N O A L STO C K H O L D E R
M E E T I N G A N D P ROX Y STAT E M E N T
APRIL 26, 2024
D E A R F E L LO W S T O C K H O L D E R S ,
On behalf of the Board of Directors and the leadership team, we invite you to attend the 2024 annual meeting of stockholders, to be held at:
1:00 P.M., EASTERN DAYLIGHT TIME
TUESDAY, JUNE 18, 2024
WWW.VIRTUALSHAREHOLDERMEETING.COM/RKT2024
The 2024 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 have designed the format of the annual meeting to provide stockholders substantially the same rights and opportunities to participate as they would have at an in-person meeting. We hope that you will be able to join and participate in the annual meeting.
In 2023, we charted the course for Rocket's future. The leadership team came together, collectively, to write the next chapter of Rocket's story, realigning the organization to our strategy of AI-fueled homeownership. With this strategic clarity, we are operating with greater focus, momentum, and a lean, competitive edge. 2023 also marked a year of strong execution by our team members in one of the most challenging years in mortgage origination in recent history.
Rocket is well positioned to transform the homebuying industry. Innovation and client obsession have always been ingrained in our culture. We have invested in technology for decades and have built a strong and growing foundation to leverage the power of AI. For example, we have 10 petabytes of data in our environments, and thousands of attributes on our clients, which gives us an accurate profile of who they are today and how we might help them achieve their dreams of tomorrow. We generate over 50 million call logs annually, which we use to gain insights to continuously improve our client service. We are harnessing the power of our data and artificial intelligence to simplify and automate our processes, unlock team member productivity and deliver best-in- class client experiences through speed, certainty and value.
Rocket's market opportunity is vast. The more than $5 trillion homebuying total addressable market is massive, of which mortgage itself is sizeable at roughly $2 trillion. The mortgage market remains highly fragmented, with the top 10 mortgage lenders comprising just 39% of the total origination market share in 2023, according to Inside Mortgage Finance. Homebuying is one of the last frontiers, representing a category that is often associated with antiquated, manual processes that remain highly complex, inefficient and time consuming.
By leveraging AI, we will transform an industry that is ripe for innovation and establish Rocket as the premier choice for clients and partners, including local
real estate agents, mortgage brokers, and financial institutions. We are committed to redefining the homebuying experience through AI, and delivering scaled growth in market share, revenue and profitability.
At the meeting, you will have a chance to vote on the matters set forth in the accompanying Notice of 2024 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
VARUN KRISHNA
Chief Executive Officer and Member of the Board
N O T I C E O F T H E 2 0 2 4 A N N U A L M E E T I N G O F S T O C K H O L D E R S
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 2024 annual meeting of stockholders.
The annual meeting is being held virtually by live webcast at: www.virtualshareholdermeeting.com/RKT2024on Tuesday, June 18, 2024, 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, 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.
The accompanying proxy statement describes each of these items of business in detail. We will begin mailing a Notice of Internet Availability of Proxy Materials on or about May 1, 2024 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, April 22, 2024. We further provided those stockholders with access to our online proxy materials and filed our proxy materials with the Securities and Exchange Commission. 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 2023 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 April 22, 2024, 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 such stockholders are invited to attend the live webcast of the annual meeting by visiting www.virtualshareholdermeeting.com/RKT2024. Stockholders will be able to listen to a live webcast, submit appropriate questions to our management and Board of Directors, and vote their shares during the annual meeting. To participate in and vote at the annual meeting, stockholders will need their unique 16-digit control number in the 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 internet, telephone or mail as described in the accompanying proxy statement.
By Order of our Board of Directors,
T I N A V. J O H N
Executive Legal Counsel and Secretary
DETROIT, MICHIGAN • APRIL 26, 2024
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held June 18, 2024. This notice, the proxy statement and the 2023 Annual Report to stockholders are available at www.proxyvote.com.
TA B L E O F C O N T E N T S | |
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 |
R O C K E T K E Y T E R M S A N D A B B R E V I AT I O N S
C O M M O N S T O C K
Our authorized classes of common stock are as follows: Class A common stock, Class B common stock, Class C common stock and Class D common stock. As of April 22, 2024, 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
Inc. (Lendesk Technologies), Woodward Capital Management LLC, and Rocket Card, LLC
H O L D I N G S U N I T S
The non-voting common interest units of Holdings
R H I
Rock Holdings Inc., our principal stockholder
R H I A F F I L I AT E D E N T I T I E S
RHI and its affiliates other than the Company and its subsidiaries
C O M PA N Y, W E , U S , O U R A N D R O C K E T
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 a majority 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
R H I S E C U R I T I E S
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
R O C K E T M O R T G A G E
Rocket Mortgage brand or platform, or the Rocket Mortgage business, as the context allows
H O L D I N G S
RKT Holdings, LLC, a Michigan limited liability company formed on March 6, 2020, wholly owns the following entities as of December 31, 2023, with each entity's subsidiaries identified in parentheses: Rocket Mortgage, LLC (formerly known as Quicken Loans, LLC), Amrock Holdings, LLC (Amrock and Nexsys Technologies LLC), Amrock Title Insurance Company, 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 and Rocket Solar), Rock Central LLC dba Rocket Central, Rocket Money, Inc., Rocket Worldwide Holdings, Inc. (EFB Holdings Inc. (Rocket Mortgage Canada)), Lendesk Canada Holdings
T E A M M E M B E R S
Employees of the Company
V O T I N G L I M I TAT I O N
A provision in our Amended and Restated 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%
P R O X Y S U M M A RY
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 2023 Annual Report to stockholders for detailed information regarding the 2023 financial and operating performance of Rocket Companies, Inc., including the audited financial statements and related notes included in the report.
