Rocket Companies, Inc PRE 14A, filed Apr 15, 2024

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

Significant focus on executive officer succession planning, evidenced by many internal promotions following retirement of key executives

Annual Board and Board Committee self-evaluations

Director onboarding program and continuing director education

Strong Board diversity

Review of Board Committee charters and key governance policies

Detailed strategy and risk oversight by Board and Board Committees

Taking action to foster a diverse and inclusive workplace

No director overboarding

Focus on Company culture

Significant and frequent stockholder engagement

Focus on Environmental, Social and Governance impact on our business and community, supported by Board oversight and with transparency through public reports

Rocket Companies, Inc. (RKT)

PRE 14A 2024-04-15 For: 2024-06-18

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Added on October 17, 2026

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								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, 2024.
								To approve an advisory vote on named executive officer compensation.
								To approve the Amendment to Rocket’s Certificate of Incorporation to provide officer exculpation as permitted under Delaware law.
								To transact any other business that may properly come before the meeting and any postponement or adjournment of the meeting. We have not received notice of any other matters that may properly be presented at the annual meeting.

	PROXY SUMMARY					1
	2024 Annual Meeting of Stockholders					1
	Proposals, Board Recommendations and Required Vote					2
	About Rocket Companies					3
	2023 Company Performance Highlights					5
	Proposal No. 1 – Class I Director Nominees for Three-Year Terms					6
	A Highly Diverse and Skilled Board					7
	Proposal No. 2 – Ratification of Appointment of Ernst & Young as Independent Registered Public Accounting Firm for 2024					8
	Proposal No. 3 – Advisory Vote on Named Executive Officer Compensation					9
	Executive Compensation					9
	Compensation Governance					10
	2024 Compensation Program Design					11
	Corporate Governance Highlights – Reasonable Governance with a Controlling Stockholder					11
	Proposal No. 4 – Approval of the Amendment to Rocket’s Certificate of Incorporation to Provide Officer Exculpation as Permitted Under Delaware Law					12
	Environmental, Social and Governance					12
	Human Capital Management					12
	Index of Frequently Requested Information					14
	Additional Resources					14
	PROPOSAL NO. 1 – ELECTION OF CLASS I DIRECTORS					15
	BOARD MATTERS					18
	Director Nominations and Appointments					18
	Director Background and Qualifications					20
	Oversight by our Board of Directors					29
	Corporate Governance Policies Focused on Integrity and Ethical Conduct					40
	Human Capital Management					44
	Stockholder Engagement					46
	Communications with our Board					47
	Compensation of Non-Affiliated Directors					48
	EXECUTIVE OFFICERS					50
	COMPENSATION DISCUSSION AND ANALYSIS					54
	Executive Summary					55
	Compensation Governance					56
	Compensation Objectives and Philosophy					57
	2023 Compensation Program					58
	2024 Compensation Program Design					64
	Tax Considerations					64

	COMPENSATION COMMITTEE REPORT					65
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION					66
	NAMED EXECUTIVE OFFICER COMPENSATION TABLES					67
	Summary Compensation Table for 2023, 2022 and 2021					67
	Grants of Plan-Based Awards in 2023					68
	Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table					69
	Outstanding Equity Awards at December 31, 2023					71
	Option Exercises and Stock Vested in 2023					72
	Potential Payments Upon Termination of Employment or Change in Control of the Company					73
	Pay Versus Performance					77
	CEO Pay Ratio					84
	CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS					86
	Policies and Procedures for Related Person Transactions					86
	Related Person Transactions					88
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					96
	AUDIT COMMITTEE REPORT					99
	AUDIT COMMITTEE MATTERS					101
	Pre-Approval Policies and Procedures					101
	Independent Registered Public Accounting Firm Fees					101
	PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024					102
	PROPOSAL NO. 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION					104
	PROPOSAL NO. 4 – AMENDMENT TO ROCKET’S CERTIFICATE OF INCORPORATION TO PROVIDE OFFICER EXCULPATION AS PERMITTED UNDER DELAWARE LAW					106
	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND 2024 ANNUAL MEETING					109
	OTHER MATTERS					117
	Securities Authorized for Issuance Under Equity Compensation Plans					117
	Presentation of Stockholder Proposals and Director Nominations at 2025 Annual Meeting					118
	Access to Reports and Other Information					118
	Forward-Looking Statements					119
	APPENDIX A – Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Rocket Companies, Inc.					120

