tm213100-2_def14a - none

Executive sessions of non-management directors and at least an annual executive session of independent directors

Focus on executive officer succession planning

Beginning in 2021, annual Board and Committee self-evaluations

Director onboarding program and continuing director education

Strong Board diversity

Annual review of Committee charters and key governance policies

Detailed strategy and risk oversight by Board and Committees

Commitment to fostering a diverse and inclusive workplace

No director overboarding

Focus on company culture grounded in our 20 ISMs

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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 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

ROCKET COMPANIES, 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 the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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April 14, 2021

Dear Fellow Stockholders,

On behalf of the Board of Directors and the leadership team, we invite you to attend the 2021 Annual Meeting of Stockholders, to be held at:

				1:00 p.m., Eastern Daylight Time						Tuesday, May 25, 2021
				www.virtualshareholdermeeting.com/RKT2021

As part of our precautions regarding the coronavirus and to support the health and well-being of our stockholders, the 2021 Annual Meeting of Stockholders will be held exclusively online. There will not be a physical location for the Annual Meeting and you will not be able to attend the meeting in person. We hope that you will be able to attend and participate in the Annual Meeting.

As we reflect on 2020, our first year as a public company, we are proud to have showcased to the world how the continued investment in our technology platform in combination with our team members and client-centric culture created true differentiation for Rocket Companies. We were able to help over one million clients with their home financing needs last year, while also seeing our investments in areas like ethical artificial intelligence and machine learning bring significant improvements to the marketplace. This is true not only in the growth of our mortgage business, but also in the expansion of auto sales, the seamless connections we created between clients and real estate agents and the digitization of the loan closing process. During a period that saw our business grow with revenues increasing 208% year-over-year to $15.7 billion, our proprietary Rocket technology platform proved time and time again that it drives success.

At the meeting, you will have a chance to vote on the matters set forth in the accompanying Notice Of 2021 Annual Meeting Of Stockholders And Proxy Statement, and we will share a report on our business and operations.

Your vote is important. Even if you plan to participate in the Annual Meeting, please vote by internet, telephone or mail as soon as possible to ensure your vote is recorded promptly. The instructions set forth in the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card explain how to vote your shares.

On behalf of the Board of Directors, thank you for your ongoing support of Rocket Companies, Inc.

Sincerely,


	DAN GILBERT Founder and Chairman of the Board				JAY FARNER Vice Chairman of the Board and Chief Executive Officer

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Notice Of 2021 Annual Meeting
Of Stockholders

The accompanying proxy statement is provided in connection with the solicitation of proxies by the Board of Directors of Rocket Companies, Inc. for use at the 2021 annual meeting of stockholders.

The annual meeting is being held virtually by live webcast at: www.virtualshareholdermeeting.com/RKT2021 on Tuesday, May 25, 2021, at 1:00 p.m., Eastern Daylight Time, to conduct the following items of business:

				To elect to our Board of Directors three Class I directors, named in the accompanying proxy statement, each to serve for a three-year term and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.
				To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021.
				To approve (on a non-binding, advisory basis) the compensation of our named executive officers.
				To approve (on a non-binding, advisory basis) whether an advisory vote on the compensation of our named executive officers should occur every one, two or three years.
				To transact any other business that may properly come before the meeting or any postponement or adjournment of the meeting.

The accompanying proxy statement describes each of these items of business in detail. We have not received notice of any other matters that may properly be presented at the annual meeting.

We began mailing a Notice of Internet Availability of Proxy Materials on or about April 14, 2021 to holders of record of shares of our Class A common stock and Class D common stock at the close of business on the record date, March 31, 2021. We further provided those stockholders with access to our online proxy materials and filed our proxy materials with the Securities and Exchange Commission (the “SEC”). The Notice of Internet Availability of Proxy Materials contains information on how to access this notice, the

proxy statement, the form of proxy and our 2020 annual report to stockholders over the Internet, as well as instructions on how to request a paper copy of these materials.

Only stockholders of record at the close of business on March 31, 2021, the date established by our Board of Directors as the record date, are entitled to receive notice of, and vote at, the annual meeting. All stockholders are invited to attend the live webcast of the annual meeting by visiting www.virtualshareholdermeeting.com/RKT2021. You will be able to listen to a live webcast, submit appropriate questions to our management and Board of Directors, and vote your shares during the annual meeting. To participate in and vote at the annual meeting, stockholders will need the unique 16-digit control number in their Notice of Internet Availability of Proxy Materials or proxy card. Additional information regarding the virtual meeting is included in the accompanying proxy statement.

Your vote is very important. Whether or not you plan to participate in the annual meeting, we urge you to vote as soon as possible by telephone, by mail or over the Internet as described in the accompanying proxy statement.

By Order of our Board of Directors,

ANGELO VITALE
General Counsel and Secretary

Detroit, Michigan • April 14, 2021

Important Notice Regarding the Availability of
Proxy Materials for the Stockholder Meeting to
be Held May 25, 2021

This notice, the proxy statement and the 2020 annual report to stockholders are available at www.proxyvote.com.

