Competitive Positioning,” we have provided additional information regarding the creation and periodic review of our compensation peer group, including the metrics used to evaluate peers for selection. |
| | ||
There is a lack of mitigating factors, such as a clawback policy or stock ownership guidelines. | | | As discussed below under “Stock Ownership Guidelines,” we maintain stock ownership guidelines for our directors and senior employees, including our Section 16 reporting officers. Under our stock ownership guidelines, within five years of the establishment of the guidelines, the applicable individuals must comply with the following minimum required thresholds of ownership: • Non-Employee Directors — the lesser of 5 times annual cash retainer or 60,000 shares; • Chief Executive Officer — the lesser of 6 times base salary or 450,000 shares; and • Section 16 Officers (other than CEO) and any other executives designated as participants — the lesser of 3 times base salary or 225,000 shares. While our NEOs and directors are still within the five-year period to accumulate their ownership holdings, when measured as of December 31, 2023, each of our directors, with the exception of Ms. Hamilton, who has until November 2028 to meet the ownership requirement, and each of our NEOs, other than Mr. Morillo (who voluntarily resigned as an executive officer on February 21, 2023), have met the specified levels of ownership. |
30 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
What Stockholders Said: | | | Action We Took: |
| | We have implemented a clawback policy as required by Nasdaq listing rules that requires the recovery of incentive-based compensation in the event of a restatement. | |
There is a lack of rationale for large executive equity award grants and it is unclear whether such grants represent multiple years of equity compensation. | | | We carefully consider the appropriate mix of compensation delivered to our executive officers. The January 2023 award to Ms. Wheeler in connection with her promotion to CEO, which represents Ms. Wheeler’s only equity grant in both fiscal 2023 and 2024, was approved by our Compensation Committee taking into consideration the data provided by our independent compensation consultant and a review of the pay practices of our peer group and a broader view of technology based companies that recently appointed a CEO. The award also aligns Ms. Wheeler’s compensation to long-term stockholder value creation. None of our other named executive officers received equity awards during 2023. Commencing in 2024, our Compensation Committee implemented changes to our executive compensation program to further align our executive compensation program to company performance and long-term stockholder value. In addition to our existing practice of issuing time-based RSUs (“TRSUs”), the Committee granted our named executive officers (other than our CEO) long-term equity incentives in the form of performance-based restricted stock units (“PRSUs”), as further described below under “Key Changes to Executive Compensation Program for 2024.” |
| | ||
Corporate Governance: | | | |
| | ||
The Board lacks adequate gender diversity. | | | We appointed an additional female director to the Board during 2023, and our Board is now composed of over 37% female directors. |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 31 |
![](https://www.sec.gov/Archives/edgar/data/0001801169/000114036124021743/ny20018669x1_barchart01.jpg)
(1) | Non-Performance based pay includes base salary, non-performance based bonuses, such as retention or sign on bonuses, and TRSUs. |
(2) | Performance based pay includes short-term and long-term incentives that are directly tied to pre-approved performance metrics (as described below). |
• | Adoption of Annual Performance Bonus Plan: In 2024, we introduced an annual performance-based cash bonus program under which all named executive officers are eligible for performance-based bonuses based on achievement of pre-established corporate performance goals approved by the Compensation Committee. The Compensation Committee selected adjusted net income (“ANI”) as the corporate performance metric for the 2024 cash performance bonuses, which is aligned with our goal of driving the Company to a positive cash flow position. ANI is a non-U.S. Generally Accepted Accounting Principles (“GAAP”) measure and is calculated as GAAP net income (loss) adjusted to exclude non-cash expenses of stock-based compensation, equity securities fair value adjustment, and intangibles amortization expense. ANI excludes expenses that are not directly related to our revenue-generating operations such as restructuring and legal contingency accruals, and as a result we believe ANI better reflects our cash flow position. |
• | Introduction of Performance-Based Restricted Stock Units (“PRSUs”): In February 2024, we granted PRSUs to each of our named executive officers, except for our CEO, Carrie Wheeler, that are eligible to vest subject to achievement of objectives related to homes acquired and homes sold, weighted equally. In consideration of Ms. Wheeler’s promotion grant awarded in 2023, as well as her current equity holdings and total compensation package, the Compensation Committee elected not to grant any additional equity awards to Ms. Wheeler during the remainder of 2023 and 2024. These performance metrics were selected to reinforce sustained operational performance through disciplined inflows and outflows and incentivize progress toward our profitability goals. |
32 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
What We Do: | | | What We Don’t Do: |