								MEETING DATE: Tuesday, June 18, 2024
								TIME: 1:00 P.M., Eastern Daylight Time
								LOCATION (VIRTUAL ONLY): www.VirtualShareholderMeeting.com/RKT2024
								RECORD DATE: Monday, April 22, 2024

				Use of peer group and benchmarking in making compensation determinations, including annual programs and promotions

				Active engagement from an independent compensation consultant

				Robust stock ownership guidelines Compensation

				Committee oversight to confirm no undue risk in compensation programs

				Clawback Policy for financial restatements

				Say-on-pay vote every three years, aligned with stockholder approval of frequency of say-on-pay vote in 2021

				Reasonable cash severance and right to acceleration of equity awards upon death, disability, change in control and, for certain executives, upon termination without cause

								1:00 P.M., EASTERN DAYLIGHT TIME
								TUESDAY, JUNE 18, 2024
								WWW.VIRTUALSHAREHOLDERMEETING.COM/RKT2024


				DAN GILBERT Founder and Chairman of the Board

				VARUN KRISHNA Chief Executive Officer and Member of the Board

								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 receive a printed copy of the proxy materials, complete, sign and return your proxy card or voting instruction card in the enclosed envelope in accordance with the instructions provided in the proxy statement.

				Board Recommendation: FOR each nominee

				Required Vote: Plurality of the votes cast

				Board Recommendation: FOR

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

				Non-Management Board Member Recommendation: FOR

				Required Vote: Affirmative vote of the holders of at least a majority of the voting power of our outstanding shares of capital stock entitled to vote generally in the election of directors

				QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING
				Please see “Questions And Answers About The Proxy Materials And 2024 Annual Meeting” for important information about the annual meeting, virtual meeting format, proxy materials, voting, Company documents, communications, deadlines to submit stockholder proposals and director nominations, and other pertinent information.


	Base salaries increased in 2023 for promotions and new CEO, reflecting significant management transition				Payment of annual discretionary cash bonuses at 66.67% of target, and pro-rated target bonus and one-time signing bonus for new CEO				Awarded RSUs to executive officers serving in March 2023, except departing CEO

				No guaranteed bonuses, equity awards or discounted stock options

				No defined benefit, supplemental executive retirement or nonqualified deferred compensation plans

				No significant perquisites (excluding new hire matters)

				No repricing of stock options

				No excise tax “gross-up” payments

CLASS I Terms Expiring in 2024	CLASS II Terms Expiring in 2025	CLASS III Terms Expiring in 2026

BILL EMERSON	DAN GILBERT	VARUN KRISHNA

JENNIFER GILBERT	ALASTAIR (ALEX) RAMPELL	MATTHEW RIZIK

JONATHAN MARINER	NANCY TELLEM	SUZANNE SHANK

Topic	Page	Topic	Page
Audit Fees	101	Environmental, Social and Governance	12
Auditor Ratification Proposal	102	Executive Succession Planning	39
Board Leadership Structure	29	Hedging and Pledging Policies	41
Clawback Policy	62	Human Capital Management	44
Director Diversity	7	Peer Group	62
Director Independence	19	Proposals and Required Approvals	114
Director Meeting Attendance	31	Risk Oversight of Board and Board Committees	36
Director Qualifications	16	Stock Ownership Guidelines – Directors	49
Elements of Compensation	57	Stock Ownership Guidelines – Officers	62

				BILL EMERSON, President and Chief Operating Officer, Director Age: 61 Director Since: February 2023
				Bill Emerson is a member of our Board, and serves as our President and Chief Operating Officer since September 5, 2023. In these executive positions, Bill oversees the day-to-day operations of the business, focusing on strategic planning and leveraging synergies among various operational teams at the Company. He served as our Interim Chief Executive Officer from June 1, 2023 to September 4, 2023. Bill was previously Vice Chairman of Rock Holdings, Inc., a position he held from February 2017 until May 2023, and he served in a leadership role at Bedrock from July 2020 until February 2023. In both roles, he was responsible for leadership, growth and development of culture. From 2002 to 2017, Bill was Chief Executive Officer of Rocket Mortgage, the Company’s flagship business, a position he held for 15 years. Bill is a member of the board of directors of Xenith, Inc., a football helmet company dedicated to advancing safety through innovation and education; the United Way of Southeast Michigan; Detroit Economic Club; Detroit Sports Organizing Committee; Housing Policy Council; Rocket Giving Fund; The Parade Company; the Detroit Children’s Fund and the Skillman Foundation. Bill earned a Bachelor’s degree in business from Penn State University. Bill’s extensive leadership roles in our key businesses for many years gives him a unique understanding of our business, culture and history through many economic cycles, which is particularly critical given recent executive transitions and the current macroeconomic challenges. His senior leadership experience also provides our Board with valuable perspective in significant areas of oversight such as long-term strategy, budgeting, risk management, human capital management and succession planning. Favorite ISM: You’ll See It When You Believe It.