2 0 2 4 A N N U A L M E E T I N G O F S T O C K H O L D E R S
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
P L E A S E V O T E T O D AY
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.
V O T I N G M E T H O D S I N A D VA N C E O F 2 0 2 4 A N N U A L M E E T I N G
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 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.
Rocket Companies • 2024 Proxy Statement | 1 of 120 |
P R O P O S A L S , B O A R D R E C O M M E N D AT I O N S A N D R E Q U I R E D V O T E
P R O P O S A L 1 - Election Of Class I Directors
Board Recommendation: FOR each nominee
Required Vote: Plurality of the votes cast
P R O P O S A L 2 - Ratification Of Appointment Of Ernst & Young LLP As Our Independent Registered Public Accounting Firm For 2024
Board Recommendation: FOR
Required Vote: Majority of the voting power of shares of stock present or represented and entitled to vote
P R O P O S A L 3 - Advisory Vote On Named Executive Officer Compensation
Board Recommendation: FOR
Required Vote: Majority of the voting power of shares of stock present or represented and entitled to vote
P R O P O S A L 4 - Approval of the Amendment to Rocket's Certificate of Incorporation to Provide Officer Exculpation as Permitted Under Delaware Law
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.
Rocket Companies • 2024 Proxy Statement | 2 of 120 |
A B O U T R O C K E T C O M PA N I E S
W E A R E A D E T R O I T - B A S E D F I N T E C H C O M PA N Y I N C L U D I N G M O R T G A G E ,
R E A L E S TAT E A N D P E R S O N A L F I N A N C E B U S I N E S S E S .
B U S I N E S S O V E R V I E W
We are committed to delivering industry-best client experiences through our AI-fueled homeownership strategy. Our full suite of products empowers our clients across financial wellness, personal loans, home search, mortgage finance, title and closing. We believe our widely recognized "Rocket" brand is synonymous with simple, fast, and trusted digital experiences.
In 2023, the mortgage origination industry faced one of the most challenging markets in recent history. Amid that backdrop, our team members delivered consistent execution, with Rocket reporting solid full year 2023 financial results of $3.8 billion in adjusted revenue and $67 million in adjusted EBITDA.(1) Rocket again made strides in market share growth, gaining share on a year- over-year basis in both purchase and refinance. With clients facing extreme affordability and inventory constraints, we responded by launching innovative purchase products such as BUY+ and ONE+ for prospective homebuyers to give them the confidence to transact, and solutions such as home equity loans to homeowners to help them optimize their financial situation.
REVENUE
EBITDA
PURCHASE AND REFINANCE
MARKET SHARE GROWTH
2023 also marked a year of transformation for Rocket. In July 2023, our Board of Directors (the "Board") appointed Varun Krishna, formerly the Executive Vice President and General Manager, Consumer Group of Intuit, as Rocket's Chief Executive Officer, subsequent to the retirement of Jay Farner. Most recently, based on a recommendation from the Nominating and Governance Committee, the Board appointed Varun and Alex Rampell as its newest members, bolstering its product and fintech expertise to complement the skills and experience of the existing Board.
Our leaders collectively reassessed our business and wrote the next chapter of Rocket's story, devising the strategy of enabling AI-fueled homeownership. With a clear north star, we then took steps to simplify our organizational structure and we aligned our resources to our strategic priorities. As a result, the Company is operating with greater clarity, focus and velocity and entering 2024 with clear momentum. Operational efficiency is a strategic imperative. In 2023, we further streamlined our cost structure by nearly 20% in 2023, following a near 25% cost reduction in 2022 through technology-led productivity gains, prioritization efforts and organizational right-sizing.
We believe artificial intelligence is evolving rapidly and approaching a critical inflection point, where
- Adjusted revenue and adjusted EBITDA, as referenced in this Business Overview section, are non-GAAP financial measures that exclude the impact of certain amounts. For their definitions, supplemental information and reconciliations to the most directly comparable GAAP financial measures, see our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024.
Rocket Companies • 2024 Proxy Statement | 3 of 120 |
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Rocket Companies Inc. published this content on 01 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2024 10:07:23 UTC.