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	PROXY SUMMARY					1
	2021 Annual Meeting Of Stockholders					1
	About Rocket Companies					3
	2020 Company Performance Highlights					4
	Class I Director Nominees					5
	A Highly Diverse And Skilled Board					6
	Executive Compensation					7
	Corporate Governance Highlights					9
	Sustainability Matters					9
	Human Capital Management Highlights					10
	Index of Frequently Requested Information					11
	Additional Resources					11
	PROPOSAL NO. 1—ELECTION OF CLASS I DIRECTORS					12
	BOARD MATTERS					14
	Director Nominations And Appointments					14
	Director Background And Qualifications					16
	Oversight By Our Board Of Directors					23
	Board Leadership Structure					23
	Board Overlap with RHI					24
	Corporate Opportunity					24
	Meetings					25
	Three Standing Committees					25
	Risk Oversight					30
	Corporate Governance Policies					32
	Board Evaluation Process					33
	Director Onboarding And Continuing Education					33
	Executive Officer Succession Planning					33
	Human Capital Management					34
	Communications With Our Board					36
	Compensation Of Non-Affiliated Directors					37
	2020 Director Compensation Table					38
	EXECUTIVE OFFICERS					39
	COMPENSATION DISCUSSION AND ANALYSIS					43
	Executive Summary					43
	Compensation Objectives And Philosophy					47
	2020 Compensation Program					48
	Tax Considerations					51
	COMPENSATION COMMITTEE REPORT					52
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION					53

	NAMED EXECUTIVE OFFICER COMPENSATION TABLES					54
	Summary Compensation Table For 2020 And 2019					54
	Grants Of Plan-Based Awards In 2020					55
	Narrative Disclosure To Summary Compensation Table And Grants Of Plan-Based Awards Table					56
	Outstanding Equity Awards At December 31, 2020					57
	Option Exercises And Stock Vested In 2020					58
	Potential Payments Upon Termination Of Employment Or Change In Control Of The Company					59
	Change Of Control And Severance Payments Table					61
	CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS					62
	Policies And Procedures For Related Person Transactions					62
	Related Person Transactions					64
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					74
	AUDIT COMMITTEE REPORT					77
	AUDIT COMMITTEE MATTERS					79
	Pre-Approval Policies And Procedures					79
	Independent Registered Public Accounting Firm Fees					79
	PROPOSAL NO. 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021					80
	PROPOSAL NO. 3—ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION					82
	PROPOSAL NO. 4—ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION					84
	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND 2021 ANNUAL MEETING					85
	OTHER MATTERS					93
	Deliquent Section 16(A) Reports					93
	Presentation Of Stockholders Proposals And Nominations At 2022 Annual Meeting					93
	Access To Reports And Other Information					93
	Forward Looking Statements					94

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Rocket Key Terms And Abbreviations

Amrock

Amrock Inc. before July 10, 2020 and Amrock, LLC on or after July 10, 2020

Common Stock

Our authorized classes of common stock – Class A common stock, Class B common stock, Class C common stock and Class D common stock. As of the record date, only shares of Class A common stock and Class D common stock are outstanding. See “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships and Related Person Transactions – Related Person Transactions – Exchange Agreement” for important information regarding the voting and economic rights of our classes of common stock, as well as securities of Rocket Companies, Inc. and Holdings that may be exchanged for shares of our classes of common stock

Company, We, Us, Our And Rocket

Rocket Companies, Inc., a Delaware corporation incorporated on February 26, 2020, is a holding company. Its primary material asset is the equity interest in Holdings that, through its direct and indirect subsidiaries, conducts all of the Company’s operations. Because Rocket Companies, Inc. is the managing member of Holdings, Rocket Companies, Inc. indirectly operates and controls all of the business affairs of Holdings and its subsidiaries

Holdings

RKT Holdings, LLC, a Michigan limited liability company formed on March 6, 2020, that wholly owns the following entities, with each entity’s subsidiaries identified in parentheses: Quicken Loans, LLC, Amrock Holdco, LLC (Amrock Title Insurance Company and Nexsys Technologies LLC), LMB HoldCo LLC (Core Digital Media), RCRA Holdings LLC (Rock Connections and Rocket Auto), Rocket Homes Real Estate LLC (Rocket Homes), RockLoans Holdings LLC (Rocket Loans), Rock Central LLC, EFB Holdings Inc. (Edison Financial), Lendesk Canada Holdings Inc., RockTech Canada Inc. and Woodward Capital Management LLC

Holdings Units

The non-voting common interest units of Holdings

IPO

The initial public offering of Rocket Companies, Inc. that was consummated on August 10, 2020

RHI

Rock Holdings Inc., our sole stockholder prior to the consummation of our IPO and our principal stockholder after the consummation of our IPO. Prior to our IPO and the related reorganization transactions occurring prior to such offering, all of the outstanding equity interests of Quicken Loans, as well as all or a majority of the outstanding equity interests in our other operating subsidiaries, which historically have operated our businesses, were directly or indirectly owned by RHI

RHI Affiliated Entities

RHI and its affiliates other than the Company and its subsidiaries

RHI Securities

The outstanding common stock or preferred stock beneficially owned by RHI or any entity disregarded as separate from RHI for U.S. federal income tax purposes

Rocket Mortgage

Rocket Mortgage brand or platform, or the Quicken Loans business, as the context allows

Quicken Loans

Quicken Loans Inc. prior to April 15, 2020 and Quicken Loans, LLC, a Michigan limited liability company, on or after April 15, 2020

Team Members

Employees of the Company

Voting Limitation

A provision in our certificate of incorporation that provides that, at any time when the aggregate voting power of the RHI Securities would be equal to or greater than 79% of the total voting power of our outstanding stock, the number of votes per share of each RHI Security will be reduced such that the aggregate voting power of all of the RHI Securities is equal to 79%

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Proxy Summary

This proxy summary highlights information regarding Rocket Companies, Inc. and certain information included elsewhere in this proxy statement. You should read the entire proxy statement before voting. You should also review our 2020 annual report to stockholders for detailed information regarding the 2020 financial and operating performance of Rocket Companies, Inc., including the audited financial statements and related notes included in the report.