				JENNIFER GILBERT, Director Age: 55 Director Since: March 2020 Committee Memberships: Nominating and Governance
				Jennifer Gilbert is a member of our Board. Jennifer is the wife of Dan Gilbert. Jennifer has been a director of RHI since 2019 and currently serves as a board member of ROCK and the Gilbert Family Foundation. With more than 20 years of experience in interior design, Jennifer Gilbert has evolved her expertise to serve as the Founder and Creative Director of Detroit-based POPHOUSE, a commercial design firm specializing in utilizing data and industry research to provide cutting-edge workplaces for clients across a broad spectrum of industries since 2013. Jennifer also founded Amber Engine in 2015, a Detroit-based home furnishings services and solutions technology company. Amber Engine’s mission is to provide the most accurate, complete and timely record of product data for the $275 billion home furnishings industry through its easy-to-use, flexible and affordable cloud-based SaaS solutions. Amber Engine was sold to Material Bank in March 2022. Prior to Amber Engine, Jennifer founded Doodle Home, a digital platform for residential interior designers. Doodle Home was sold to Dering Hall in 2015. Jennifer is active with a number of non-profits focused on the arts, Jewish causes and finding a cure for neurofibromatosis (NF). She is President of NF Forward, Chair of the Cranbrook Academy of Art Board of Governors 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: Every Client. Every Time.

				JONATHAN MARINER, Director (Independent) Age: 69 Director Since: March 2020 Committee Memberships: Audit (Chair), Compensation Public Company Boards: Current • Five9, Inc. (since 2023; Nasdaq: FIVN), a provider of cloud contact centers + Audit (Member) • Tyson Foods, Inc. (since 2019; NYSE: TSN), a global food company + Audit (Chair) Last Five Years • Enjoy Technology, Inc. (2021 to 2022; a public company through July 2022; Nasdaq: ENJY), an eCommerce company
				Jonathan Mariner is a member of our Board. Jonathan has served as the Founder and President of TaxDay, LLC, a mobile residency tax tracking application, since April 2016. Jonathan previously served in various roles for Legacy EJY, Inc. (formerly known as Enjoy Technology, Inc.), an operator of mobile retail stores that went public in 2021, including as a member of the board of directors (from December 2020 to September 2022), Chief Administrative Officer (from December 2020 to September 2022), and Chief People Officer (from February 2021 to January 2022). On June 30, 2022, Enjoy filed voluntary petitions under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. He also served in executive leadership roles at Major League Baseball, including as Chief Investment Officer from January 2015 to May 2016 and as Executive Vice President and Chief Financial Officer from March 2002 to December 2014, and as Interim Head of Regional Sports Networks for The Walt Disney Company in 2019 prior to their sale to Sinclair Broadcasting. Prior to his position at Major League Baseball, he was the Chief Financial Officer for the Florida Marlins Baseball Club, Florida Panthers Hockey Club and Dolphins Stadium. He has served as a board member of Tyson Foods, Inc. since May 2019 and Five9, Inc. since May 2023, and various other private companies and organizations, including McGraw-Hill Education since 2016 and IEX Group, Inc. since 2016. He previously served as a board member of Ultimate Software Group Inc. and FM Global Insurance, Inc. Jonathan earned a Bachelor’s degree from the University of Virginia and a Master’s degree in Business Administration from the Harvard Business School. He was previously a certified public accountant. Through his numerous executive roles and as a former CPA, Jonathan contributes to our Board with significant leadership experience in finance, investments, human capital, compliance, accounting and strategy. Further, through his experience at Enjoy Technology and as founder of a software company, he also has experience in technology, client development and user experience, and industry disruptive innovation. Jonathan’s ongoing service as a director of other public company boards also provides critical knowledge on key oversight functions. Our Board has determined that he qualifies as an audit committee financial expert under SEC rules, providing the basis for his critical leadership as our Audit Committee Chair. Favorite ISM: We’ll Figure It Out.

