Opendoor Technologies Inc
For the period ended Jun 13, 2025. Filed Apr 25, 2025.
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Jun 13, 2025 · Filed Apr 25, 2025
Contents
Compensation-Setting Process
Role of the Compensation Committee
The Compensation Committee discharges the responsibilities of our Board relating to the compensation of our executive officers, including our NEOs, and the non-employee members of our Board. Under its charter, the Compensation Committee has the overall responsibility for overseeing our compensation and benefits policies generally, and overseeing and evaluating the compensation plans, policies and practices applicable to our executive officers.
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In carrying out its responsibilities, on an annual basis the Compensation Committee evaluates our compensation policies and practices with a focus on the degree to which these policies and practices reflect our executive compensation philosophy, develops strategies and makes decisions that it believes further our philosophy or align with developments in best compensation practices, and reviews the performance of our executive officers when making decisions with respect to their compensation or recommendations to our Board with respect to their compensation.
The Compensation Committee has retained a compensation consultant (as described below) to provide support in its review and assessment of our executive compensation program; however, the Compensation Committee exercises its own judgment in making final decisions or recommendations with respect to the compensation of our executive officers, including our NEOs.
The Compensation Committee reviews our executive compensation program annually, and in fiscal 2025, the timing of this review occurred in the first fiscal quarter to take into account our annual operating cadence and to align compensation determinations with the Company’s annual performance and business goals. As part of this review process, the Compensation Committee applies the objectives described above within the context of our overall compensation philosophy while simultaneously considering the compensation levels needed to ensure that our executive compensation program remains competitive, and to ensure that equity is positioned to retain executives, based on input and market data provided by the Compensation Committee’s compensation consultant.
Role of Management
In discharging its responsibilities, the Compensation Committee works with members of our management, including our CEO. Our management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. The Compensation Committee solicits and reviews our CEO’s proposals with respect to program structures, as well as her recommendations for adjustments to annual base salaries, long-term incentive compensation opportunities and other compensation-related matters for our executive officers, including our NEOs (except with respect to her own compensation), based on her evaluation of their performance for the prior year.
The Compensation Committee reviews and discusses proposals and recommendations with our CEO and considers them as one factor in determining and approving the compensation of our executive officers or making recommendations to our Board with respect to the compensation of our executive officers. Our CEO also attends meetings of our Board and the Compensation Committee at which executive compensation matters are addressed, except with respect to discussions involving her own compensation.
Role of the Compensation Consultant
The Compensation Committee has the authority to retain an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the Compensation Committee and its chair, and serves at the discretion of the Compensation Committee, which reviews the engagement annually.
Since 2020, the Compensation Committee has engaged Compensia, Inc. (“Compensia”) to serve as its compensation consultant to advise on executive and non-employee director compensation matters, including competitive market pay practices, and with the data analysis and selection of the compensation peer group.
In addition to the work Compensia performed in connection with our executive and director compensation practices, Compensia periodically receives requests for information from us or the Compensation Committee pertaining to individual promotions, equity incentive compensation, potential personnel recruitment and other such situations in which market compensation insight may benefit us or the Compensation Committee.
During 2024, Compensia attended the meetings of the Compensation Committee (both with and without management present) as requested and provided various services, including the following:
| • | the review, analysis and updating of our compensation peer group; |
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| • | the Company’s executive compensation philosophy; |
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| • | consultancy on the design and implementation of our executive long-term incentive program, including the design of our executive PRSU grants for 2024; |
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| • | the review and analysis of the base salary levels and long-term incentive compensation opportunities of our executive officers against competitive market data based on the companies in our compensation peer group; |
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| • | a competitive market assessment for executive-level management, including analyses for potential new hires; |
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| • | consultation with the Compensation Committee chair and other members between Compensation Committee meetings, including with respect to: |
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| • | updates on compensation trends; and |
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| • | regulatory updates; and |
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| • | support on other ad hoc matters throughout the year. |
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The terms of Compensia’s engagement include reporting directly to the Compensation Committee chair. Compensia also coordinated with our management for data collection and informal market comparisons for our executive officers. In 2024, Compensia did not provide any other consulting or other services to us other than the executive and director compensation consulting services described above.
The Compensation Committee has evaluated its relationship with Compensia to ensure that Compensia operates independently from management. This review process included a review of the services that Compensia provided, the quality of those services and the fees associated with the services provided during 2024. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4) and Rule 5605(d)(3)(D) of the Nasdaq rules, and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Compensia.
Setting Target Total Direct Compensation
The Compensation Committee conducts an annual review of the compensation arrangements of our executive officers, including our NEOs. As part of this review, the Compensation Committee evaluates the base salary levels, any sign-on and retention bonuses, and the long-term incentive compensation opportunities of our executive officers and all related performance criteria.