• Independent Compensation Committee. The Compensation Committee consists solely of independent directors who establish our compensation policies and practices. • Independent Compensation Adviser. The Compensation Committee has engaged its own compensation consultant to provide information, analysis and other advice on executive compensation independent of management. This compensation consultant performed no other consulting or other services for us in 2023. • Annual Executive Compensation Review. The Compensation Committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile. • Pay-for-Performance Philosophy. The majority of our named executive officers’ target total direct compensation opportunities are dependent upon our overall, long-term success as measured through company performance, our stock price and/or total stockholder return, thereby aligning the interests of our named executive officers and our stockholders. • “Double-Trigger” Change-in-Control Arrangements. Our post- employment compensation arrangements in the event of a change in control of the Company are “double-trigger” arrangements that require both a change in control of the Company plus a qualifying termination of employment before payments and benefits are paid. • Succession Planning. We annually review the risks associated with our key executive officer positions to ensure adequate succession plans are in development. • Stock Ownership Guidelines. We maintain stock ownership guidelines for our executive officers and directors in order to further promote the alignment of their interests with those of our stockholders. • Clawback Policy. In November 2023, we adopted a compensation recovery policy as required by Rule 10D-1 under the Exchange Act and the corresponding listing standard adopted by the Nasdaq, which provides for the mandatory recovery of certain erroneously awarded incentive compensation from our executive officers in the event of an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws. | | | • No Executive Retirement Plans. We do not offer pension plans or other defined benefit retirement plans or arrangements to our named executive officers. Our named executive officers are eligible to participate in our Section 401(k) retirement savings plan on the same basis as our other eligible full-time employees. • Limited Perquisites. We provide limited perquisites and other personal benefits to our named executive officers and such benefits generally are only provided when they serve a legitimate business purpose. • No Tax Reimbursements. We do not provide tax reimbursement payments (including “gross-ups”) to our named executive officers. • No Special Welfare or Health Benefits. Our executive officers participate in our broad-based company-sponsored health and welfare benefit plans and programs on the same basis as our other full-time employees. • No Post-Employment Tax Payment Reimbursement. We do not provide any tax reimbursement payments (including “gross- ups”) on any payments or benefits contingent upon a change in control of the Company. • No Hedging of Our Equity Securities. We prohibit our executive officers, all other employees and the non-employee members of our Board from engaging in certain derivative transactions and from hedging our securities, except as otherwise pre-approved by the Board. • Limited Pledging of Our Equity Securities. We prohibit our executive officers, all other employees and the non-employee members of our Board from holding our securities in a margin account. We also prohibit pledging our securities as collateral for a loan without the prior consent of our Chief Legal Officer. • No “Single Trigger” Change-in-Control Arrangements. We do not provide cash severance or automatic vesting of equity awards based solely upon a change in control of the Company. |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 33 |
• | allow us to attract and retain highly qualified executive officers; and |
• | ensure our executive team interests are directly aligned to the creation of long-term stockholder value. |
Element | | | Type of Element | | | Compensation Element | | | Objective |
Base Salary | | | Fixed | | | Cash | | | Designed to compensate our executives for services rendered during the year and to recognize the experience, skills, knowledge and responsibilities required of each executive. |
One-Time Bonuses | | | Variable | | | Cash | | | Provided on an as needed basis and in connection with an evaluation of an employment offer or retention objectives. These may take the form of sign-on or retention incentives. |
Long-Term Incentive Compensation | | | Variable | | | Equity awards in the form of TRSU awards that may vest and be settled for shares of our common stock and be settled for shares of our common stock. | | | Designed to align the interests of our executives and our stockholders by motivating our executives to create sustainable long term stockholder value. |
34 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
• | the review, analysis and updating of our compensation peer group; |
• | the Company’s executive compensation philosophy; |
• | consultancy on the design and implementation of an executive long-term incentive program and the introduction of PRSUs for 2024; |
• | the review and analysis of the base salary levels and long-term incentive compensation opportunities of our executive officers against competitive market data based on the companies in our compensation peer group; |
• | a competitive market assessment for executive-level management, including analyses for potential new hires; |
• | consultation with the Compensation Committee chair and other members between Compensation Committee meetings, including with respect to: |
• | updates on compensation trends; and |
• | regulatory updates; and |
• | support on other ad hoc matters throughout the year. |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 35 |
• | our executive compensation program objectives; |
• | our performance against the financial, operational and strategic objectives established by the Compensation Committee and our Board; |
• | each executive officer’s knowledge, skills, experience, qualifications and tenure relative to other similarly situated executives at the companies in our compensation peer group and/or in selected broad-based compensation surveys; |
• | the scope of each executive officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and/or in selected broad-based compensation surveys; |
