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Time
9:00 a.m. Pacific Time
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Date
June 17, 2021
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Place
Online only via live webcast at
www.viewproxy.com/opendoor/2021/vm |
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| MATTER | | | | |
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1
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| | The election of Cipora Herman, Jonathan Jaffe and Glenn Solomon as Class I Directors, each for a three-year term ending at the 2024 Annual Meeting of Stockholders; | |
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2
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| | The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; | |
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3
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| | The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers; and | |
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4
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| | The approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of our named executive officers. | |
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Proposal 1
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Board Recommendation and Page No.
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Election of three Class I Directors for a three-year term ending at the 2024 Annual Meeting of Stockholders
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The Board recommends a vote “FOR” Cipora Herman, Jonathan Jaffe and Glenn Solomon. |
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See “Proposal One — Election of Directors” beginning on page 5 of this proxy statement. |
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Committee Membership
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Name
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Primary Occupation
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Age*
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Independent
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A
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C
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G
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Eric Wu (Chairperson)
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| | Chair & CEO, Opendoor Technologies | | |
38
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| Adam Bain | | | Co-Managing Partner, 01 Advisors | | |
47
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| Cipora Herman** | | | CFO, LA28, The Los Angeles Organizing Committee for the Olympic & Paralympic Games 2028 | | |
47
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CHAIR+
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| Jonathan Jaffe** | | | Co-CEO, Co-President & Director, Lennar Corporation | | |
61
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| Pueo Keffer | | | Managing Director, Access Technology Ventures | | |
39
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| Jason Kilar | | | CEO, Warner Media, LLC | | |
50
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CHAIR
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| John Rice | | | CEO, Management Leadership for Tomorrow | | |
54
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| Glenn Solomon** | | | Managing Partner, GGV Capital | | |
52
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●
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CHAIR
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* Ages are as of April 30, 2021
** Class I director nominee |
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CHAIR = Committee Chair
+ = Financial Expert |
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A = Audit Committee
C = Compensation Committee G = Nominating and Corporate Governance Committee |
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Independent Oversight
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•
7 of 8 directors are independent
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Regular executive sessions of non-employee directors at Board meetings and committee meetings
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100% independent Board committees
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Active Board and committee oversight of the Company’s strategy and risk management
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Board Effectiveness
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Directors possess deep and diverse set of skills and expertise relevant to oversight of our business operations and strategy
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Annual assessment of director skills to ensure Board meets the Company’s evolving oversight needs
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The Board oversees risk management, reviewing and advising management on significant risks facing the Company, and fostering a culture of integrity and risk awareness
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Annual Board and committee self-evaluations
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Ongoing director education
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Stockholder Rights
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One class of common stock with each share entitled to one vote
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No poison pill
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Good Governance Practices
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Code of Business Conduct and Ethics applicable to directors and all employees
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Insider Trading and Trading Window Policy prohibits hedging transactions, short sales, and buying or selling puts, calls, options or other derivative securities of the Company by directors, officers and employees
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Proposal 2
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Board Recommendation and Page No.
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Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021
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The Board recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as Opendoor’s independent registered public accounting firm for the fiscal year ending December 31, 2021. |
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See “Proposal Two — Ratification of Appointment of Independent Registered Public Accounting Firm” beginning on page 37 of this proxy statement. |
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Proposal 3
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Board Recommendation and Page No.
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Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers (“Say-on-Pay Vote”)
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The Board recommends a vote “FOR” the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers. |
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Proposal 4
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Board Recommendation and Page No.