				DAN GILBERT, Chairman of our Board Age: 62 Director and Chairman Since: March 2020 Chairman of Rocket Mortgage Since: 1985
				Dan Gilbert is the Chairman of our Board. Dan is the founder of Rocket Mortgage, where he is currently a manager and served as Chairman of the board of directors from 1985 to 2020. He also served as the Chief Executive Officer of Rocket Mortgage from 1985 to 2002. Dan is the majority owner of RHI, and the Chairman of its board of directors, a position he has held since 2002. Dan was appointed as CEO and President of RHI in March 2023, and Dan also serves in officer and director roles for certain RHI affiliates. Dan is 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 and majority shareholder and founder of the real estate investment firm Bedrock, which has invested and committed billions to acquiring and developing more than 100 properties, including new construction of ground up developments in downtown Detroit and Cleveland, and totaling more than 18 million square feet in Detroit’s downtown urban core. In February 2016, Dan co-founded Detroit-based StockX, the world’s first “stock market of things,” combining the visible, liquid, anonymous, and transparent benefits of a stock market with the online consumer secondary market. 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 39-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.

				ALASTAIR (ALEX) RAMPELL, Director (Independent) Age: 42 Director Since: February 2024 Public Company Boards: Current • Wise Ltd. (since 2021; LSE: WISE.L), a UK-based foreign exchange financial technology company
				Alex Rampell is a member of our Board. Alex has been a General Partner at Andreessen Horowitz, where he focuses on financial services, since October 2015. Alex serves on the boards of several Andreessen Horowitz portfolio companies and has led a number of Andreessen Horowitz’s investments. Prior to joining Andreessen Horowitz, Alex co-founded multiple companies including Affirm, FraudEliminator, Point, TrialPay, TXN, and Yub. He currently is a member of the board of directors of Wise, Ltd., a position he has held since 2021, and from 2015 to 2017, he was a member of the board of directors of KCG Holdings, Inc. He holds a Bachelor’s degree in Applied Mathematics and Computer Science from Harvard University. Alex is one of the world’s experts on artificial intelligence and provides a unique perspective on the intersection of technology, finance and emerging trends. Alex contributes his senior leadership and private board experience and financial services expertise to our Board from his service to the portfolio companies of Andreessen Horowitz, as well as his prior serial entrepreneurship, including co-founding many tech-driven financial companies. Alex also has significant expertise in business strategy, emerging trends, innovation and technology, including responsible use of artificial intelligence, and corporate governance. He also has public company experience with a foreign-listed company. Favorite ISM: Obsessed With Finding A Better Way.

				NANCY TELLEM, Director (Independent) Age: 71 Director Since: August 2020 Committee Memberships: Audit, Compensation Public Company Boards: Current • TKO Group Holdings, Inc. (since 2023; NYSE: TKO), a premium sports and entertainment company + Audit (Member) Last Five Years • Nielsen Holdings plc. (2019 to 2022; NYSE: NLSN), a global measurement and data analytics company + Nominating and Governance (Chair), Compensation (Member) • Gores Guggenheim, Inc. (2021 to 2023; Nasdaq; GGPI), a blank check company, or a SPAC + Audit (Member), Compensation (Member) • UTA Acquisition Corporation (2021 to 2023; Nasdaq; UTAA), a blank check company, or a SPAC + Audit (Member), Compensation (Member)
				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, League Apps, Basblue, All City Network and Sipur Studios and is a board member of Cranbrook Art Academy and Museum, the Detroit Symphony Orchestra and the Detroit Riverfront Conservancy. Nancy also is a director of TKO Group Holdings, Inc., and previously served as a director of Gores Guggenheim, Inc., UTA Acquisition Corporation, Nielsen Holdings, Metro-Goldwyn-Mayer and Struum. Nancy previously has 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 our 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, from which she contributes significant knowledge on key oversight functions. Our 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.