• | the prior performance of each executive officer, based on a subjective assessment of their contributions to our overall performance, and ability to lead their business unit and work as part of a team; |
• | the potential of each executive officer to contribute to our long-term financial, operational and strategic objectives; |
• | our CEO’s compensation relative to that of our other executive officers, particularly our other named executive officers; |
• | our financial performance relative to our peers; |
• | specific input from stockholders on our executive compensation program in creating the design of our executive compensation program in subsequent years; |
• | each executive officer’s mix of short-term and long-term compensation; |
• | the compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and |
• | the recommendations of our CEO with respect to the compensation of our executive officers (except with respect to her own compensation). |
36 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
• | Revenue, |
• | Market capitalization, |
• | Gross profit, and |
• | Public companies in the same or adjacent industry, including either consumer focused technology-enabled services, real estate services, retail/Internet retail, or software and services. |
Peer Group (2022 and 2023) | ||||||
Angi | | | eXp World Holdings | | | Redfin |
Black Knight | | | Frontdoor | | | SoFi Technologies |
CarGurus | | | Lyft | | | Stitch Fix |
Compass | | | Offerpad | | | Zillow Group |
Dropbox | | | Overstock.com | | | |
Etsy | | | Peloton Interactive | | |
Peer Group Additions in 2023 | ||||||
Anywhere Real Estate | | | CarParts.com | | | Cars.com |
Carvana Co. | | | Nextdoor Holdings | | | Yelp |
Peer Group Removals in 2023 | ||||||
Chewy | | | Expedia Group | | | GoDaddy |
Pinterest | | | | |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 37 |
Name | | | Annual Salary Rate for FY23 |
Carrie Wheeler | | | $750,000 |
Christina Schwartz | | | $350,000 |
Megan Meyer Toolson | | | $400,000 |
Sydney Schaub | | | $350,000 |
Daniel Morillo | | | $350,000 |
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Opendoor Technologies Inc. // 2024 Proxy Statement | | | 39 |
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Opendoor Technologies Inc. // 2024 Proxy Statement | | | 43 |
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($)(2) | | | All Other Compensation ($) | | | Total ($) |
Carrie Wheeler Chief Executive Officer | | | 2023 | | | 750,000 | | | 250,000 | | | 16,566,265 | | | | | 17,566,265 | |
| 2022 | | | 383,334 | | | | | | | | | 383,334 | |||||
| 2021 | | | 350,000 | | | | | | | | | 350,000 | |||||
Christina Schwartz Interim Chief Financial Officer & Chief Accounting Officer | | | 2023 | | | 352,042 | | | 425,000 | | | | | | | 777,042 | ||
| 2022 | | | 321,945 | | | | | 1,826,185 | | | | | 2,148,130 | ||||
| | | | | | | | | | | ||||||||
Megan Meyer Toolson President, Sell Direct and Services | | | 2023 | | | 404,167 | | | 350,000 | | | | | | | 754,167 | ||
| | | | | | | | | | | ||||||||
Sydney Schaub Chief Legal Officer | | | 2023 | | | 350,000 | | | 175,000 | | | | | | | 525,000 | ||
| 2022 | | | 111,806 | | | 350,000 | | | 4,379,219 | | | | | 4,841,025 | |||
Daniel Morillo(3) Former Chief Investment Officer | | | 2023 | | | 145,833 | | | 1,150,000 | | | | | | | 1,295,833 | ||
| 2022 | | | 350,000 | | | 1,150,000 | | | | | | | 1,500,000 | ||||
| 2021 | | | 345,139 | | | 1,500,000 | | | | | | | 1,845,139 |
(1) | Amounts for fiscal year 2023 represent, in the case of Ms. Schaub and Mr. Morillo, the final installment of their sign-on and retention bonuses, and in the case of Ms. Meyer Toolson, a retention bonus, and in the case of Ms. Schwartz, a retention bonus and a special bonus, each as described above in the section entitled “Compensation Discussion and Analysis — Special One-Time Bonuses.” |
(2) | Amounts listed represent the aggregate grant date fair value of awards granted during the fiscal year referenced, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. These amounts do not reflect the actual economic value that may be realized by the named executive officer. For additional information regarding the stock-based awards granted to our named executive officers, please see Note 12, Share-Based Awards to the consolidated financial statements included in our 2023 Annual Report. |
(3) | Mr. Morillo resigned from his position as Chief Investment Officer effective February 21, 2023. |
44 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
Name | | | Grant Date | | | Board Approval Date | | | Stock Awards: Number of Shares of Stock or Units (#) | | | Grant Date Fair Value of Stock Awards ($)(1) |
Carrie Wheeler | | | 01/02/2023(2) | | | 12/01/2022 | | | 15,060,241 | | | 16,566,265 |
(1) | Amounts listed represent the grant date fair value of awards, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. These amounts do not reflect the actual economic value that may be realized by the named executive officer. For additional information regarding the stock-based awards granted to our named executive officers, please see Note 12, Share-Based Awards to the consolidated financial statements included in our 2023 Annual Report. |
(2) | This TRSU award vests over four years, with 1/16th of the units subject to the award vesting in successive equal quarterly installments commencing on December 1, 2022. |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 45 |
| | Option Awards | | | Stock Awards | ||||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(1) |
Carrie Wheeler | | | 09/03/2020(2) | | | | | | | | | | | 655,105 | | | 2,934,870 | | | — | | | — | ||||
| | 12/17/2020(3) | | | | | | | | | | | 353,837 | | | 1,585,190 | | | — | | | — | |||||
| | 01/02/2023(4) | | | | | | | | | | | 11,295,181 | | | 50,602,411 | | | — | | | — | |||||
Christina Schwartz | | | 09/28/2016 | | | 59,658 | | | — | | | $0.97 | | | 09/27/2026 | | | | | | | | | ||||
| | 06/12/2017 | | | 4,043 | | | — | | | $1.02 | | | 6/11/2027 | | | | | | | | | |||||
| | 06/10/2020(5) | | | | | | | | | | | 2,154 | | | 9,650 | | | — | | | — | |||||
| | 04/15/2021(6) | | | | | | | | | | | 3,849 | | | 17,244 | | | — | | | — | |||||