The Compensation Committee does not establish a specific target for formulating the target total direct compensation opportunities of our executive officers. Instead, it evaluates both performance and compensation to ensure that the compensation provided to our executive officers is competitive relative to the compensation paid by similar companies in the same or adjacent industries, including real estate services, traditional and ecommerce retail, transportation, homebuilding, or staffing services with particular emphasis on our peer companies as described below.
In making decisions about the compensation of our executive officers, the members of the Compensation Committee rely primarily on considerations of various factors, including the following:
| • | our executive compensation program objectives; |
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| • | our performance against the financial, operational and strategic objectives established by the Compensation Committee and our Board; |
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| • | each executive officer’s knowledge, skills, experience, qualifications and tenure relative to other similarly situated executives at the companies in our compensation peer group and/or in selected broad-based compensation surveys; |
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| • | the scope of each executive officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and/or in selected broad-based compensation surveys; |
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| • | the prior performance of each executive officer, based on a subjective assessment of their contributions to our overall performance, and ability to lead their business unit and work as part of a team; |
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| • | the potential of each executive officer to contribute to our long-term financial, operational and strategic objectives; |
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| • | our CEO’s compensation relative to that of our other executive officers, particularly our other NEOs; |
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| • | our financial performance relative to our peers; |
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| • | specific input from stockholders on our executive compensation program in creating the design of our executive compensation program in subsequent years; |
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| • | each executive officer’s mix of (i) performance-based and non-performance-based pay and (ii) short-term and long-term compensation; |
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| • | the compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and |
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| • | the recommendations of our CEO with respect to the compensation of our executive officers (except with respect to her own compensation). |
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These factors provide the framework for compensation decision-making and final decisions by the Compensation Committee or its recommendations to our Board for final decisions regarding the compensation opportunity for each executive officer.
The Compensation Committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions or recommendations. The members of the Compensation Committee consider this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each executive officer and business judgment in making decisions and recommendations.
Peer Group and Competitive Positioning
The Compensation Committee believes that comparisons with companies with similar financial characteristics and business profiles are useful guides to evaluate the competitiveness of our executive compensation program and related policies and practices. The Compensation Committee uses data drawn from a select peer group of companies to make decisions with respect to the compensation of our executive officers, including our NEOs.
The Compensation Committee uses the peer group compensation data as one of several factors in assessing executive pay program design and total equity utilization. We also supplement the data for our peer group with published compensation surveys where appropriate. The Compensation Committee’s compensation decisions are made on a case-by-case basis. Benchmark results do not, in and of themselves, determine individual compensation decisions and we do not target specific pay percentiles. Overall, we believe that use of information from the peer group enables the Compensation Committee to create better alignment between executive pay and performance and to help ensure that we can attract and retain high-performing executive leaders.
The Compensation Committee evaluated the peer groups of companies identified below, as recommended by Compensia and approved by the Compensation Committee for purposes of determining executive compensation for each respective period. The companies in this peer group were selected based on the following primary criteria, for each respective period:
| Fiscal 2024 Criteria | Fiscal 2025 Criteria |
| • Revenue, • Market capitalization, • Gross profit, and • Public companies in the same or adjacent industry, including consumer-focused technology-enabled services, real estate services, traditional and ecommerce retail, or software and services. | • Gross margin, • Gross profit, • Market capitalization, • Revenue, and • Public companies in the same or adjacent industry, including consumer-focused real estate services, traditional and ecommerce retail, transportation, homebuilding, or staffing services. |
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Due to our unique business model, in October 2024, as we evaluated our peer group, we gave primary consideration to industry-specific peers, gross margin, and market capitalization when identifying the appropriate peer group. The impact of these changes will influence executive compensation decisions made in 2025.
| Fiscal 2024 Peer Group | Fiscal 2025 Peer Group | |||||
| General Peers | Industry Peers | General Peers | Industry Peers | |||
| AngiBeyondBlackKnightCarGurusCarParts.com Cars.comCarvana Co.DropboxEtsyFrontdoor | LyftNextdoor HoldingsPeloton InteractiveSoFi TechnologiesStitchFixYelp | Anywhere Real EstateCompasseXp World HoldingsOfferpad SolutionsRedfinZillow Group | BeyondCarvana Co.ChewyFrontier Group HoldingsHertz Global HoldingsInsperityKelly ServicesLendingClubLyft | Peloton InteractiveStitch FixWayfair | Anywhere Real EstateCompassDream Finders HomeseXp World HoldingsLandsea HomesOfferpad SolutionsRedfinZillow Group | |
All compensation decisions made in February 2024 utilized the Fiscal 2024 Peer Group identified above.
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