2021 Annual Meeting of Stockholders

				Meeting Date: Tuesday May 25, 2021						Time: 1:00 p.m. Eastern Daylight Time
				Location (VIRTUAL ONLY): www.virtualshareholdermeeting.com/RKT2021
				Record Date: Wednesday March 31, 2021

Please Vote Today

Your vote is important. Whether or not you plan to virtually attend the annual meeting, we urge you to vote promptly. Please carefully review the proxy materials and follow the instructions below to cast your vote on all of the proposals.

Voting Methods In Advance Of 2021 Annual Meeting

Even if you plan to attend the annual meeting, please vote in advance. Make sure to have your proxy card, voting instruction card or Notice of Internet Availability of Proxy Materials and follow the instructions.

				Online – Go to www.proxyvote.com: You can use the Internet 24 hours a day to transmit your voting instructions.
				By Phone – Call 1-800-690-6903: You can use any touch-tone telephone.
				By Mail – If you received a printed copy of the proxy materials, complete, sign and return your proxy card or voting instruction card in the enclosed envelope (to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717).

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Proposals, Board Recommendations And Required Vote

Proposal 1
Election of Class I Directors

Board Recommendation: FOR each nominee

Required Vote: Plurality of the votes cast

Proposal 2
Ratification of Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2021

Board Recommendation: FOR

Required Vote: Majority of the voting power of shares of stock present and entitled to vote

PROPOSAL 3
Advisory Vote on Named Executive Officer Compensation

Board Recommendation: FOR

Required Vote: Majority of the voting power of shares of stock present and entitled to vote

PROPOSAL 4
Advisory Vote on the Frequency of the Advisory Vote to Approve Named Executive Officer Compensation

Board Recommendation: For every THREE YEARS

Required Vote: Majority of the voting power of shares of stock present and entitled to vote

Questions And Answers About The 2021 Annual Meeting

Please see “Questions And Answers About The Proxy Materials And 2021 Annual Meeting” for important information about the annual meeting, virtual meeting format, proxy materials, voting, Company documents, communications, deadlines to submit stockholder proposals and other pertinent information.

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About Rocket Companies

Business Overview

We are a Detroit-based holding company consisting of tech-driven real estate, mortgage and eCommerce businesses. Our mission is to simplify the most complicated and stressful transactions in life with technology. We are committed to providing an industry-leading client experience powered by our platform and our Rocket Cloud Force, which consists of more than 6,600 sales team members across the organization. We believe our widely recognized “Rocket” brand is synonymous with providing simple, fast, and trusted digital solutions for complex personal transactions.

Dan Gilbert, our founder and Chairman, purposefully created a strong cultural foundation of core principles, or “ISMs”, as a cultural operating system to guide decision making by all our team members. At the heart of the ISMs is a simple, yet powerful, concept: “Love our team members. Love our clients.” Our team members put the ISMs into action every day. The result is an empowered and passionate team aligned in a common mission. This has led FORTUNE magazine to name us to their list of “100 Best Companies to Work For” for 17 consecutive years.

Since our inception in 1985, we have consistently demonstrated our ability to launch new consumer experiences, scale and automate operations, and extend our proprietary technologies to partners. Our flagship business, Rocket Mortgage, is the industry leader, having provided more than $1 trillion in home

loans since inception while growing our market share from 1.3% in 2009 to 8.4% in 2020, a CAGR of 18%. We have now expanded into complementary industries, such as real estate services, personal lending, and auto sales. With each of these businesses in gigantic and fragmented markets, we seek to reinvent and streamline the client experience leveraging the Rocket platform. Our shares of Class A common stock are listed on the New York Stock Exchange (“NYSE”) under the symbol “RKT.”

RHI, Our Principal Stockholder

In addition to being our principal stockholder, RHI is the majority stockholder of several other businesses, including a technology services provider (Detroit Labs) and the preeminent online dictionary (Dictionary.com). For more information on RHI, see “Certain Relationships and Related Person Transactions.”

Dan Gilbert is the majority stockholder of RHI and serves as the chairman of RHI’s board of directors. Dan is passionate about building great American cities and has invested billions of dollars into properties and community programming in Detroit and Cleveland. Dan is also the majority shareholder of the Cleveland Cavaliers of the National Basketball Association, the majority shareholder and founder of the real estate investment firm Bedrock Management Services LLC (“Bedrock”) and the controlling shareholder and founder of the unicorn online startup StockX.

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2020 Company Performance Highlights

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Class I Director Nominees for
Three-Year Terms

Upon the unanimous recommendation of our Nominating and Governance Committee, our Board has unanimously nominated and recommends a vote “FOR” each of the following nominees for election as Class I directors to serve for a three-year term and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.

JAY FARNER • Vice Chairman
			Age: 48 Director Since*: March 2020 Independent: No Board Committee(s): Nominating and Governance Primary Occupation: CEO of the Company and RHI Other Public Company Boards: None

JENNIFER GILBERT
			Age: 52 Director Since*: March 2020 Independent: No Board Committee(s): None Primary Occupation: Founder and Creative Director of POPHOUSE Other Public Company Boards: None

JONATHAN MARINER
			Age: 66 Director Since*: November 2020 Independent: Yes Board Committee(s): Audit (Chair) Primary Occupation: Chief Administrative Officer and Chief People Officer of Enjoy Technology, Inc. Other Public Company Boards: Tyson Foods, Inc. (NYSE: TSN)

* Our Board was formed in March 2020 in preparation for the IPO.