| | 04/15/2021(7) | | | | | | | | | | | 7,544 | | | 33,797 | | | — | | | — | |||||
| | 04/15/2021(8) | | | | | | | | | | | 46,500 | | | 208,320 | | | — | | | — | |||||
| | 02/09/2022(9) | | | | | | | | | | | 35,691 | | | 159,896 | | | — | | | — | |||||
| | 02/09/2022(10) | | | | | | | | | | | 13,727 | | | 61,497 | | | — | | | — | |||||
| | 08/24/2022(11) | | | | | | | | | | | 38,760 | | | 173,645 | | | — | | | — | |||||
| | 12/20/2022(12) | | | | | | | | | | | 125,000 | | | 560,000 | | | — | | | — | |||||
Megan Meyer Toolson | | | 06/02/2016 | | | 97,049 | | | — | | | $0.79 | | | 06/01/2026 | | | | | | | | | ||||
| | 06/12/2017 | | | 22,030 | | | — | | | $1.02 | | | 06/11/2027 | | | | | | | | | |||||
| | 09/29/2017 | | | 62,453 | | | — | | | $1.02 | | | 09/28/2027 | | | | | | | | | |||||
| | 09/29/2017 | | | 174,028 | | | — | | | $1.02 | | | 09/28/2027 | | | | | | | | | |||||
| | 03/09/2021(13) | | | | | | | | | | | 312,500 | | | 1,400,000 | | | — | | | — | |||||
| | 09/09/2022(14) | | | | | | | | | | | 387,597 | | | 1,736,435 | | | — | | | — | |||||
| | 12/20/2022(15) | | | | | | | | | | | 187,500 | | | 840,000 | | | — | | | — | |||||
Sydney Schaub | | | 10/07/2022(16) | | | | | | | | | | | 913,637 | | | 4,093,094 | | | — | | | — |
(1) | The amounts in this column were determined based on the closing market price of the Company’s common stock on December 29, 2023 of $4.48. These amounts do not reflect the actual economic value that may be realized by the named executive officer. |
(2) | The TRSUs will vest only if both (i) a liquidity based vesting condition and (ii) a time-based vesting condition are satisfied, in each case, subject to continued employment with us through the applicable vesting date. The completion of the Business Combination satisfied the liquidity-based vesting condition. The time-based vesting condition was satisfied as to 25% of the award on September 3, 2021, the first anniversary of Ms. Wheeler’s employment start date, and 75% of the award vesting in substantially equal quarterly installments over a three-year period thereafter. |
(3) | The TRSUs will vest only if both (i) a liquidity based vesting condition and (ii) a time-based vesting condition are satisfied, in each case, subject to continued employment with us through the applicable vesting date. The completion of the Business Combination satisfied the liquidity-based vesting condition. The time-based vesting conditions have a vesting commencement date of September 3, 2023, the third anniversary of Ms. Wheeler’s employment start date, and vest in substantially equal quarterly installments over a two-year period commencing on such third anniversary. |
(4) | The TRSUs are subject to a four-year vesting schedule, with 1/16th of the units subject to the award vesting in successive equal quarterly installments commencing on December 1, 2022. |
(5) | The TRSUs are subject to a four-year vesting schedule, with 5% of the units subject to the award vesting in eight successive equal quarterly installments following March 15, 2020, and 7.5% of the units vesting in eight successive equal quarterly installments thereafter, subject to continued employment. |
(6) | The TRSUs are subject to a four-year vesting schedule, with 1/16th of the units subject to the award vesting in successive equal quarterly installments following March 15, 2021, subject to continued employment. |
46 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
(7) | The TRSUs are subject to a four-year vesting schedule, with 5% of the units subject to the award vesting in eight successive equal quarterly installments following March 15, 2021, and 7.5% of the units vesting in eight successive equal quarterly installments thereafter, subject to continued employment. |
(8) | The TRSU award is subject to a three-year vesting schedule with 25% of the units subject to the award vesting January 15, 2023, and 1/8th of the total number of units subject to the award vesting on a quarterly basis thereafter, subject to continued employment. |
(9) | The TRSUs vest over four years, with 5% of the units subject to the award vesting in eight successive equal quarterly installments following January 15, 2022, and 7.5% of the units vesting in eight successive equal quarterly installments thereafter, subject to continued employment. |
(10) | The TRSUs vest over two years, with 1/8th of the units subject to the award vesting in successive equal quarterly installments following June 15, 2022, subject to continued employment. |
(11) | The TRSUs are subject to a two-year vesting schedule with 25% of the total number of units subject to the award vesting on the six-month anniversary of December 15, 2022 and 1/8th of the total number of units subject to the award vesting on a quarterly basis thereafter, subject to continued employment with us on each such vesting date. |
(12) | The TRSUs are subject to a two-year vesting schedule, with 1/8th of the units subject to the award vesting in successive equal quarterly installments following December 15, 2022, subject to continued employment. |
(13) | The TRSUs are subject to a four-year vesting schedule with 25% of the total number of units subject to the award having vested on January 15, 2022, the first anniversary of Ms. Meyer Toolson’s vesting commencement date, and 1/16th of the total number of units subject to the award vesting on a quarterly basis thereafter, subject to continued employment. |
(14) | The TRSUs are subject to a two-year vesting schedule, with 1/8th of the units subject to the award vesting in successive equal quarterly installments following December 15, 2022, subject to continued employment. |
(15) | The TRSUs are subject to a two-year vesting schedule, with 1/8th of the units subject to the award vesting in successive equal quarterly installments following December 15, 2022, subject to continued employment. |
(16) | The TRSUs are subject to a three-year vesting schedule with 33% of the total number of units subject to the award vesting on the one-year anniversary of the vesting commencement date and 1/12th of the total number of units subject to the award vesting on a quarterly basis thereafter, subject to continued employment. |