				VARUN KRISHNA, Chief Executive Officer, Director Age: 42 Director Since: December 2023
				Varun Krishna is our Chief Executive Officer. Varun has held this position since September 2023. Varun is responsible for overseeing the strategy for the business and how its brands and products work together as an ecosystem. Additionally, as Chief Executive Officer of Rocket Mortgage, he is responsible for the vision and day-to-day operations of the nation’s largest and most innovative retail mortgage company. He previously was Executive Vice President and General Manager of Intuit Inc.’s Consumer Group from May 2022 to September 2023, holding the positions of Senior Vice President and General Manager of Growth Products and Senior Vice President and General Manager of Mint, from February 2022 and January 2020, respectively. He joined Intuit in September 2015 as Vice President of Product for Intuit’s TurboTax business unit and became Senior Vice President of Product for TurboTax and Mint in August 2019. At Intuit, Varun was responsible for overseeing the organization’s end-to-end suite of consumer and tax products and services, including TurboTax and TurboTax Live. Prior to Intuit, Varun held executive positions at PayPal, Groupon, and BetterWorks after spending some of his early career at Microsoft overseeing a variety of product lines and features. Varun holds a Bachelor’s degree in Computer Engineering from the University of Waterloo in Canada. Varun contributes his significant executive leadership experience and business acumen gained within the fintech industry to our Board, while also providing his unique insights as our Chief Executive Officer. Varun’s proven track record of strategically and entrepreneurially growing product lines that provide excellent client services, coupled with his vision to innovatively deploy technology, makes him an asset to the Board. Favorite ISM: Obsessed With Finding A Better Way.

				MATTHEW RIZIK, Director Age: 69 Director Since: March 2020 Committee Memberships: 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. In February 2023, Matthew was appointed as the Chief Executive Officer of ROCK. Prior to joining RHI, Matthew was a tax partner with PricewaterhouseCoopers LLP in Detroit, where he had over 31 years of experience serving Fortune 500 public companies. Matthew currently serves as a board member of ROCK, Bedrock, Rocket Mortgage, 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.

				SUZANNE SHANK, Director (Independent) Age: 62 Director Since: August 2020 Committee Memberships: Audit, Nominating and Governance Public Company Boards: Current • CMS Energy and Consumer’s Energy (since 2019; NYSE: CMS), an electric and natural gas utility provider + Audit (Member), Finance (Member) • White Mountains Insurance Group Ltd. (since 2021; NYSE: WTM), a Bermuda company engaged in the business of making acquisitions in the insurance, financial services and related sectors + Finance (Member), Compensation and Nominating and Governance (Member) Last Five Years • American Virtual Cloud Technologies (2017 to 2020; Nasdaq: AVCT), a blank check company, or a SPAC + Audit (Member), Nominating (Member)
				Suzanne Shank is a member of our Board. Suzanne is the President, CEO and co-founder of Siebert Williams Shank & Co., LLC, a full-service investment banking firm offering debt and equity origination services to a wide range of Fortune 500 companies and debt underwriting for municipal clients nationally. She has held this role since 2019. Previously, Suzanne was Chairperson and CEO of Siebert Cisneros Shank & Co., L.L.C., a firm which she co-founded in 1996. Suzanne currently serves as a board member of CMS Energy and Consumers Energy as well as White Mountains Insurance Group Ltd., and also serves on private company boards of the Kresge Foundation, the Skillman Foundation, the Detroit Regional Chamber (Executive Committee), Global Citizen, the Wharton Graduate Board of Trustees, Partnership for New York City, and the Spelman College Board of Trustees. She formerly served on the board of SIFMA, the SEC’s Fixed Income Market Structure Advisory Committee, the Municipal Securities Rulemaking Board and the Bipartisan Policy Center’s CEO Council on Infrastructure. Suzanne earned a Bachelor’s degree in Civil Engineering from the Georgia Institute of Technology and a Master’s degree in Business Administration from the Wharton School, University of Pennsylvania. Suzanne’s senior leadership experience in the financial services industry is of particular importance to our Board given the Company’s new public company status. Further, her experience as a current and former director of other public companies provides our Board with an important perspective on many fundamental areas of oversight, including governance, finance, accounting, stockholder engagement and risk management. Our Board has determined that she qualifies as an audit committee financial expert under SEC rules. Favorite ISM: Do The Right Thing.