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A HIGHLY DIVERSE AND SKILLED BOARD

We believe that our diverse Board has an appropriate mix of skills, expertise and experience to oversee critical matters of the Company and to represent the interests of our stockholders.

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EXECUTIVE COMPENSATION — A TRANSITION YEAR OF A NEW PUBLIC COMPANY

Key elements of our compensation program for named executive officers are set forth below.

Compensation
Element

Brief Description

Performance/Vesting
Period

Objectives

Base Salary

Fixed cash compensation

One year

Attract and retain key executives

Discretionary Cash Bonus

Earned based on an assessment of individual and Company performance

One year

Retain and motivate executives, and reward achievement of short-term objectives

Equity Awards

Equity-linked compensation

•

75% grant value in RSUs

•

25% grant value in stock options

RSUs vest on each of the first three anniversaries of the grant date

Stock options vest 33.33% on the first anniversary of the grant date and monthly thereafter over 24 months

Retention and motiving long-term strategic business objectives. Enhance alignment with stockholders

Multiple award types provide diverse incentives

Key decisions related to the 2020 compensation of our named executive officers are set forth below.

The approval of increased base salaries for our named executive officers, based on benchmarking and additional duties as a public company

Payment of discretionary cash bonuses at 200% of target due to an extraordinary year, which included the consummation of our IPO

Grant of significant IPO equity awards for retention and prior achievements, consisting of time-based RSUs and stock options

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Key elements of our compensation governance for our named executive officers are set forth below.

WHAT WE DO
			For IPO equity awards and post-IPO compensation, use of peer group and benchmarking in making compensation determinations
			Active engagement from an independent compensation consultant
			Significant portion of total compensation consisting of time-based equity awards, vesting over three years
			Robust stock ownership guidelines
			Compensation Committee oversight to confirm no undue risk in compensation programs
			Clawback policy for financial restatements
			First Say-on-Pay vote in 2021 following IPO in 2020
			Limited use of perquisites

WHAT WE DON’T DO
			No guaranteed bonuses or equity awards, or discounted stock options
			No defined benefit, supplemental executive retirement or nonqualified deferred compensation plans
			No guaranteed severance, except acceleration of IPO equity awards upon death, disability or a change of control (upon termination or if awards are not assumed)

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CORPORATE GOVERNANCE HIGHLIGHTS – REASONABLE GOVERNANCE WITH A CONTROLLING STOCKHOLDER

Key elements of our governance are set forth below.

SUSTAINABILITY MATTERS

Long-Term Philosophy Is Fundamental To Who We Are

Our commitment to health, safety, and sustainability extends from our people to the spaces we inhabit, the communities we support and the cities where we are passionate about making a lasting impact.

Long-term growth is resilient when aligned to the principles of sustainability found in our culture, community and company. Our long-term partnership with Built for Zero, a nation-wide campaign to end veteran homelessness, is an example of how we work to drive systemic change in our communities by deploying our philanthropic and business resources. Through support of Built for Zero, Rocket Mortgage has partnered with more than 80 communities to build better data and drive sustainable reductions in veteran homelessness through increased permanent supportive housing. Already, 12 communities have ended veteran homelessness, five communities have ended chronic homelessness, and three have ended both. In our home city of Detroit, our efforts have contributed to a 40% decrease in veteran homelessness in the three years since the launch of Built for Zero in our community.

Through our investment in expanding financial literacy and providing housing counseling, the HomeFree USA / Rocket Partnership for Historically Black Colleges and Universities (“HBCUs”), educational courses will be available to students at Fisk University, North Carolina A&T State University, Fort Valley State University, Bowie State University, North Carolina Central University and Morgan State University.

Secure Assets Are Sustainable Assets

Our commitment to long-term sustainability extends to our digital spaces as well. Dedication to consumer data privacy and data security are paramount to sustainable and resilient growth. We prioritize digital safety for our clients, team members and stakeholders through the same lens as physical health and safety. We view sustainability as a long-term investment in our clients, communities, and team members. Efficiency and continuous improvement are core to our culture to keep us growing, innovative and passionate every day.

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HUMAN CAPITAL MANAGEMENT HIGHLIGHTS

Culture – Our “ISMs”

We define our culture through 20 ISMs. Dan Gilbert, our founder and Chairman, created the ISMs as the guiding principles and philosophy for our team members. The ISMs are more than catchy phrases; they are the operating system that acts as the blueprint for all our decision making and builds the foundation of our culture.

We empower each of our approximately 24,000 team members to apply the ISMs in all aspects of their work and life. The ISMs define our culture and how we conduct business, and this combination of an empowered team with a common, well defined mission provides us with a significant strategic advantage in the market.

We Are The They

“There is no ‘they.’ We are the ‘they.’ One team. United. All in the mission together. No corporate barriers. No boundaries. Just open doors, open minds and an open culture rooted in trust.”

Our organization emphasizes cooperation, respect and teamwork and minimizes hierarchy and bureaucracy, all to achieve better client results. Our team members and leaders, across our ecosystem, are all aligned towards the common goal of helping our clients and providing an amazing client experience. We recruit, train and develop our team members in alignment with this philosophy. We do so with the contributions of our robustly staffed training team that focuses on the development and growth of team members. The group has been recognized by Training Magazine as part of the “Training Top 125” for excellence in training and development.