| | Option Awards | | | Stock Awards | |||||||
Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(1) |
Carrie Wheeler | | | — | | | — | | | 4,689,081 | | | 14,550,464 |
Christina Schwartz | | | — | | | — | | | 317,138 | | | 902,896 |
Megan Meyer Toolson | | | — | | | — | | | 907,066 | | | 2,619,669 |
Sydney Schaub | | | — | | | — | | | 644,804 | | | 2,354,021 |
Daniel Morillo | | | — | | | — | | | — | | | — |
(1) | The amounts in this column were determined based on the closing market price of the Company’s common stock on the trading day immediately prior to the vesting date. |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 47 |
Named Executive Officer | | | Termination Scenario | | | Cash Severance $ | | | Health Benefits Continuation $ | | | Accelerated RSUs $(1) | | | Total $ |
Carrie Wheeler | | | Termination without Cause or Resignation for Good Reason | | | $1,000,000 | | | $28,937 | | | $10,843,222 | | | $11,872,159 |
| | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | | | $1,375,000 | | | $43,406 | | | $55,122,471 | | | $56,540,877 | |
Christina Schwartz | | | Termination without Cause or Resignation for Good Reason | | | $175,000 | | | $23,656 | | | $628,011 | | | $826,667 |
| | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | | | $350,000 | | | $23,656 | | | $1,224,048 | | | $1,597,704 | |
Megan Meyer Toolson | | | Termination without Cause or Resignation for Good Reason | | | $200,000 | | | $20,345 | | | $1,848,215 | | | $2,068,560 |
| | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | | | $400,000 | | | $20,345 | | | $3,976,435 | | | $4,396,780 | |
Sydney Schaub | | | Termination without Cause or Resignation for Good Reason | | | $175,000 | | | $9,356 | | | $1,169,455 | | | $1,353,811 |
| | Change in Control, including termination without Cause or Resignation for Good Reason following a Change in Control | | | $350,000 | | | $9,356 | | | $4,093,094 | | | $4,452,450 |
(1) | The amounts assume the value paid for each share of each class of common stock of the Company in connection with the change in control transaction was $4.48, the closing market price of the Company’s common stock on December 29, 2023. |
48 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
• | Annual Board Service Retainer: |
• | All Eligible Directors: $50,000 |
• | Non-Executive Chair/Lead Director (as applicable): $75,000 (in lieu of above) |
• | Annual Committee Member Service Retainer: |
• | Member of the Audit Committee: $10,000 |
• | Member of the Compensation Committee: $7,500 |
• | Member of the Nominating Committee: $5,000 |
• | Annual Committee Chair Service Retainer (in lieu of Committee Member Service Retainer): |
• | Chair of the Audit Committee: $20,000 |
• | Chair of the Compensation Committee: $15,000 |
• | Chair of the Nominating Committee: $10,000 |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 49 |
Name | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($)(2) | | | Total ($) |
Adam Bain | | | 67,500 | | | 272,788 | | | 340,288 |
Dana Hamilton | | | 10,000 | | | 99,749 | | | 109,749 |
Cipora Herman | | | 70,000 | | | 272,854 | | | 342,854 |
Jonathan Jaffe | | | 55,000 | | | 270,968 | | | 325,968 |
Pueo Keffer | | | 60,000 | | | 272,586 | | | 332,586 |
Jason Kilar | | | 60,000 | | | 270,968 | | | 330,968 |
John Rice | | | 80,000 | | | 273,125 | | | 353,125 |
Glenn Solomon | | | 65,000 | | | 272,720 | | | 337,720 |
(1) | The amount of the cash retainers that our non-employee directors (other than Mr. Jaffe and Mr. Kilar) elected to receive in the form of TRSUs is reflected in the “Fees Earned or Paid in Cash” column, and the grant date fair value of the TRSUs granted in satisfaction of such elections on February 24, 2023 that was greater than the amount of the cash retainers to be paid in the form of TRSUs, if any, and is reflected in the “Stock Awards” column. The number of TRSUs granted to each non-employee director in lieu of cash retainers for 2023, and the corresponding aggregate grant date fair value of such TRSUs, is as follows: Adam Bain, 43,325 TRSUs, $69,320; Cipora Herman, 44,929 TRSUs, $71,886; Pueo Keffer, 38,511 TRSUs, $61,618; John Rice, 51,348 TRSUs, $82,157; and Glenn Solomon, 41,720 TRSUs, $66,752. |
(2) | Amounts listed represent the aggregate grant date fair value of awards granted during the year referenced, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. These amounts do not reflect the actual economic value that may be realized by the non-employee director. For additional information regarding the stock-based awards granted to our named executive officers, please see Note 12, Share-Based Awards to the consolidated financial statements included in our 2023 Annual Report. Amounts listed include the annual TRSU award for each non-employee director and, for each non-employee director who elected to receive their cash compensation in the form of TRSUs, the grant date fair value of the TRSUs granted in satisfaction of such elections that was greater than the amount of the cash retainers. |
Name | | | TRSUs Outstanding as of December 31, 2023 |
Adam Bain | | | 92,166 |
Dana Hamilton | | | 52,777 |
Cipora Herman | | | 96,613 |
Jonathan Jaffe | | | 92,166 |
Pueo Keffer | | | 92,166 |
Jason Kilar | | | 92,166 |
John Rice | | | 96,613 |
Glenn Solomon | | | 92,166 |
50 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
• | The annual total compensation of our median employee was $86,352; and |
• | The annual total compensation of our CEO, as reported in the Summary Compensation Table in this proxy statement, was $17,566,265. |
• | The ratio of the annual total compensation of Ms. Wheeler to our median employee was 203:1. |
• | December 31, 2023 was selected as the determination date as it enabled us to choose a pay date that aligned across the Company. |
• | As of December 31, 2023, our U.S. and non-U.S. employee population consisted of approximately 1,986 full-time and part-time employees. Employees in Canada and India were included in the calculation, and accounted for 30 and 241 employees, respectively, with 1,715 employees in the U.S. |