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Approval, on an advisory (non-binding) basis, of the frequency of future Say-on-Pay Votes
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The Board recommends that stockholders vote “ONE YEAR” as the frequency of future Say-on-Pay Votes. |
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See “Proposal Four — Approval, on an Advisory (Non-Binding) Basis, of the Frequency of Future Say-on-Pay Votes” beginning on page 41 of this proxy statement. |
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Compensation Committee
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Consists solely of independent directors
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Retains own independent compensation consultant that performs no other consulting or other services for Opendoor
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Conducts annual review of compensation strategy and program, including review and determination of compensation peer group used for comparative purposes
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Chief Executive Officer Compensation “at risk”
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Nearly all Chief Executive Officer 2020 target total direct compensation (99%) is “at risk”
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Approximately 87% of RSUs granted to Chief Executive Officer in 2020 are subject to performance-based vesting conditions earned only on achievement of pre-established performance goals (stock price hurdles)
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Other Elements of Compensation Program Design
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Change-in-control payments and benefits for executive officers overwhelmingly based on a “double-trigger” arrangement
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Annual stockholder advisory vote on named executive officer compensation
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No re-pricing of stock options without stockholder approval under 2020 Plan
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No tax reimbursement payments (including “gross ups”) on severance or change in control payments or benefits
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No pension arrangements or retirement plans or arrangements offered to executive officers different from or in addition to those offered to other employees
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Executive officers participate in broad-based company-sponsored health and welfare benefit programs on same basis as other full-time, salaried employees
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Executive officers and other employees prohibited from hedging their interests in Opendoor equity securities
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By Internet
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By Telephone
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By Mail
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During the Meeting
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You may vote your shares from any location in the world at www.FCRvote.com/OPEN (you will need your virtual control number) | | | You may vote your shares by calling 1-866-402-3905 and following the instructions on the proxy card. | | | If you received a proxy card by mail, you may vote by completing, dating and signing the proxy card. | | | If you wish to vote your shares electronically at the Annual Meeting, you will need to visit www.FCRvote.com/OPEN during the Annual Meeting while the polls are open (you will need the virtual control number assigned to you in your registration confirmation email) | |
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“FOR” the election of Cipora Herman, Jonathan Jaffe and Glenn Solomon as Class I directors;
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“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm;
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“FOR” the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers;
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“ONE YEAR” for the frequency of future advisory votes on the compensation of our named executive officers; and
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In the discretion of the persons appointed as proxies on any other items that may properly come before the Annual Meeting.
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Proposal
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Votes Required
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Effect of Votes Withheld/
Abstentions and Broker Non-Votes |
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Proposal 1: Election of Directors
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| | The plurality of the votes cast. This means that the three nominees receiving the highest number of affirmative “FOR” votes will be elected as Class I Directors. | | | Votes withheld and broker non-votes will have no effect. | |
| Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | | | The affirmative vote of the holders of a majority in voting power of the votes cast. | | | Abstentions will have no effect. We do not expect any broker non-votes on this proposal. | |
| Proposal 3: Approval, on an Advisory (Non-Binding) Basis, of the Compensation of our Named Executive Officers (“Say-on-Pay Vote”) | | | The affirmative vote of the holders of a majority in voting power of the votes cast. | | | Abstentions and broker non-votes will have no effect. | |
| Proposal 4: Approval, on an Advisory (Non-Binding) Basis, of the Frequency of Future Say-on-Pay Votes | | | The affirmative vote of the holders of a majority in voting power of the votes cast. If no frequency receives the foregoing vote, we will consider the frequency (ONE YEAR, TWO YEARS or THREE YEARS) that receives the highest number of votes cast to be the frequency recommended by shareholders. | | | Abstentions and broker non-votes will have no effect. | |
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Our Board unanimously recommends that you vote “FOR” the election of each of Cipora Herman, Jonathan Jaffe and Glenn Solomon as Class I directors. |
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Meeting
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Class of Directors Standing for Election
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Term
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| 2021 Annual Meeting | | | Class I | | | Three-year term expiring at 2024 Annual Meeting | |
| 2022 Annual Meeting | | | Class II | | | Three-year term expiring at 2025 Annual Meeting | |
| 2023 Annual Meeting | | | Class III | | | Three-year term expiring at 2026 Annual Meeting | |
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CIPORA HERMAN
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Director Since: 2020
Age: 47
Committee Memberships:
•
Audit (CHAIR)
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Cipora Herman has served on Opendoor Technologies Inc.’s Board since December 2020 and previously served as a member of SCH’s board of directors until December 2020. Since January 2021, Ms. Herman has served as the Chief Financial Officer for LA28, The Los Angeles Organizing Committee for the Olympic and Paralympic Games 2028. Ms. Herman has served on the board of directors of ZipRecruiter since October 2018, where she is Chairperson of the audit committee and also is a member of the compensation committee. Ms. Herman also previously served on the board of directors of Mindbody, Inc., a software-as-a-service company from October 2016 to February 2019, and Memery, Inc., a technology startup, from April 2015 to January 2021. From February 2017 until June 2018, Ms. Herman served as Chief Financial Officer of Mori, Inc., a social e-reader platform. From October 2012 to April 2016, Ms. Herman served as the Chief Financial Officer of the National Football League’s San Francisco 49ers, a professional sports team. From 2007 to 2012, Ms. Herman served as the Vice President & Treasurer of Facebook, Inc., a social media company. Ms. Herman holds an A.B. in International Relations, an M.A. in International Development Policy and an M.B.A, each received from Stanford University.
Skills and Qualifications: We believe Ms. Herman is qualified to serve on our Board because of her financial expertise and experience as a director of publicly and privately held companies.