Our unity extends beyond the walls of our organization to the communities we call home. Our “for more than profit” approach includes positively impacting our communities through creating jobs and reinvesting dollars and time into our cities. From education and housing stability initiatives to entrepreneurship programs, our team members are at the forefront of growth—both in our business and the communities in which they live, work and play.

High Quality Team Member Experience

Our culture creates an environment where team members know their opinions are valued and curiosity is encouraged. This collaborative atmosphere empowers our team members and keeps them engaged, making us stronger, faster and more innovative as a company. Our internal surveys show approximately 95% of our team members believe the work they do contributes to our success.

Our high-quality workplace culture creates significant opportunities to attract and retain talent. We encourage our team members to build a long term career within our Company and focus on a common mission. Our commitment to the cities where we live, work and play, attracts team members who are similarly focused on building a strong community, further benefitting our cultural identity.

In addition to the recognition we received from FORTUNE magazine, our operations in Phoenix, Cleveland and Charlotte have been recognized as top workplaces in 2019 in local business publications. Of our approximately 24,000 team members, over 1,600 team members have been with us for over 10 years.

Team Member Safety

We are focused on the safety and wellness of our team members. In March 2020, we moved to a remote work environment for over 98% of our team members. Many of our team members have had the ability to work from home for years, making a shift like this an easier transition than it would have been otherwise. For essential team members coming into the office, we have imposed additional restrictions for their protection including prohibiting visitors’ access to our offices, increasing cleaning, and providing protective masks and testing. Our senior leadership team communicates frequently to plan and execute response activity as well as to receive health and economic updates, discuss business operations, and address team member wellness. A dedicated group focuses on monitoring working conditions and making recommendations to senior leadership on necessary changes.

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INDEX OF FREQUENTLY REQUESTED INFORMATION

Topic	Page	Topic	Page
Audit Fees	79	Human Capital Management	34
Auditor Ratification Proposal	80	Peer Group	51
Board Leadership Structure	23	Proposals and Required Approvals	2
Clawback Guideline	28	Risk Oversight	30
Director Meeting Attendance	25	Say-on-Frequency Proposal	84
Director Diversity	6	Say-on-Pay Proposal	82
Director Independence	15	Stock Ownership Guidelines – Directors	37
Director Qualifications	14	Stock Ownership Guidelines – Officers	51
Elements of Compensation	47	Sustainability	9
Hedging and Pledging Policies	32	Succession Planning	33

ADDITIONAL RESOURCES

Annual Meeting

Proxy Statement.
Annual Report.
Voting Website.

www.proxyvote.com

Board and Management

Board of Directors. https://www.rocketcompanies.com/our-team/board-of-directors/
Management. https://www.rocketcompanies.com/our-team/leadership/

Governance Documents

Code of Conduct and Ethics.
Corporate Governance Guidelines.
Committee Charters.

ir.rocketcompanies.com/governance/governance-documents

Other

Investor Relations. ir.rocketcompanies.com
Diversity, Equity & Inclusion. https://www.rocketcompanies.com/our-team/diversity-equity-and-inclusion/

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Proposal No. 1—Election Of Class I Directors

Upon the unanimous recommendation of our Nominating and Governance Committee, our Board has unanimously nominated Jay Farner, Jennifer Gilbert and Jonathan Mariner for election as Class I directors at the annual meeting for new three-year terms, each to serve until the 2024 annual meeting of stockholders and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.

OUR BOARD

In accordance with our certificate of incorporation and bylaws, the number of directors on our Board will be determined from time to time by our Board. Our certificate of incorporation provides that our Board is divided into three classes of directors, with staggered three-year terms. Approximately one-third of our Board will be elected each year.

Information regarding each director nominee and continuing director is set forth below as of the record date. As detailed further in this proxy statement, our Board, including the three director nominees, reflects a broad array of knowledge, experience, skills, backgrounds and other attributes, including diversity.

CLASS I
Terms Expiring In 2021

CLASS II
Terms Expiring In 2022

CLASS III
Terms Expiring In 2023

Jay Farner

(Vice Chairman
of our Board)

Dan Gilbert

(Chairman of
our Board)

Matthew
Rizik

Jennifer
Gilbert

Nancy
Tellem

Suzanne
Shank

Jonathan
Mariner

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Skilled And Experienced Independent Director Appointed In November 2020, Following Two Highly Qualified Independent Directors Appointed Around IPO In August 2020

In November 2020, upon the unanimous recommendation of our Nominating and Governance Committee, our Board unanimously appointed Jonathan Mariner as a Class I director, who has been nominated for election at this annual meeting. Jonathan was recommended by the Chair of our Nominating and Governance Committee. Through his roles as a chief investment and chief financial officer and as a former CPA, Jonathan contributes significant leadership experience in finance, investment and accounting to our Board. Jonathan also has experience in technology, client experience development and industry disruptive innovation. The Board has determined that he qualifies as an “audit committee financial expert” under SEC rules.

Voting Considerations

The individuals named as proxies in the form of proxy solicited by our Board intend to vote the represented shares for such nominees, unless otherwise instructed on the form of proxy. The individuals named as proxies cannot vote for more than three nominees for election as directors at the 2021 annual meeting.