• | Total compensation (base salary, bonuses, plus equity incentive compensation) was selected as the most appropriate and consistently applied compensation measure to determine the median worker. |
• | For non-U.S. employees, we used exchange rates as of December 11, 2023 of 0.012 INR and 0.734 CAD to the U.S. dollar. |
• | After identifying the median employee based on total compensation, total compensation was calculated for the median employee using the same methodology used for the NEOs in the Summary Compensation Table on page 44. |
• | As noted above, the median employee’s annual total compensation was $86,352. |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 51 |
Pay Versus Performance | |||||||||||||||||||||||||||
Year | | | Summary Compensation Table Total to PEO | | | Compensation Actually Paid to (Lost by) PEO | | | Summary Compensation Table Total to Former PEO | | | Compensation Actually Paid to (Lost by) Former PEO | | | Average Summary Compensation Table Total for Non-PEO NEOs | | | Average Compensation Actually Paid for Non-PEO NEOs | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income / (Loss) | |||
| Opendoor Total Shareholder Return | | | Peer Group Total Shareholder Return | | ||||||||||||||||||||||
(1) | | | (2) | | | (3) | | | (2) | | | (3) | | | (2) | | | (4) | | | (5) | | | (6) | | | ($Millions)(7) |
2023 | | | $ | | | $ | | | N/A | | | N/A | | | $ | | | $ | | | $ | | | $ | | | ($ |
2022 | | | $ | | | ($ | | | $ | | | ($ | | | $ | | | ($ | | | $ | | | $ | | | ($ |
2021 | | | N/A | | | N/A | | | $ | | | ($ | | | $ | | | $ | | | $ | | | $ | | | ($ |
2020 | | | N/A | | | N/A | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | ($ |
1. |
– | 2023: Christina Schwartz, Megan Meyer Toolson, Sydney Schaub, and Daniel Morillo |
– | 2022: Christina Schwartz, Sydney Schaub, Andrew Low Ah Kee, and Daniel Morillo |
– | 2021: Carrie Wheeler, Andrew Low Ah Kee, Daniel Morillo, Ian Wong, and Elizabeth Stevens |
– | 2020: Carrie Wheeler, Gautam Gupta, Julie Todaro, Tom Willerer, and Elizabeth Stevens |
2. | Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our PEO, (ii) former PEO, and (iii) the average of the total compensation reported in the Summary Compensation Table for the Non-PEO NEOs in the indicated year for such years. |
52 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
3. | Amounts reported in these columns represent the compensation actually paid to (lost by) our PEO and former PEO for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below: |
PEO | |||||||||
+/- | | | | | 2022 | | | 2023 | |
| | Summary Compensation Table - Total Compensation | | | $ | | | $ | |
- | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | | | $ | | | $ |
+ | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | | | $ | | | $ |
+ | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | | | ($ | | | $ |
+ | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | | | $ | | | $ |
+ | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | ($ | | | $ |
- | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | $ | | | $ |
= | | | Compensation Actually Paid | | | ($ | | | $ |
Former PEO | ||||||||||||
+/- | | | | | 2020 | | | 2021 | | | 2022 | |
| | Summary Compensation Table - Total Compensation | | | $ | | | $ | | | $ | |
- | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | | | $ | | | $ | | | $ |
+ | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | | | $ | | | $ | | | $ |
+ | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | | | $ | | | ($ | | | ($ |
+ | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | | | $ | | | $ | | | $ |
+ | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | $ | | | ($ | | | ($ |
- | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | $ | | | $ | | | $ |
= | | | Compensation Actually Paid | | | $ | | | ($ | | | ($ |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 53 |
4. | Amounts reported in this column represent the compensation actually paid to the Non-PEO NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below: |
NEO Average | |||||||||||||||
+/- | | | | | 2020 | | | 2021 | | | 2022 | | | 2023 | |
| | Summary Compensation Table - Total Compensation | | | $ | | | $ | | | $ | | | $ | |
- | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | | | $ | | | $ | | | $ | | | $ |
+ | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | | | $ | | | $ | | | $ | | | $ |
+ | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | | | $ | | | ($ | | | ($ | | | $ |
+ | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | | | $ | | | $ | | | $ | | | $ |
+ | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | $ | | | ($ | | | ($ | | | $ |
- | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | $ | | | $ | | | $ | | | $ |
= | | | Compensation Actually Paid | | | $ | | | $ | | | ($ | | | $ |
5. | Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our common stock on December 21, 2020, which was the first day our common stock began trading after the closing of the Business Combination, using the closing stock price on that date. Historic stock price performance is not necessarily indicative of future stock price performance. |
6. | The TSR Peer Group is the Nasdaq Real Estate and Other Financial Services Index. This calculation assumes that $100 was invested in this index on December 21, 2020 (aligned with the period used in footnote #5 above). |
7. | Amounts reported in this column represent the Company’s net income (loss) for the indicated years as reported in our 2023 Annual Report and 2022 Annual Report. |
54 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
![](https://www.sec.gov/Archives/edgar/data/0001801169/000114036124021743/ny20018669x1_pvp02x3.jpg)
![](https://www.sec.gov/Archives/edgar/data/0001801169/000114036124021743/ny20018669x1_pvp01x3.jpg)
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 55 |