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JONATHAN JAFFE
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Director Since: 2020
Age: 61
Committee Memberships:
•
Nominating and Corporate Governance
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Jonathan Jaffe has served on our Board since December 2020 and has also served as a member of Opendoor Labs Inc.’s board of directors from June 2018 until December 2020. Mr. Jaffe has served as Co-Chief Executive Officer and Co-President of Lennar Corporation, one of the nation's largest homebuilders, since November 2020. He has served as a member of the board of directors of Lennar since 2018 (and previously served as a director from 1997 to 2004). He served as Lennar's President from April 2018 to November 2020 and as Chief Operating Officer from December 2004 to January 2019. Previously, Mr. Jaffe served as Vice President of Lennar from 1994 to April 2018, and prior to that, he served as a Regional President in Lennar's Homebuilding operations. Mr. Jaffe served as a member of the board of directors of Five Point Holdings, LLC from 2009 to 2020 and currently serves on the board of one privately held company. Mr. Jaffe holds a B.A. in Architecture from the University of Florida.
Skills and Qualifications: We believe Mr. Jaffe is qualified to serve as a member of our Board because of his extensive knowledge of the housing industry and his deep operating experience.
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GLENN SOLOMON
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Director Since: 2020
Age: 52
Committee Memberships:
•
Compensation (CHAIR)
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Glenn Solomon has served on our Board since December 2020 and has also served as a member of Opendoor Labs Inc.’s board of directors from February 2015 until December 2020. Since 2006, Mr. Solomon has been a managing partner of GGV Capital, a venture capital firm. He serves as a director of a number of privately held companies and previously served as a director of Domo, Inc. from August 2017 to March 2019. Mr. Solomon holds a B.A. in Public Policy from Stanford University and an M.B.A. from Stanford University Graduate School of Business.
Skills and Qualifications: We believe Mr. Solomon is qualified to serve as a member of our Board because of his extensive experience advising technology companies as a venture capital investor and director of various companies.
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ADAM BAIN
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Director Since: 2020
Age: 47
Committee Memberships:
•
Audit
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Nominating and Corporate Governance
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Adam Bain has served on our Board since December 2020 and previously served as a member of SCH's board of directors until December 2020. Mr. Bain is a co-managing partner of 01 Advisors, a venture capital firm targeting high-growth technology companies, since co-founding the firm in January 2018. Mr. Bain served as a director of IPOA from September 2017 until the consummation of its business combination with Virgin Galactic in October 2019, and continues to serve as a member of Virgin Galactic’s board of directors, where he serves as chair of the nominating and corporate governance committee and a member of the compensation committee. Since November 2016, Mr. Bain has also been an independent advisor and investor in select growth-stage companies. Previously, Mr. Bain was the Chief Operating Officer of Twitter from September 2015 until November 2016, and President of Global Revenue & Partnerships from 2010 to September 2015, where he was responsible for the business lines at the public company. Mr. Bain earned his B.A. in English Journalism from Miami University, in Ohio.
Skills and Qualifications: We believe Mr. Bain is qualified to serve on our Board because of his significant operating and technology experience.
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PUEO KEFFER
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Director Since: 2020
Age: 39
Committee Memberships:
•
Audit
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Pueo Keffer has served on our Board since December 2020 and previously served as a member of Opendoor Labs Inc.’s board of directors from October 2015 until December 2020. Mr. Keffer has served as a Managing Director of Access Technology Ventures, the venture capital and growth technology investment arm of Access Industries, since April 2015. From 2009 to April 2015, Mr. Keffer was employed by Redpoint Ventures, most recently as a Partner. Since June 2015, he has served on the board of directors of DigitalOcean Holdings, Inc., a cloud computing platform company. He also serves on the board of directors of a privately held company. Mr. Keffer holds a B.A. in Economics from Stanford University.
Skills and Qualifications: We believe Mr. Keffer is qualified to serve as a member of our Board because of his extensive experience advising technology companies as a venture capital investor and director of various companies.
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JOHN RICE
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Director Since: 2021
Age: 54
Committee Memberships:
•
Nominating and Corporate Governance
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John Rice has served on our Board since March 2021. Mr. Rice is the Chief Executive Officer of Management Leadership for Tomorrow (MLT), a racial equity-focused non-profit organization that he founded in 2001. Prior to MLT, Mr. Rice was an executive with the National Basketball Association from 1996 to 2000, where he served as managing director of NBA Japan and as director of marketing for Latin America. Mr. Rice has served as a member of the board of directors of Walker & Dunlop, a publicly-traded real estate finance company, since 2010, where he also serves as chairman of the nominating and corporate governance committee and as a member of the compensation committee. Mr. Rice also serves on the board of directors of a privately held company and is a member of the Yale University board of trustees. Mr. Rice received a B.A. from Yale University and an M.B.A. from Harvard Business School.