Each of the nominees has consented to be named in this proxy statement and to serve if elected. If one or more of the nominees confirm, before the election, that they are unable to or will not serve, the proxy holders will vote the proxies for the remaining nominees and for any substitute nominee nominated by our Board. Alternatively, our Board may reduce the size of our Board and, therefore, the number of directors to be elected. If any substitute nominee is designated, we will file amended proxy materials that, as applicable, identifies any substitute nominee, discloses that such nominee has consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominee required by the rules of the SEC.

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Board Matters

DIRECTOR NOMINATIONS AND APPOINTMENTS

Our Nominating and Governance Committee is responsible for recommending director candidates to the full Board, including reviewing current directors for re-nomination. Our Board seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. In assessing director candidates to fulfill the foregoing, our Nominating and Governance Committee considers those factors it deems appropriate in the context of the needs of the Company and the overall composition of our Board. These factors include the individual’s age, skills, diversity of experience and other background (including gender and race/ethnicity), demonstrated leadership, the ability to exercise sound judgment and, as applicable, independence. Our Board, taking into account the recommendations of our Nominating and Governance Committee, selects nominees for election as directors at each annual meeting of stockholders. Our Nominating and Governance Committee and Board evaluate candidates to fill any vacancies during the year on a similar basis.

Our Nominating and Governance Committee considers candidates for our Board from any reasonable source, including recommendations from our existing directors, management, stockholders and any third-party search firms engaged, and does not evaluate candidates differently based on the source of the recommendation. Our Nominating and Governance Committee’s charter provides it with the authority to retain and terminate search firms to identify director candidates, consultants and any other advisors to assist it in carrying out its duties. No third-party search firm was utilized in connection with the appointments of Jonathan Mariner, Suzanne Shank or Nancy Tellem.

Stockholders may recommend director candidates for consideration by our Nominating and Governance Committee by giving written notice of the recommendation to the Chair of our Nominating and Governance Committee, in care of the Company, at the Company’s principal executive offices at 1050 Woodward Avenue, Detroit, MI 48226.

Director Qualifications – A Balanced, Skilled Board Serving The Long-Term Interests Of The Company And Its Stockholders

Our Nominating and Governance Committee believes that all members of our Board should possess all of the following personal characteristics:

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Integrity: Directors should demonstrate high ethical standards and integrity in their personal and professional dealings;

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Accountability: Directors should be accountable for their decisions as directors;

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Judgment: Directors should possess the ability to provide wise and thoughtful counsel on a broad range of issues;

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Responsibility: Directors should interact with each other in a manner which encourages responsible, open, challenging and inspired discussion; and

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High Performance Standards: Directors should have a history of achievements that reflects high standards for themselves and others.

The Company believes that each of the directors has a reputation for strong character and integrity and that our directors have worked cohesively and constructively with each other and with management of the Company. The directors further have each demonstrated business acumen and an ability to exercise sound judgment.

Our Board also reflects a broad array of knowledge, experience, skills, backgrounds and other attributes, including diversity, as described under “Proxy Summary—A Highly Diverse and Skilled Board.”

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No Director Overboarding

Our Corporate Governance Guidelines provide that no director should serve on more than three other public company boards, no member of our Audit Committee should serve on more than two other public company audit committees and no director who is the Chief Executive Officer of another public company should serve on more than two other public company boards, aside from the board of his or her own company.

Director Independence And Impact Of Controlled Company Status

Our shares of Class A common stock are listed on the NYSE. As RHI controls more than 50% of our combined voting power, we are considered a “controlled company” for the purposes of the rules and corporate governance standards of the NYSE. As a “controlled company,” we will continue not to comply with certain corporate governance requirements, including (1) that our Board have a majority of independent directors, (2) that we establish a compensation committee composed entirely of independent directors and (3) that we have a nominating and governance committee comprised entirely of independent directors, or otherwise ensure that the nominees for directors are determined or recommended to our Board by the independent members of our Board. We, however, remain subject to the requirement that we have an audit committee composed entirely of independent members by the end of the transition period for companies listing in connection with an initial public offering. Therefore, our Audit Committee will be comprised solely of independent directors within one year of our IPO. If at any time we cease to be a “controlled company” under the rules of the NYSE, our Board will take all action necessary to comply with the applicable rules of the NYSE, including appointing a majority of independent directors to our Board and establishing certain committees composed entirely of independent directors, subject to a permitted “phase-in” period.

Our Board recently undertook its annual review of director independence in accordance with the applicable rules of the NYSE. The independence rules include a series of objective tests, including that the director is not employed by us and has not engaged in various types of business dealings with us. In addition, our Board must make a subjective determination as to each independent director that no relationship exists which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Nominating and Governance Committee and our Board reviewed and discussed information provided by the directors and us regarding each director’s business and personal activities as they may relate to us and our management.

Our Board has determined that each of Jonathan Mariner, Suzanne Shank and Nancy Tellem are “independent directors” as such term is defined by the applicable rules and regulations of the NYSE. In addition, after considering all of the relevant facts and circumstances, our Board has determined that each of: (1) Jonathan Mariner, Suzanne Shank and Nancy Tellem, for purposes of service on our Audit Committee, and (2) Nancy Tellem, for purposes of service on our Compensation Committee, qualifies as “independent” in accordance with the additional independence rules established by the SEC and the NYSE for such committees.