Plan category: | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | | | Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights | | | Number of Securities Available for Future Issuance Under Equity Compensation Plans (excludes securities reflected in first column) |
Equity compensation plans approved by security holders(1) | | | — | | | — | | | 15,829,372(7) |
Restricted Stock Units | | | 47,990,467(3) | | | — | | | — |
Options to Purchase Common Stock | | | 7,819,572(4) | | | $2.4418(6) | | | — |
Equity compensation plans not approved by security holders(2) | | | 12,905,561(5) | | | — | | | 17,306,522 |
Total | | | 68,715,600 | | | $2.4418 | | | 33,135,894 |
(1) | Consists of the Opendoor Labs Inc. 2014 Stock Plan (the “2014 Plan”), the Opendoor Technologies Inc. 2020 Incentive Award Plan (the “2020 Plan”) and the Opendoor Technologies Inc. 2020 Employee Stock Purchase Plan (the “ESPP”). |
(2) | Consists of the 2022 Inducement Award Plan (the “Inducement Plan”). |
(3) | Consists of 1,094,168 outstanding restricted stock units under the 2014 Plan and 46,896,299 outstanding restricted stock units under the 2020 Plan. |
(4) | Consists of 7,772,697 outstanding options to purchase stock under the 2014 Plan and 46,875 outstanding options under the 2020 Plan. |
(5) | Consists of 12,905,561 outstanding restricted stock units under the Inducement Plan. |
(6) | As of December 31, 2023, the weighted-average exercise price of outstanding options under the 2014 Plan was $2.3660 and the weighted-average exercise price of outstanding options under the 2020 Plan was $15.0000. |
(7) | No additional awards will be granted under the 2014 Plan and, as a result, no shares remain available for issuance for new awards under the 2014 Plan. The number of shares authorized under our 2020 Plan will increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2030, by an amount equal to the lesser of (A) a number equal to the excess (if any) of (1) 5% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding fiscal year over (2) the number of shares reserved for issuance under the 2020 Plan as of such date and (B) such smaller number of shares as determined by our Board. The number of shares authorized under our ESPP will increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2030, by an amount equal to the lesser of (A) 1% of the shares of Common Stock outstanding as of the last day of the immediately preceding fiscal year and (B) such smaller number of shares of Common Stock as determined by our Board; provided, however, that no more than 54,385,060 shares of Common Stock may be issued under the ESPP. |
56 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
• | Stock Options and SARs. Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a stock option or SAR may not be less than 100% of the fair market value of the underlying share on the grant date (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute awards granted in connection with a corporate transaction. The term of a stock option or SAR may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). |
• | Restricted Stock. Restricted stock is an award of nontransferable shares of our common stock that are subject to certain vesting conditions and other restrictions. |
• | RSUs. RSUs are contractual promises to deliver shares of our common stock in the future or an equivalent in cash and other consideration determined by the plan administrator, which may also remain forfeitable unless and until specified conditions are met and may be accompanied by the right to receive the equivalent value of dividends paid on shares of common stock prior to the delivery of the underlying shares (i.e., dividend equivalent rights). The plan administrator may provide that the delivery of the shares (or payment in cash) underlying RSUs will be deferred on a mandatory basis or at the election of the participant. The terms and conditions applicable to RSUs will be determined by the plan administrator, subject to the conditions and limitations contained in the Inducement Plan. |
• | Other Stock or Cash Based Awards. Other stock or cash based awards are awards of cash, fully vested shares of our common stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our common stock. Other stock or cash based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled. |
• | Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our common stock and may be granted alone or in tandem with awards other than stock options or SARs. |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 57 |
58 | | | Opendoor Technologies Inc. // 2024 Proxy Statement |
• | each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our voting shares; |
• | each of our named executive officers and directors; and |
• | all of our current executive officers and directors as a group. |
Name and Address of Beneficial Owner(1) | | | Total Number of Shares Beneficially Owned | | | Percentage of Common Stock Beneficially Owned |
5% Holders | | | | | ||
The Vanguard Group(2) | | | 86,258,094 | | | 12.53% |
AI LiquidRE LLC(3) | | | 53,598,914 | | | 7.78% |
BlackRock, Inc.(4) | | | 50,672,097 | | | 7.36% |
Directors and Named Executive Officers | | | | | ||
Carrie Wheeler | | | 4,934,566 | | | * |
Christina Schwartz(5) | | | 435,533 | | | * |
Megan Meyer Toolson(6) | | | 2,352,313 | | | * |
Sydney Schaub | | | 313,593 | | | * |
Daniel Morillo(7) | | | 190,044 | | | * |
Adam Bain(8) | | | 2,889,970 | | | * |
Dana Hamilton(9) | | | 4,281 | | | * |
Cipora Herman(10) | | | 211,957 | | | * |
Pueo Keffer(11) | | | 475,115 | | | * |
Jason Kilar(12) | | | 172,516 | | | * |
John Rice(13) | | | 113,256 | | | * |
Glenn Solomon(14) | | | 13,095,437 | | | 1.90% |
All current directors and executive officers as a group (11 persons)(15) | | | 24,998,537 | | | 3.63% |
* | Less than 1% of our outstanding common stock. |
(1) | Unless otherwise noted, the business address of each of those listed in the table above is 410 N. Scottsdale Road, Suite 1600, Tempe Arizona 85288. |