Skills and Qualifications: We believe Mr. Rice is qualified to serve as a member of our Board because of his executive leadership skills, strategic planning experience, public company experience and extensive expertise in driving talent development and fostering diversity and inclusion efforts across organizations.
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ERIC WU
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Chief Executive Officer and Chairperson of the Board
Director Since: 2020
Age: 38
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Eric Wu co-founded Opendoor and has served as our Chief Executive Officer and as Chairman of our Board since December 2020. Mr. Wu also served as Opendoor Labs Inc.’s Chief Executive Officer and as a member of Opendoor Labs Inc.’s board of directors from April 2014 to December 2020. Prior to Opendoor, Mr. Wu founded and served as the Chief Executive Officer of Movity.com, a geo-data analytics company acquired by Trulia in 2011. Mr. Wu previously co-founded RentAdvisor.com, an apartment search company specializing in lead generation, which was later acquired by Apartment List. Mr. Wu is a venture partner at Resolute Ventures, a venture capital firm, and an advisor for Watsi, a nonprofit healthcare crowdsourcing platform. Mr. Wu holds a B.S. in Economics from University of Arizona.
Skills and Qualifications: We believe Mr. Wu is qualified to serve as a member of our Board due to the perspective and experience he brings as our Chief Executive Officer and as a co-founder and his extensive experience in real estate and technology and managing companies.
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JASON KILAR
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Director Since: 2020
Age: 50
Committee Memberships:
•
Nominating and Corporate Governance (CHAIR)
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Jason Kilar has served on our Board since December 2020 and has also served as a member of Opendoor Labs Inc.’s board of directors from March 2019 until December 2020. Mr. Kilar has served as the Chief Executive Officer of Warner Media, LLC, a media and entertainment company, since May 2020. Mr. Kilar previously co-founded and served as the Chief Executive Officer of Vessel Group, Inc., a video platform company. Prior to Vessel, Mr. Kilar co-founded and served as the Chief Executive Officer of Hulu, LLC, a streaming service company. Mr. Kilar previously served in a variety of senior leadership roles with Amazon.com, Inc., including as Senior Vice President, Worldwide Application Software, and Vice President and General Manager of Amazon’s North American media businesses. Mr. Kilar holds a B.A. in Journalism and Business Administration from University of North Carolina at Chapel Hill and an M.B.A. from Harvard Business School.
Skills and Qualifications: We believe Mr. Kilar is qualified to serve as a member of our Board because of his extensive experience with technology, high-growth, consumer and digital companies.
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Independent Oversight
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7 of 8 directors are independent
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Regular executive sessions of independent directors at Board meetings and committee meetings
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100% independent Board committees
•
Active Board and committee oversight of the Company’s strategy and risk management
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Board Effectiveness
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Directors possess deep and diverse set of skills and expertise relevant to oversight of our business operations and strategy
•
Annual assessment of director skills to ensure Board meets the Company’s evolving oversight needs
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The Board oversees risk management, reviewing and advising management on significant risks facing the Company, and fostering a culture of integrity and risk awareness
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38% of directors self-identify as having diverse characteristics
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Annual Board and committee self-evaluations
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Ongoing director education
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| | Stockholder Rights | | | |
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One class of common stock with each share entitled to one vote
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No poison pill
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Good Governance Practices
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•
Code of Business Conduct applicable to directors and all employees
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Insider Trading and Trading Window Policy prohibits hedging transactions, short sales, and buying or selling puts, calls, options or other derivative securities of the Company by directors, officers and employees.
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Independent Directors
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Adam Bain
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Cipora Herman
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Jonathan Jaffe
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Pueo Keffer
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Jason Kilar
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John Rice
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Glenn Solomon
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Committee Membership
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Name
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Audit
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Compensation
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Nominating and
Corporate Governance |
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| Adam Bain | | |
●
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●
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| Cipora Herman | | |
CHAIR+
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| Jonathan Jaffe | | | | | | | | |
●
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| Pueo Keffer | | |
●
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| Jason Kilar | | | | | | | | |
CHAIR
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| John Rice | | | | | | | | |
●
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| Glenn Solomon | | | | | |
CHAIR
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CHAIR = Committee Chair
+ = Financial Expert ● = Member |
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Audit Committee
Current Committee Members:
Cipora Herman (CHAIR)
Adam Bain Pueo Keffer |
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Primary Responsibilities Include:
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Appointing, compensating, retaining and overseeing our independent registered public accounting firm;
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Evaluating the independence of our independent registered public accounting firm;
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Reviewing with our independent registered public accounting firm the scope and results of their audit;
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Approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
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Overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;
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Discussing guidelines and policies governing the process by which senior management assesses and manages our exposure to risk, our major financial risk exposures and the steps we have taken to monitor and control such risks;
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Reviewing and approving or ratifying related person transactions;
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Reviewing the adequacy and effectiveness of the Company’s accounting and internal control policies and procedures on a regular basis, including the responsibilities, budget, compensation and staffing of the Company’s internal audit function; and
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Establishing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.