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DIRECTOR BACKGROUND AND QUALIFICATIONS

2021 Class I Director Nominees

	Jay Farner
	Chief Executive Officer and Vice Chairman of our Board Age: 48 Director Since: March 2020 Committee Memberships: • Nominating and Governance				Jay Farner is our Chief Executive Officer and Vice Chairman of our Board. Prior to that, Jay has been with Rocket Mortgage since 1996, and as a senior leader since 1999. Immediately prior to his promotion to CEO of Rocket Mortgage in 2017, Jay served as President and Chief Marketing Officer of Rocket Mortgage. Jay also serves as Chief Executive Officer and Director of RHI, our principal stockholder, since 2017 and certain of its affiliates. Jay serves as a board member of Detroit Labs, LLC, Community Solutions, StockX, Bedrock Manufacturing, Rock Ventures LLC, Bedrock, the Metropolitan Detroit YMCA, Bizdom Fund and Rocket Giving Fund (where he also serves as President). Jay earned a bachelor’s degree in finance from Michigan State University. With over 25 years of experience with the Company and currently serving as our Chief Executive Officer, Jay has a unique perspective and understanding of our business, culture and history, having provided strong leadership for our Company through many economic cycles, internal and external growth and other key operational and strategic initiatives. His ongoing day-to-day leadership gives him critical insights into our operations, strategy and competition, and allows him to facilitate the Board’s ability to perform its critical oversight function. FAVORITE ISM: Every Client. Every Time. No Exceptions. No Excuses.

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	Jennifer Gilbert
	Director Age: 52 Director Since: March 2020				Jennifer Gilbert is a member of our Board. Jennifer is the wife of Dan Gilbert. Jennifer has been a director of RHI since 2019 and currently serves as a board member of Rock Ventures LLC and the Gilbert Family Foundation. With more than 20 years of experience in interior design, Jennifer Gilbert has evolved her expertise to serve as the Founder and Creative Director of Detroit-based POPHOUSE, a commercial design firm specializing in utilizing data and industry research to provide cutting-edge workplaces for clients across a broad spectrum of industries since 2013. Jennifer also founded Amber Engine in 2015, a Detroit-based home furnishings services and solutions technology company. Amber Engine’s mission is to provide the most accurate, complete and timely record of product data for the $275 billion home furnishings industry through its easy-to-use, flexible and affordable cloud-based SaaS solutions. Prior to Amber Engine, Jennifer founded Doodle Home, a digital platform for residential interior designers. Doodle Home was sold to Dering Hall in 2015. Jennifer is active with a number of non-profits focused on the arts, Jewish causes and finding a cure for neurofibromatosis (NF). She is President of NF Forward, Chair of the Cranbrook Academy of Art Board of Governors and serves on the board of the Detroit Institute of Arts. Jennifer founded the Detroit Art Collection to beautify and inspire public spaces and structures in downtown Detroit with sculptural and mixed media works from local, as well as national artists, galleries and dealers. Jennifer earned her Bachelor of Arts in Interior Design at Michigan State University. As a founder of companies focused on delivering a strong client experience surrounding data, research and technology-driven solutions, Jennifer contributes to our Board her significant business and leadership experience in the areas of innovation and technology, entrepreneurship and strategic thinking and client experience. Further, her commitment to notable non-profit businesses serving key community needs provides her insight to the key drivers and importance of culture, sustainability and human capital. FAVORITE ISM: Do The Right Thing.

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	Jonathan Mariner
	Director Age: 66 Director Since: November 2020 Committee Memberships: • Audit (Chair) Other Public Board Service (within last 5 years): • Tyson Foods, Inc. – 2019 to current (NYSE: TSN)				Jonathan Mariner is a member of our Board. Jonathan has served as Chief Administrative Officer and Chief People Officer for Enjoy Technology, Inc., a private operator of mobile retail stores, since December 2020. He also serves as the Founder and President of TaxDay, LLC, a private software firm, and a senior advisor to Overtime Sports, a digital sports platform since September 2020. He previously served as the Chief Financial Officer and Chief Investment Officer of Major League Baseball from 2002 to 2016, and as Interim Head of Regional Sports Networks for The Walt Disney Company in 2019 prior to their sale to Sinclair Broadcasting. He has served as a board member of Tyson Foods, Inc. since May 2019. Jonathan earned a bachelor’s degree from the University of Virginia and a Master’s degree in business administration from the Harvard Business School. He was previously a certified public accountant. Through his roles as a chief investment and chief financial officer and as a former CPA, Jonathan contributes to our Board with significant leadership experience in finance, investments, accounting and strategy. Further, through his experience at Enjoy Technology and as founder of a software company, he also has experience in technology, client development and user experience, and industry disruptive innovation. Jonathan’s ongoing service as a director of another public company Board, including as Audit Committee chair, also provides critical knowledge on key oversight functions. The Board has determined that he qualifies as an “audit committee financial expert” under SEC rules, providing the basis for his critical leadership as Audit Committee Chair. FAVORITE ISM: We’ll Figure It Out.

