UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

☐	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

Opendoor Technologies Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	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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OPENDOOR TECHNOLOGIES INC.

410 N. Scottsdale Road, Suite 1600

Tempe, Arizona 85288

LETTER TO STOCKHOLDERS FROM THE CHIEF EXECUTIVE OFFICER

Dear Opendoor Stockholder:

I am pleased to invite you to the 2024 Annual Meeting of Stockholders of Opendoor Technologies Inc. (the “Annual Meeting”), which will be held on Friday, June 14, 2024, at 9:30 a.m. Pacific Time. The Annual Meeting will be a completely virtual meeting conducted via live audio webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/OPEN2024. For further information on how to participate in the meeting, please see “General Information About the Annual Meeting & This Proxy Statement” in the accompanying proxy statement.

We are pleased to make our annual report and proxy materials available to stockholders over the Internet under the U.S. Securities and Exchange Commission’s (the “SEC”) Notice and Access rules. We believe this electronic delivery option provides our stockholders with information in a more timely, cost-efficient, and environmentally conscious manner versus providing materials in paper form.

It is very important that your shares be represented and voted at the Annual Meeting regardless of whether you plan to attend virtually. The accompanying proxy statement contains information about the matters on which you are being asked to vote, as well as specific instructions for voting over the telephone or via the Internet, or submitting your proxy. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. You are encouraged to read the materials carefully and vote in accordance with the recommendations of the Board of Directors (the “Board”).

Thank you for your investment in Opendoor. We appreciate your support.

Sincerely,

Carrie Wheeler

Chief Executive Officer & Director

April 24, 2024

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OPENDOOR TECHNOLOGIES INC.

410 N. Scottsdale Road, Suite 1600

Tempe, Arizona 85288

TABLE OF CONTENTS

I.	LETTER TO STOCKHOLDERS FROM THE CHIEF EXECUTIVE OFFICER	i
II.	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	iv
III.	NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS	v
IV.	PROXY STATEMENT SUMMARY	1
	Proposals and Board Recommendations	1
	Our Board of Directors	1
	Corporate Governance Highlights	3
	Executive Compensation Highlights	4
	Stockholder Engagement	4
V.	GENERAL INFORMATION ABOUT THE ANNUAL MEETING & THIS PROXY STATEMENT	6
	Proposals	7
	Recommendations of the Board	7
	Frequently Asked Questions About the Annual Meeting of Stockholders	7
VI.	PROPOSAL 1 – ELECTION OF DIRECTORS	13
	Our Board of Directors	13
	Board Composition	18
	Consideration of Board Diversity	18
VII.	CORPORATE GOVERNANCE	19
	Corporate Governance Highlights	19
	Director Independence	20
	Board Leadership Structure	20
	Board’s Role in Risk Oversight	21
	Board Meetings, Continued Education and Succession Planning	21
	Stockholder Recommendations of Director Candidates	22
	Stockholder Engagement	22
	Communications from Stockholders	23
	Stock Ownership Guidelines	23
	Corporate Governance Documents & Policies	23
	Prohibitions on Hedging, Pledging and Short-Term Speculative Transactions	23
	Board Committees	25
VIII.	OUR EXECUTIVE OFFICERS	28
IX.	EXECUTIVE COMPENSATION	29
	Compensation Discussion and Analysis	29
	Compensation-Setting Process	34
	Compensation Elements	38
	Hedging and Pledging of Securities	42
	Stock Ownership Guidelines	42
	Clawbacks	42
	Compensation Committee Report	43

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

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties. Statements containing words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “might,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strategy,” “strive,” “target,” “vision,” “will,” or “would,” any negative of these words or other similar terms or expressions may identify forward-looking statements. The absence of these words does not mean that a statement is not forward-looking. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee these results. Differences in our actual results from those described in these forward-looking statements may result from actions taken by us as well as from risks and uncertainties beyond our control. For more information about potential factors that could affect our business and financial results, please review the “Risk Factors” described in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC and in our other filings with the SEC. Except as may be required by law, we do not intend, and undertake no duty, to update this information to reflect future events or circumstances.