Financial Expertise and Independence
All members of the Audit Committee meet the independence standards of the Nasdaq and the SEC, as well as the financial literacy requirements of Nasdaq. The Board has determined that Ms. Herman qualifies as an “audit committee financial expert” as defined by SEC rules.
Report
The Report of the Audit Committee is set forth beginning on page 39 of this proxy statement.
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Nominating and
Corporate Governance Committee
Current Committee
Members:
Jason Kilar (CHAIR)
Jonathan Jaffe John Rice |
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Primary Responsibilities Include:
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Assisting in identifying, recruiting and, if appropriate, interviewing candidates to fill positions on our Board and, if it deems it appropriate, establishing procedures for stockholders to follow in submitting recommendations for candidates for the Board;
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Reviewing the background and qualifications of individuals being considered as director candidates;
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Recommending to our Board the nominees for election to our Board at annual meetings of our stockholders;
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Reviewing and making recommendations to the Board regarding committee and Board composition and size;
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Overseeing an evaluation of our Board and its committees; and
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Developing and recommending to our Board, and periodically reviewing, the Corporate Governance Guidelines.
Independence
The Nominating and Corporate Governance Committee is composed entirely of directors who are independent under the Nasdaq rules.
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Compensation
Committee
Current Committee Members:
Glenn Solomon (CHAIR)
Adam Bain |
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Primary Responsibilities Include:
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Evaluating the performance of our Chief Executive Officer in light of any goals and objectives of the Company’s executive compensation plans, and, based on such evaluation, determining and approving, or making recommendations to the Board regarding the Chief Executive Officer’s compensation level;
•
Evaluating the performance of our other executive officers in light of any goals and objectives of the Company’s executive compensation plans, and, based on such evaluation, determining and approving, or making recommendations to the Board regarding the compensation of the other executive officers;
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Evaluating the appropriate level of compensation for service on our Board and Board committees by non-employee directors and making recommendations to our Board regarding such compensation;
•
Reviewing the executive compensation plans in light of the Company’s goals and objectives with respect to such plans, and, if deemed appropriate, adopting, or recommending the Board adopt, new, or amend existing, executive compensation plans; and
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Appointing and overseeing any compensation consultants.
Independence
The Compensation Committee is composed entirely of directors who are independent under the Nasdaq rules.
Delegation Authority
The Compensation Committee may form and delegate authority to subcommittees for any purpose that the Committee deems appropriate, including (a) a subcommittee consisting of a single member, and (b) a subcommittee consisting of at least two members, each of whom qualifies as non-employee directors under Section 16 of the Exchange Act.
Role of Executive Officers and Compensation Consultant
See page 16 of this Proxy Statement for a discussion of the role of our executive officers and compensation consultant in determining executive compensation.