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Class II Directors With Terms Expiring In 2022

	Dan Gilbert
	Chairman of the Board Age: 59 Director Since: March 2020 Committee Memberships: • Compensation • Nominating and Governance				Dan Gilbert is the Chairman of our Board. Dan is the founder of Rocket Mortgage, where he has been the Chairman of the board of directors since 1985. He also served as the Chief Executive Officer of Rocket Mortgage from 1985 to 2002. Dan is the majority owner of RHI, and the Chairman of its board of directors, a position he has held since 2002; Dan also serves in officer or director roles for certain RHI affiliates. Dan is also the majority owner of the NBA Cleveland Cavaliers basketball team and the operator of the Rocket Mortgage Fieldhouse in Cleveland, Ohio. Furthermore, he is the Chairman of Rock Ventures LLC and majority shareholder and founder of the real estate investment firm Bedrock, which has invested and committed billions to acquiring and developing more than 100 properties, including new construction of ground up developments in downtown Detroit and Cleveland, totaling more than 18 million square feet in Detroit’s downtown urban core. In February 2016, Dan co-founded Detroit-based StockX, the world’s first “stock market of things,” combining the visible, liquid, anonymous, and transparent benefits of a stock market with the online consumer secondary market. Dan serves on the boards of the Cleveland Clinic and the Children’s Tumor Foundation. In 2015, Dan and Jennifer Gilbert established the Gilbert Family Foundation and in 2017, formed NF Forward to fund cutting-edge research dedicated to finding a cure for neurofibromatosis (NF). Dan earned his bachelor’s degree from Michigan State University and his law degree from Wayne State University. As our founder and Chairman and a national leader in the mortgage industry, Dan has provided us with critical leadership during our entire 35-year history, including his service as Chief Executive Officer from 1985 until 2002. In that role, he pioneered the digitization of mortgages in America, revolutionized the mortgage industry, and created our ISMs as the guiding principles and philosophy for our team members, which continue to define our corporate culture as well as fundamental corporate strategies and innovation. Our Board also benefits from his in-depth industry knowledge and significant relationships with key business partners and national business leaders. FAVORITE ISM: Always Raising Our Level Of Awareness.

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	Nancy Tellem
	Director Age: 68 Director Since: August 2020 Committee Memberships: • Audit • Compensation Other Public Board Service (within last 5 years): • Nielsen Holdings – 2019 to current (NYSE: NLSN)				Nancy Tellem is a member of our Board. Nancy is the Executive Chairperson of Eko, a media network that reimagines storytelling by using proprietary technology to create interactive stories that respond and leverage the interactive nature of today’s media devices. Nancy has held this role since 2014. Nancy holds board and advisory positions at numerous digital and media-related companies, including Eko, Metro-Goldwyn-Mayer, Nielsen, League Apps, and Struum, and is a board member of Cranbrook Art Academy and Museum, the Detroit Symphony Orchestra and the Detroit Riverfront Conservancy. Nancy has previously held executive positions at several leading entertainment companies, including Xbox Entertainment Studios, CBS, and Warner Brothers. Nancy earned a bachelor’s degree from University of California, Berkeley, and a J.D. degree from UC Hastings College of the Law. Having served in numerous executive leadership roles at prominent digital, entertainment and media-related companies, Nancy contributes to the Board her significant experience in business strategy, game-changing innovation and technology, insights on culture and branding, as well as accounting and finance expertise. Nancy also has public company Board experience, including on the Compensation Committee, from which she contributes significant knowledge on key oversight functions. The Board has determined that she qualifies as an “audit committee financial expert” under SEC rules. FAVORITE ISM: Numbers And Money Follow; They Do Not Lead.

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Class III Directors With Terms Expiring In 2023

	Matthew Rizik
	Director Age: 66 Director Since: March 2020 Committee Memberships: • Audit • Compensation (Chair) • Nominating and Governance (Chair)				Matthew Rizik is a member of our Board. Matthew is also a Director of RHI. Matthew joined RHI in 2012 as the Chief Tax Officer and is currently Treasurer, Chief Financial Officer and Chief Tax Officer. Prior to joining RHI, Matthew was a tax partner with PricewaterhouseCoopers LLP in Detroit, where he had over 31 years of experience serving fortune 500 public companies. Matthew currently serves as a board member of Rock Ventures LLC, Bedrock, Rocket Mortgage, the Cleveland Cavaliers, the Motown Museum Legacy Council, City Year, Gilbert Family Foundation, Rocket Giving Fund and NF Forward. Matthew earned a bachelor’s degree in accounting and a master’s degree in business administration from Michigan State University. Matthew is qualified to serve as a member of our Board due to his significant senior leadership experience in the areas of accounting and tax. As Chief Financial Officer of RHI with prior experience serving prominent companies in the banking and mortgage industries, his significant knowledge and experience brings important perspective on our business strategy, operating structure, operations and general industry conditions. FAVORITE ISM: You’ll See It When You Believe It.

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	Suzanne Shank
	Director Age: 59 Director Since: August 2020 Committee Memberships: • Audit Other Public Board Service (within last 5 years): • CMS Energy and Consumer’s Energy – 2019 to current (NYSE: CMS) • American Virtual Cloud Technologies – 2017 to 2020 (Nasdaq: AVCT)				Suzanne Shank is a member of our Board. Suzanne is the President, CEO and co-founder of Siebert Williams Shank & Co., LLC, a full-service investment banking firm offering debt and equity origination services to a wide range of Fortune 500 companies and debt underwriting for municipal clients nationally. She has held this role since 2019. Previously, Suzanne was Chairperson and CEO of Siebert Cisneros Shank & Co., L.L.C., a firm which she co-founded in 1996. Suzanne currently serves as a Director of CMS Energy and Consumers Energy’s Boards and is on the boards of the Kresge Foundation, the Skillman Foundation, the Detroit Regional Chamber (Executive Committee), the Wharton Graduate Board of Trustees and the Spelman College Board of Trustees. Suzanne earned a bachelor’s degree in civil engineering from the Georgia Institute of Technology and a master’s degree in business administration from the Wharton School, University of Pennsylvania. Suzanne’s senior leadership experience in the financial services industry is of particular importance to our Board gi

SEC Form DEF 14A filed by Rocket Companies, Inc.