	Audit				• Oversight of our major financial risk exposures (including liquidity, capital spending, credit, financings, interest rate management (hedging), tax matters and, on a shared basis with our Board, ongoing litigation). • Review of financial statements and SEC reports, including the adequacy of our internal control over financial reporting, disclosure controls and procedures, including any specific cybersecurity issues that could affect the adequacy of the Company’s internal controls and internal controls related to sustainability information in public disclosures, and any mitigating activities adopted in response to material weaknesses or significant control deficiencies. • Oversight of the Company’s policies on risk assessment and risk management, including enterprise risk management. • Monitor legal matters and regulatory compliance including compliance with the Company’s Code of Conduct and Ethics. • Regular oversight and consultations with the independent registered public accounting firm. • Direct oversight of the internal audit function including approval and monitoring of the annual internal audit plan. • Oversight of the Company’s cybersecurity and data privacy risk management framework and related matters. • Review and monitor compliance with our Insider Trading Policy. • Oversight of the whistleblower hotline processes for accounting and auditing matters. • Review and approval of related person transactions in accordance with our Related Person Transaction Policy.
	Compensation				• Review and approval (or recommendation to our Board for approval) of compensation, as well as severance, termination and change in control, policies and agreements for the executive officers. • Compare benchmarking and survey data to evaluate executive officer compensation programs. • Consider whether and how our executive compensation philosophy, policies and programs support our overall business and risk management strategy. • Review the material risks associated with our compensation structure, policies and programs for all team members to determine whether they encourage excessive risk-taking. • Evaluate compensation policies and practices to mitigate risk. • Administer our Clawback Policy as delegated by our Board. • Direct oversight of stockholder engagement related to compensation matters.

	Human Capital Management				Our Board understands the importance of supporting our team members’ growth and mobility within the organization and receives periodic updates from leadership regarding our culture, DE&I strategic plan and team member engagement. In 2023, our Board oversaw team member development. In addition, the Board reviewed a career transition program offered to certain eligible team members. The career transition program included a compensation package, healthcare coverage, career transition services, and accelerated vesting of certain equity awards, if applicable.
	Market and Industry Trends				Our Board substantively engaged with management on our strategic planning process as we navigated an evolving economic environment and assessed our strategy in response to shifting industry trends. The U.S. Federal Reserve raised the Federal Funds rate multiple times throughout 2022 and 2023 to mitigate inflationary pressures. The resulting mortgage interest rate increases drove a significant decline in the size of the mortgage origination market from 2022 to 2023. The increase in mortgage interest rates, coupled with uncertainty in the economy, reduced demand for mortgage originations and, in particular, refinance transactions During 2023, our Board received regular updates regarding changing macroeconomic conditions, including the forecast for the mortgage market, and had detailed discussions with management regarding mitigating activities (including cost reductions) and opportunities to innovate and capitalize during market shifts.

	Cybersecurity and Data Privacy Risk And Oversight				We prioritize digital safety for our clients, team members and stakeholders. We are dependent on information technology networks and systems, including the internet, to securely collect, process, transmit and store electronic information, and networks of third-party vendors that receive, process, retain and transmit electronic information on our behalf. Further, we are dependent on the secure, efficient and uninterrupted operation of our technology infrastructure, including computer systems, related software applications and data centers, as well as those of certain third parties and affiliates. We also continue to provide, and update as appropriate, clear and comprehensive privacy policies that detail how we collect, use, share, and protect personal information. In addition, our privacy policies detail the data rights available for certain data and how to execute those rights. In 2023, we also focused on projects related to data governance including purpose limitation, data minimization, and data retention which in turn allowed us to better understand the nature of our data. Our Audit Committee oversees our programs and risks related to cybersecurity and data privacy, including receiving periodic management reports concerning cybersecurity and information security trends and regulatory updates, technology risks, privacy policies and related regulatory changes, the implications for our business strategy, audit and compliance, risk mitigation programs (including table-top exercises), and preparedness and incident response plans, as well as related cybersecurity insurance coverage. During 2023, our Board and Audit Committee received regular updates regarding areas of increasing cybersecurity threats and the ongoing enhancements to our cybersecurity framework and processes to mitigate such threats.
	Management and Director Succession Planning				Our Nominating and Governance Committee oversees the Company’s executive officer succession planning. Our Nominating and Governance Committee generally will discuss and recommend to our Board for approval a CEO and executive officer succession plan as well as an interim CEO succession plan in the event of an unexpected occurrence, which is intended to provide leadership continuity in the event of unexpected vacancies, including those from a major catastrophe. Our Nominating and Governance Committee reviews such matters and makes recommendations to our Board from time to time as appropriate. In addition, our Compensation Committee approves (or recommends to the Board to approve) one-time new hire and promotion compensation, annual target compensation for new executive officers and related offer letters, employment agreements and similar agreements. In 2023 and early 2024, our Nominating and Governance Committee led and oversaw significant executive and director succession matters. Our Nominating and Governance Committee utilized a leading search firm in connection with our CEO transition, and collaborated with the Board, the Compensation Committee and management to oversee the search process, transition considerations and final appointment and offer negotiations with Varun. Our Nominating and Governance Committee also led the director succession planning process that resulted in the appointment of three new directors in 2023 and early 2024.