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Name
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Age
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Position
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| Eric Wu* | | |
38
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| | Chief Executive Officer and Chairman of the Board | |
| Carrie Wheeler | | |
49
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| | Chief Financial Officer | |
| Andrew Low Ah Kee | | |
40
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| | President | |
| Ian Wong | | |
34
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| | Chief Technology Officer | |
| Tom Willerer | | |
43
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| | Chief Product Officer | |
| Daniel Morillo | | |
47
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| | Chief Investment Officer | |
| Elizabeth Stevens | | |
42
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| | Head of Legal and Secretary | |
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Compensation Element
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Compensation Purpose
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| Base Salary | | | Recognize performance of job responsibilities and attract and retain individuals with superior talent. | |
| Long-Term Equity Compensation | | | Promote an employee ownership culture and the maximization of stockholder value by aligning the interests of employees and stockholders. | |
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Named Executive Officer
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2020 Annual Base Salary Rate
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| Eric Wu | | | | $ | 325,000(1) | | |
| Carrie Wheeler | | | | $ | 350,000(2) | | |
| Gautam Gupta | | | | $ | 350,000 | | |
| Julie Todaro | | | | $ | 350,000 | | |
| Tom Willerer | | | | $ | 350,000 | | |
| Elizabeth Stevens | | | | $ | 300,000 | | |
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Named Executive Officer
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RSUs Granted in 2020 (#)(1)
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| Eric Wu | | | | | 17,093,009(1) | | |
| Carrie Wheeler | | | | | 4,433,699(2) | | |
| Gautam Gupta | | | | | — | | |
| Julie Todaro | | | | | — | | |
| Tom Willerer | | | | | — | | |
| Elizabeth Stevens | | | | | — | | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
Stock
Awards ($)(2) |
| |
Option
Awards ($)(2) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||||||||||||||||||||
Eric Wu
Chief Executive Officer |
| | | | 2020 | | | | | | 189,584(3) | | | | | | — | | | | | | 370,051,408(4) | | | | | | — | | | | | | — | | | | | | 370,240,992 | | |
| | | 2019 | | | | | | 275,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 275,000 | | | ||
Carrie Wheeler
Chief Financial Officer |
| | | | 2020 | | | | | | 114,722 | | | | | | 100,000 | | | | | | 50,060,723(5) | | | | | | — | | | | | | — | | | | | | 50,275,445 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Gautam Gupta
Former Chief Financial Officer |
| | | | 2020 | | | | | | 231,625 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 231,625 | | |
| | | 2019 | | | | | | 337,500 | | | | | | 275,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 612,500 | | | ||
Julie Todaro
Former President of Homes and Services |
| | | | 2020 | | | | | | 350,000 | | | | | | 75,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 425,000 | | |
| | | 2019 | | | | | | 87,500 | | | | | | 75,000 | | | | | | 5,980,857 | | | | | | 1,970,949 | | | | | | 234,667 | | | | | | 8,348,973 | | | ||
Tom Willerer
Chief Product Officer |
| | | | 2020 | | | | | | 350,000 | | | | | | 95,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 445,000 | | |
| | | 2019 | | | | | | 118,490 | | | | | | 95,000 | | | | | | 5,418,620 | | | | | | 1,331,280 | | | | | | — | | | | | | 6,963,390 | | | ||
Elizabeth Stevens
Head of Legal |
| | | | 2020 | | | | | | 300,000 | | | | | | 75,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 375,000 | | |
Name
|
| |
Grant Date
|
| |
Stock Awards:
Number of Shares of Stock or Units (#) |
| |
Grant Date Fair
Value Stock Awards ($)(1) |
| |||||||||
Eric Wu | | | | | 02/06/2020 | | | | | | 1,193,020 | | | | | | 5,811,902 | | |
| | | | | 09/03/2020 | | | | | | 1,014,215 | | | | | | 10,063,511 | | |
| | | | | 12/17/2020 | | | | | | 14,885,774 | | | | | | 354,175,995(2) | | |
Carrie Wheeler | | | | | 02/06/2020 | | | | | | 50,160 | | | | | | 244,359 | | |
| | | | | 09/03/2020 | | | | | | 3,493,892 | | | | | | 34,668,000 | | |
| | | | | 09/03/2020 | | | | | | 485,262 | | | | | | 3,243,247(3) | | |