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OPENDOOR TECHNOLOGIES INC.

410 N. Scottsdale Road, Suite 1600

Tempe, Arizona 85288

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

2024 Annual Meeting Information

Time:

9:30 a.m. Pacific Time

Date:

June 14, 2024

Location:

Online only via live audio webcast at

www.virtualshareholdermeeting.com/

OPEN2024

Your vote is important regardless of the number of shares of common stock you own. To ensure that a quorum is present at the annual meeting, please vote your shares over the Internet or by telephone, or, if you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed envelope, whether or not you expect to attend the annual meeting. We encourage stockholders to submit their proxy via telephone or online. If you decide to attend the annual meeting, you will be able to vote electronically, even if you have previously submitted your proxy.

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Opendoor Technologies Inc. (the “Company” or “Opendoor”) will be held on Friday, June 14, 2024, at 9:30 a.m. Pacific Time. The Annual Meeting will be a virtual meeting conducted via live audio webcast. You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/OPEN2024 and enter your 16-digit control number included in this Notice of Internet Availability of Proxy Materials (this “Internet Notice”), your proxy card or the instructions that accompanied your proxy materials. You will not be able to attend the Annual Meeting physically. If you wish to attend the Annual Meeting, detailed instructions are provided under “How do I attend this year’s Annual Meeting?” on page 10 of the accompanying proxy statement. We have also provided information regarding how stockholders can engage during the Annual Meeting, including how they can vote, ask questions, request technical support and access information following the Annual Meeting within the accompanying proxy statement.

At the Annual Meeting, stockholders will consider and vote on the following matters:

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.

The stockholders will also act on any other business that may properly come before the Annual Meeting or any postponement, continuation or adjournment of the Annual Meeting. Information relevant to these matters is set forth in the accompanying proxy statement.

Stockholders of record of our common stock as of close of business on Monday, April 17, 2024 (the “Record Date”), are entitled to notice of, and to vote at, the Annual Meeting or any postponement, continuation or adjournment thereof. A complete list of stockholders as of the Record Date will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the Annual Meeting by sending an email to investors@opendoor.com, stating the purpose of the request and providing proof of ownership of Opendoor stock.

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On or about April 24, 2024, we expect to mail to our stockholders the Internet Notice containing instructions on how to access this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023 (our “2023 Annual Report”). The Internet Notice provides instructions on how to vote via the Internet or by telephone and how to receive a paper copy of our proxy materials.

It is important that your shares be represented regardless of the number of shares of common stock you may hold. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

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.

By Order of the Board of Directors,

Sydney Schaub

Chief Legal Officer & Secretary

April 24, 2024

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PROXY STATEMENT SUMMARY

This section summarizes and highlights certain information contained in this proxy statement but does not contain all the information that you should consider when casting your vote. Please review the entire proxy statement as well as our 2023 Annual Report carefully before voting.

Proposals and Board Recommendations

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.
		See “Proposal 3 – Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers” beginning on page 64 of this proxy statement and “Executive Compensation” beginning on page 29 of this proxy statement.

Our Board of Directors

Committee Memberships

Name

Primary Occupation

Age*

Independent

Carrie Wheeler

CEO, Opendoor Technologies Inc.

Adam Bain

Co-Managing Partner, 01 Advisors

•

Dana Hamilton**

Former Head of Real Estate, Pretium Partners LLC

•

Cipora Herman**

Former Chief Financial Officer of LA28

•

CHAIR

Pueo Keffer

Managing Director, Access Technology Ventures

•

Jason Kilar

Former Chief Executive Officer of Warner Media, LLC

•

CHAIR

John Rice (Lead Independent Director)

CEO, Management Leadership for Tomorrow

•

Glenn Solomon**

Managing Partner, Notable Capital

•

CHAIR

Opendoor Technologies Inc. // 2024 Proxy Statement

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* 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

Director Highlights

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

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⁾

SEC Form DEF 14A filed by Opendoor Technologies Inc