								TALENT: Establish accountability metrics for equitable leadership promotions.
								CULTURE: Increase our internal results for engagement and inclusion indices.
								COMMUNITY: Increase the number of new homes purchased by racially/ethnically diverse clients to bridge the racial homeownership gap.

Retainer	2022; January – May 2023 ($)	June – December 2023 ($)
Cash
Annual – All Directors	50,000	75,000
Annual – Committee Chair	—	30,000
Annual – Committee Member (non-Chair)	—	15,000
Fee Per Meeting	3,000	—
RSU Award (grant value)	200,000	215,000

Name	Fees Earned Or Paid In Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)	Total ($)
Dan Gilbert	—	—	—	—
Jennifer Gilbert	—	—	—	—
Jonathan Mariner	101,970	214,999	—	316,969
Matthew Rizik(3)	—	—	—	—
Suzanne Shank	90,728	214,999	—	305,727
Nancy Tellem	98,220	214,999	—	313,219

				BRIAN BROWN, Chief Financial Officer and Treasurer Age: 45
				Brian Brown is our Chief Financial Officer and Treasurer. Brian has held these positions since November 2022. In these positions, Brian is responsible for the accounting, finance, treasury, tax, investor relations and procurement functions, while also overseeing the internal audit work. Brian previously served as our Chief Accounting Officer since our initial public offering in August 2020. In his role as Chief Accounting Officer, Brian led our accounting, finance, treasury and procurement functions. He also serves as the Treasurer of Rocket Mortgage, LLC. Brian previously held a number of roles at Rocket Mortgage, LLC from 2014 to 2020, including Senior Vice President of Accounting and Finance. Prior to joining Rocket Mortgage, LLC, Brian spent eight years as a senior manager at Ernst & Young serving financial services and mortgage banking clients. Brian earned his Bachelor’s degree in Accounting from Wayne State University. Favorite ISM: Numbers And Money Follow; They Do Not Lead.

				TINA V. JOHN, Executive Legal Counsel and Secretary Age: 43
				Tina V. John is our Executive Legal Counsel and Secretary. Tina previously served as General Counsel and Secretary since October 2022, and on April 15, 2024, due to an internal reorganization, Tina’s title was changed to Executive Legal Counsel and Secretary. In these positions, Tina is responsible for the Company’s legal and compliance functions with a focus on securities and corporate governance matters. Previously, Tina served as our Deputy General Counsel and Assistant Secretary since September 2020. Before joining Rocket, Tina served as Senior Legal Counsel and then as Director, Assistant Corporate Secretary of a publicly-traded Ohio-based American lifestyle retailer from 2014 to September 2020. Tina began her legal career in private practice in 2007, beginning at Shearman & Sterling LLP and then at Vorys, Sater, Seymour and Pease LLP. Tina earned her Bachelor’s degree from Barnard College, Columbia University, and a J.D. degree from the University of Cincinnati College of Law. Favorite ISM: You’ll See It When You Believe It.

	Name				Titles in 2023
	Varun Krishna				Chief Executive Officer
	Bill Emerson				President and Chief Operating Officer (and former roles ending in 2023: Director, Vice Chairman of Rock Holdings, Inc. and Interim Chief Executive Officer)
	Brian Brown				Chief Financial Officer and Treasurer
	Tina V. John				General Counsel and Secretary
	Jay Farner				Former Chief Executive Officer and Vice Chairman of our Board
	Bob Walters				Former President and Chief Operating Officer

		Executive Summary					Page 55
		Compensation Objectives And Philosophy					Page 57
		2023 Compensation Program					Page 58
		2024 Compensation Program Design					Page 64
		Tax Considerations					Page 64