| | | | | 12/17/2020 | | | | | | 404,385 | | | | | | 11,905,117 | | |
| | |
Option Awards
|
| | | | | | | | | | | | | |||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market Value of
Shares or Units of Stock That Have Not Vested ($) (1) |
| |||||||||||||||||||||
Eric Wu | | | | | 02/06/2020(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,193,020 | | | | | | 27,117,345 | | |
| | | | | 09/03/2020(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,014,215 | | | | | | 23,053,107 | | |
| | | | | 12/17/2020(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,885,774 | | | | | | 338,353,643 | | |
Carrie Wheeler | | | | | 02/06/2020(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,160 | | | | | | 1,140,137 | | |
| | | | | 09/03/2020(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,493,892 | | | | | | 79,416,165 | | |
| | | | | 09/03/2020(6) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 485,262 | | | | | | 11,030,005 | | |
| | | | | 12/17/2020(7) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 404,385 | | | | | | 9,191,671 | | |
Gautam Gupta | | | | | 09/29/2017(8) | | | | | | 2,069,026(9) | | | | | | — | | | | | | 1.02 | | | | | | 09/28/2027 | | | | | | — | | | | | | — | | |
Julie Todaro | | | | | 12/18/2019(8) | | | | | | 23,307 | | | | | | 69,921 | | | | | | 4.30 | | | | | | 12/17/2029 | | | | | | — | | | | | | — | | |
| | | | | 12/18/2019(8) | | | | | | 253,559 | | | | | | 602,473 | | | | | | 4.30 | | | | | | 12/17/2029 | | | | | | — | | | | | | — | | |
| | | | | 11/03/2019(10) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 28,847 | | | | | | 655,692 | | |
| | | | | 12/18/2019(11) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,365,143 | | | | | | 31,029,700 | | |
Tom Willerer | | | | | 11/03/2019(8) | | | | | | 23,307 | | | | | | 69,921 | | | | | | 4.30 | | | | | | 11/02/2029 | | | | | | — | | | | | | — | | |
| | | | | 11/03/2019(8) | | | | | | 192,364 | | | | | | 361,423 | | | | | | 4.30 | | | | | | 11/02/2029 | | | | | | — | | | | | | — | | |
| | | | | 11/03/2019(11) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,262,946 | | | | | | 28,706,763 | | |
Elizabeth Stevens | | | | | 06/12/2017(8) | | | | | | 85,678 | | | | | | 10,784 | | | | | | 1.02 | | | | | | 06/11/2027 | | | | | | — | | | | | | — | | |
| | | | | 09/29/2017(8) | | | | | | 1 | | | | | | — | | | | | | 1.02 | | | | | | 09/28/2027 | | | | | | — | | | | | | — | | |
| | | | | 09/29/2017(8) | | | | | | 113,226 | | | | | | — | | | | | | 1.02 | | | | | | 09/28/2027 | | | | | | — | | | | | | — | | |
| | | | | 03/13/2018(8) | | | | | | 60,657 | | | | | | 20,219 | | | | | | 1.43 | | | | | | 03/12/2028 | | | | | | — | | | | | | — | | |
| | | | | 03/21/2019(11) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 242,631 | | | | | | 5,515,003 | | |
| | | | | 11/03/2019(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 242,874 | | | | | | 5,520,526 | | |
Named Executive Officer
|
| |
Termination Scenario
|
| |
Severance
($) |
| |
Accelerated
Options $(1) |
| |
Accelerated
RSUs $(1) |
| |
Total $(1)
|
| ||||||||||||
Eric Wu | | |
Termination without Cause or Resignation for
Good Reason |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Change of Control(2) | | | | | — | | | | | | — | | | | | | 68,934,887 | | | | | | 68,934,887 | | |
| | |
Termination without Cause or Resignation for
Good Reason following a Change of Control(2) |
| | | | — | | | | | | — | | | | | | 106,562,725 | | | | | | 106,562,725 | | |
Carrie Wheeler | | |
Termination without Cause or Resignation for
Good Reason |
| | | | — | | | | | | — | | | | | | 19,854,041 | | | | | | 19,854,041 | | |
| | | Change of Control(2) | | | | | — | | | | | | — | | | | | | 12,170,142 | | | | | | 12,170,142 | | |
| | |
Termination without Cause or Resignation for
Good Reason following a Change of Control(2) |
| | | | — | | | | | | — | | | | | | 100,777,978 | | | | | | 100,777,978 | | |
Gautam Gupta(3) | | |
Termination without Cause or Resignation for
Good Reason |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Change of Control | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Termination without Cause or Resignation for
Good Reason following a Change of Control |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Julie Todaro | | |
Termination without Cause or Resignation for
Good Reason |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Change of Control | | | | | — | | | | | | — | | | | | | 8,413,117 | | | | | | 8,413,117 | | |
| | |
Termination without Cause or Resignation for
Good Reason following a Change of Control |
| | | | — | | | | | | 6,196,111 | | | | | | 15,842,696 | | | | | | 22,038,807 | | |