(2) | Based solely on a Schedule 13G/A filed with the SEC on February 13, 2024 by the Vanguard Group. The Vanguard Group has (i) shared voting power over 412,051 shares of common stock, (ii) sole dispositive power over 85,258,732 shares of common stock, and (iii) shared dispositive power over 999,362 shares of common stock. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |
(3) | Based solely on a Schedule 13D/A filed with the SEC on October 6, 2021, by Access Industries Management, LLC (“AIM”), AI LiquidRE LLC (“AIL”), LBIT 2002 LLC (“LBIT”) and Len Blavatnik (collectively, the “Reporting Persons,” and each, a “Reporting Person”). Consists of (i) 53,524,812 shares of common stock held directly by AIL and (ii) 74,102 shares of common stock held directly by LBIT and, in each case, may be deemed to be beneficially owned by AIM and Len Blavatnik because (a) AIM is the controlling entity of AIL and LBIT, respectively, and (b) Len Blavatnik controls AIM and LBIT and holds a majority of the outstanding voting interests in AIL. Each of the Reporting Persons (other than AIL, with respect to shares held directly by AIL, and LBIT, with respect to shares held directly by LBIT), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities. The address of each of the Reporting Persons is 40 West 57th St., 28th Floor, New York, New York 10019. |
Opendoor Technologies Inc. // 2024 Proxy Statement | | | 59 |
(4) | Based solely on a Schedule 13G filed with the SEC on January 26, 2024 by BlackRock, Inc. BlackRock Inc. has (i) sole voting power over 49,249,557 shares of common stock, and (ii) sole dispositive power over 50,672,097 shares of common stock. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. |
(5) | Includes (i) 352,214 shares of common stock held by Christina Schwartz, (ii) 19,618 shares issuable pursuant to outstanding RSUs that will vest within 60 days of March 27, 2024 and (iii) 63,701 shares of our common stock issuable upon the exercise of options exercisable as of or within 60 days of March 27, 2024. |
(6) | Includes (i) 1,735,841 shares of common stock held by Megan Meyer Toolson, (ii) 260,912 shares issuable pursuant to outstanding RSUs that will vest within 60 days of March 27, 2024 and (iii) 355,560 shares of common stock issuable upon the exercise of options exercisable as of or within 60 days of Marcy 27, 2024. |
(7) | Mr. Morillo resigned from his position as Chief Investment Officer effective February 21, 2023. |
(8) | Includes (i) 117,238 shares of common stock held by Adam Bain, (ii) 4,460 shares issuable pursuant to outstanding RSUs that will vest within 60 days of March 27, 2024, (iii) 225,000 shares of common stock held by 010118 Management, L.P. (“010118”) and (iv) 2,543,272 shares held by 01 Advisors 01 L.P. (“01 Advisors”). Mr. Bain is a managing member of 010118 and a managing partner of 01 Advisors and may be deemed a beneficial owner of the shares of common stock held by 010118 and 01 Advisors. |
(9) | Includes 4,281 shares issuable pursuant to outstanding RSUs that will vest within 60 days of March 27, 2024. |
(10) | Includes (i) 206,962 shares of common stock held by Cipora Herman and (ii) 4,995 shares issuable pursuant to outstanding RSUs that will vest within 60 days of March 27, 2024. |
(11) | Includes (i) 470,298 shares of common stock held by Pueo Keffer and (ii) 4,817 shares issuable pursuant to outstanding RSUs that will vest within 60 days of March 27, 2024. |
(12) | Includes (i) 148,253 shares of common stock held by Jason Kilar and (ii) 24,263 shares of our common stock issuable upon the exercise of options exercisable as of or within 60 days of March 27, 2024. |
(13) | Includes (i) 107,547 shares of common stock held by John Rice and (ii) 5,709 shares issuable pursuant to outstanding RSUs that will vest within 60 days of March 27, 2024. |
(14) | Includes (i) 10,430 shares of common stock held by Glenn Solomon, (ii) 4,638 shares issuable pursuant to the RSUs that will vest within 60 days of March 27, 2024, (iii) 320,577 shares of common stock held by The Solomon Family Trust, (iv) 5,867,568 shares of common stock held of record by GGV Capital V L.P. (“GGCV”), (v) 6,597,680 shares of common stock held of record by GGV Capital Select L.P. (“GGCS”), (vi) 215,339 shares of common stock held of record by GGV Capital V Entrepreneurs Fund L.P. (“GGCVEF”) and (vii) 79,205 shares of common stock held of record by GGV Capital LLC (“GGVC LLC”). GGV Capital V L.L.C (“GGCV LLC”) is the General Partner of GGCV and GGCVEF. GGV Capital Select L.L.C. (“GGCS LLC”) is the General Partner of GGCS. Mr. Solomon is a managing director of GGCV LLC, GGCS LLC, and GGVC LLC, shares voting and investment power with respect to these shares and, accordingly, may be deemed to beneficially own these shares. |
(15) | Includes (i) 309,430 shares issuable pursuant to outstanding RSUs that will vest within 60 days of March 27, 2024 and (ii) 443,534 shares of common stock issuable upon the exercise of options exercisable as of or within 60 days of Marcy 27, 2024 for all current executive officers and directors. |
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Fee Category (in thousands) | | | 2023 | | | 2022 |
Audit Fees(1) | | | $2,952 | | | $3,034 |
Audit-Related Fees(2) | | | 20 | | | 226 |
Tax Fees(3) | | | 421 | | | 375 |
All Other Fees(4) | | | 42 | | | — |
Total Fees | | | $3,435 | | | $3,635 |
(1) | Audit fees consist of fees for professional services rendered in connection with the annual audits of our consolidated financial statements, the review of our interim condensed consolidated financial statements included in our Quarterly Reports, consultations on accounting matters directly related to the audit, and audits in connection with statutory, regulatory, and contractual requirements. |
(2) | Audit-related fees consist of fees for professional services rendered in connection with (1) the submission of various registration statements, and (2) agreed upon procedures related to certain compliance audits. |
(3) | Tax fees consist of fees billed for services rendered for tax compliance, tax advice and tax planning. |
(4) | All other fees consist of fees for all other services not included in the categories set forth above. |
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