We maintain anon-employee director compensation program, which provides for annual cash retainer fees andlong-term equity awards for each of ournon-employee directors, other than Roberto Sella (each, an “Eligible Director”).
On August 8, 2025, the Board approved and adopted the Amended and Restated Director Compensation Program, effective as of January 1, 2025 (the “A&R Director Compensation Program”), to decrease the aggregate dollar-denominated value of initial RSU awards made to Eligible Directors from $300,000 to $150,000. The A&R Director Compensation Program consists of the following components:
Cash Compensation:
| ● | Annual Retainer: $50,000 |
| ● | Annual Committee Chair Retainer: |
| • | Nominating and Governance: $10,000 |
| ● | Annual Committee Member (Non-Chair) Retainer: |
| • | Nominating and Governance: $5,000 |
| ● | Lead Independent Director: $25,000 |
The annual cash retainers are paid in quarterly installments in arrears. Annual cash retainers will bepro-rated for any partial calendar quarter of service.
Equity Compensation:
| ● | Initial Grant: Each Eligible Director who is initially elected or appointed to serve on our Board will be granted, automatically on the date on which such Eligible Director is appointed or elected to serve on the Board, an award of RSUs with an aggregate dollar-denominated value of $150,000 (the “Initial Grant”). The number of RSUs subject to an Initial Grant will be determined by dividing the value of the award by the average closing price of the Company’s common stock for the 30 consecutive calendar days prior to (and including) the date immediately preceding the applicable grant date. Each Initial Grant will vest with respect to one-third of the RSUs on each of the first three anniversaries of the grant date, subject to continued service. |
| ● | Annual Grant: An Eligible Director who is serving on our Board as of the date of an annual meeting of stockholders automatically will be granted, on the date of such annual meeting, an award of RSUs with an aggregate value equal to $75,000, with the aggregate number of shares of our Class A Common Stock subject to such award of RSUs to be determined by dividing such value by the average closing price of the Common Stock for the 30 consecutive calendar days prior to (and including) the date immediately preceding the grant date (the “Annual Grant”). Each Annual Grant will vest in full on the earlier to occur of the first anniversary of the grant date and the date of the next annual meeting following the grant date, subject to continued service. |
| ● | Award Terms: Each equity award granted to an Eligible Director under the A&R Director Compensation Program will vest in full immediately prior to the occurrence of a “change in control” (as defined in the 2021 Plan), to the extent the Eligible Director will not become, as of immediately following such change in control, a board member of the Company or its ultimate parent company. Compensation under the A&R Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2021 Plan. |
| 54 | Offerpad Solutions Inc. 2026 Proxy Statement |
Director Deferred Compensation Plan
We also maintain the Offerpad Solutions Inc. Deferred Compensation Plan for Directors (the “Deferred Compensation Plan”), which permits ournon-employee directors to (i) receive all or a portion of their annual cash retainers (including any cash retainers for service on a committee) earned under the A&R Director Compensation Program in the form of fully vested RSUs and (ii) defer the settlement of all or a portion of any RSU awards granted under the A&R Director Compensation Program.
With respect to 2025, Messrs. DeGiorgio and O’Hara and Mses. Curnutte and Palmer each elected to defer 100% of their annual cash retainers and RSU awards earned or granted under the A&R Director Compensation Program.
Additionally, during 2025, each of Messrs. DeGiorgio and O’Hara and Mses. Curnutte and Palmer held fully vested RSU awards for which the settlement was deferred under the A&R Director Compensation Program. In connection with her departure from the Board in June 2025, all of the compensation earned by Ms. Palmer that was deferred under the A&R Director Compensation Program was settled in full.
Director Compensation Table
The following table sets forth compensation paid to or earned by ournon-employee directors during the year ended December 31, 2025.
| Name(1) | Fees Earnedor Paid inCash ($) | Stock Awards($)(2) | Total ($) |
|---|
| Donna Corley(3) | 51,137 | 217,951 | 269,088 |
|---|
| Katie Curnutte | 70,000(4) | 82,858 | 152,858 |
|---|
| Kenneth DeGiorgio | 95,000(4) | 82,858 | 177,858 |
|---|
| Ryan O’Hara | 85,000(4) | 82,858 | 167,858 |
|---|
| Sheryl Palmer(5) | 42,740(4) | – | 42,740 |
|---|
| Roberto Sella | – | – | – |
|---|
| (1) | Brian Bair, our Chief Executive Officer, did not receive any compensation for his services as a member of our Board in 2025; the compensation paid to Mr. Bair for the services he provided to our Company during 2025 is reflected in the section titled, “Executive Compensation Tables—Summary Compensation Table.” |
| (2) | Amounts reflect the full grant-date fair value of RSU awards granted during 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all such awards made to our directors in Notes 1 and 10 to the consolidated financial statements included in the Annual Report on Form 10-K filed on February 24, 2026. |
| (3) | Ms. Corley was appointed to the Board in April 2025; therefore, the cash compensation payable to her is pro-rated for her partial year of service. |
| (4) | Amounts include the full value of the named individual’s annual cash retainer (including any cash retainers for service on a committee), including any portion thereof that was paid in the form of fully vested RSUs, pursuant to the named individual’s election under the Deferred Compensation Plan. The number of RSUs granted is determined by dividing the value of the aggregate amount of cash fees earned by the closing price of the Company’s Class A Common Stock on the applicable date the cash fees would have otherwise been paid. |
| (5) | Ms. Palmer left our Board in June 2025; therefore, the cash compensation payable to her is pro-rated for her partial year of service. |
| Offerpad Solutions Inc. 2026 Proxy Statement | 55 |
The following table shows the aggregate numbers of unvested outstanding RSU awards held as of December 31, 2025 by eachnon-employee director.
| Name | RSU Awards Outstanding at 2025 Fiscal Year End (#) |
|---|
| Donna Corley | 164,597 |
|---|
| Katie Curnutte | 71,429 |
|---|
| Kenneth DeGiorgio | 71,429 |
|---|
| Ryan O’Hara | 71,429 |
|---|
| Sheryl Palmer | –(1) |
|---|
| Roberto Sella | – |
|---|
| (1) | In connection with her departure from the Board in June 2025, Ms. Palmer forfeited any unvested RSUs held by her. |
| 56 | Offerpad Solutions Inc. 2026 Proxy Statement |