Tom Willerer | | |
Termination without Cause or Resignation for
Good Reason |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Change of Control | | | | | — | | | | | | — | | | | | | 8,970,863 | | | | | | 8,970,863 | | |
| | |
Termination without Cause or Resignation for
Good Reason following a Change of Control |
| | | | — | | | | | | 3,974,835 | | | | | | 14,353,381 | | | | | | 18,328,216 | | |
Elizabeth Stevens | | |
Termination without Cause or Resignation for
Good Reason |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | Change of Control | | | | | — | | | | | | — | | | | | | 5,516,729 | | | | | | 5,516,729 | | |
| | |
Termination without Cause or Resignation for
Good Reason following a Change of Control |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock Awards
($)(1) |
| |
Total ($)
|
| |||||||||
| Adam Bain | | | | | — | | | | | | — | | | | | | — | | |
| Jeff Crowe | | | | | — | | | | | | — | | | | | | — | | |
| Cipora Herman | | | | | — | | | | | | — | | | | | | — | | |
| Jeff Housenbold | | | | | — | | | | | | — | | | | | | — | | |
| Jonathan Jaffe | | | | | — | | | | | | — | | | | | | — | | |
| Pueo Keffer | | | | | — | | | | | | — | | | | | | — | | |
| Jason Kilar | | | | | — | | | | | | 492,595 | | | | | | 492,595 | | |
| Glenn Solomon | | | | | — | | | | | | — | | | | | | — | | |
| David Weiden | | | | | — | | | | | | — | | | | | | — | | |
|
Name
|
| |
RSUs Outstanding
as of December 31, 2020 (#) |
| |||
| Adam Bain | | | | | — | | |
| Jeff Crowe | | | | | — | | |
| Cipora Herman | | | | | — | | |
| Jeff Housenbold | | | | | — | | |
| Jonathan Jaffe | | | | | — | | |
| Pueo Keffer | | | | | — | | |
| Jason Kilar | | | | | 101,114 | | |
| Glenn Solomon | | | | | — | | |
| David Weiden | | | | | — | | |
|
Name and Address of Beneficial Owner(1)
|
| |
Total Number
of Shares Beneficially Owned |
| |
Percentage of
Common Stock Beneficially Owned |
| ||||||
| 5% Holders | | | | | | | | | | | | | |
| SVF Excalibur (Cayman) Limited(2) | | | | | 73,620,282 | | | | | | 12.8% | | |
| Entities affiliated with Khosla Ventures(3) | | | | | 46,120,934 | | | | | | 8.0% | | |
| AI LiquidRE LLC(4) | | | | | 34,639,442 | | | | | | 6.0% | | |
| Directors and Executive Officers | | | | | | | | | | | | | |
| Eric Wu(5) | | | | | 32,407,840 | | | | | | 5.6% | | |
| Carrie Wheeler | | | | | 150,000 | | | | | | * | | |
| Ian Wong(6) | | | | | 6,417,294 | | | | | | 1.1% | | |
| Daniel Morillo | | | | | — | | | | | | — | | |
| Tom Willerer(7) | | | | | 283,069 | | | | | | * | | |
| Andrew Low Ah Kee | | | | | — | | | | | | — | | |
| Elizabeth Stevens(8) | | | | | 313,397 | | | | | | * | | |
| Adam Bain(9) | | | | | 250,610 | | | | | | * | | |
| Cipora Herman | | | | | 100,000 | | | | | | * | | |
| Pueo Keffer | | | | | — | | | | | | — | | |
| Glenn Solomon(10) | | | | | 27,422,875 | | | | | | 4.8% | | |
| Jason Kilar(11) | | | | | 24,263 | | | | | | * | | |
| Jonathan Jaffe | | | | | — | | | | | | — | | |
| John Rice | | | | | — | | | | | | — | | |
| All current directors and executive officers as a group (14 persons) | | | | | 67,369,348 | | | | | | 11.7% | | |
|
Name
|
| |
Shares of Series E-2
Preferred Stock |
| |
Total Purchase Price
|
| ||||||
| AI LiquidRE LLC(1) | | | | | 2,625,616 | | | | | $ | 21,635,481 | | |
| Khosla Ventures IV, LP and its affiliates(2) | | | | | 60,677 | | | | | $ | 499,990 | | |
| GGV Capital Select L.P.(3) | | | | | 121,356 | | | | | $ | 999,993 | | |
| SVF Excalibur (Cayman) Limited(4) | | | | | 6,067,848 | | | | | $ | 49,999,994 | | |
| LV Opendoor JV, LLC(5) | | | | | 485,427 | | | | | $ | 4,000,000 | | |
| Norwest Venture Partners XIV, LP(6) | | | | | 242,713 | | | | | $ | 2,000,000 | | |
| Total | | | | | 9,603,637 | | | | | $ | 79,135,458 | | |
| |
|
| |
The Board recommends a vote “FOR” the ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021. |
| |
|
Fee Category (in thousands)
|
| |
2020
|
| |
2019
|
| ||||||
| Audit Fees(1) | | | | $ | 1,217 | | | | | $ | 812 | | |
| Audit-Related Fees(2) | | | | | 2,839 | | | | | | — | | |
| Tax Fees(3) | | | | | 469 | | | | | | 198 | | |
| All Other Fees(4) | | | | | — | | | | | | 2 | | |
|
Total Fees
|
| | | $ | 4,525 | | | | | $ | 1,012 | | |
|
| |
|
| |
Our Board unanimously recommends a vote “FOR” the resolution to approve, on an advisory (non-binding) basis, the 2020 compensation of our named executive officers as described in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in Opendoor Technologies Inc.’s Proxy Statement for the Annual Meeting of Stockholders. |
| |
| |
|
| |
Our Board unanimously recommends that stockholders vote “ONE YEAR” as the frequency of future Say-on-Pay Votes. |
| |