Independent
Tenure on this board
1.7 yrs
Also a director at
Essent Group Ltd (ESNT)
3 nominees · 3 ballot items.
Election of three Class III directors (David Benson, Eric Feder, Eric Wu); ratification of Deloitte & Touche LLP as independent auditors for 2026; and advisory (non-binding) approval of the compensation of the named executive officers (Say-on-Pay).
Elect David Benson, Eric Feder and Eric Wu as Class III members of the Board to hold office until the 2029 Annual Meeting.
Ratify the appointment by the Audit and Risk Committee of Deloitte & Touche LLP as Opendoor's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on an advisory (non-binding) basis, the 2025 compensation of Opendoor’s named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding shareholder endorsement of the company’s 2025 named executive officer (NEO) compensation as disclosed in the proxy materials. Management is seeking this advisory approval to validate the Compensation Committee’s design and implementation of pay practices that the Board believes align executive incentives with long-term stockholder value. The company’s 2025 program shifted materially toward performance-based equity (PRSUs tied to product-level profit and multi-year stock-price hurdles), reduced guaranteed annual cash bonuses for new hires, and granted large CEO sign-on awards that are contingent on sustained stock price appreciation and time-based service. The Compensation Committee emphasizes that these instruments are intended to motivate long-term execution toward profitability and durable unit economics and to retain critical talent while minimizing cash outlays and short-term incentives. The proposal is non-binding, but the Board says it will consider the advisory vote outcome when making future compensation decisions; management also cites strong prior stockholder support (approximately 97% in 2025) as evidence of alignment. From an analyst perspective, the design signals a pay-for-performance philosophy but also raises governance considerations: the magnitude and structure of CEO sign-on PRSUs (large notional value with multi-year stock-price hurdles) can create perceived upside concentration and make realized CEO pay highly sensitive to stock volatility rather than purely to operating performance. The plan’s extensive use of market-condition PRSUs and complex vesting (double-trigger change-in-control provisions, price gates, time-based vesting) may complicate investors’ ability to assess realized pay-for-performance alignment in the near term. The company’s disclosures (including the pay ratio and the pay-versus-performance table) indicate that reported grant-date values greatly exceed actual realized compensation to date, underscoring that most potential value is contingent. Overall, the Board’s rationale is to more tightly align management and stockholder interests through long-duration, performance-priced equity, but investors should weigh the contingencies, the prior high advisory support, and whether the metrics and stock-price hurdles appropriately reflect company fundamentals and shareholder returns.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MORGAN STANLEY | 9.87% | 95,183,545 | $445M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.26% | 70,068,568 | $328M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.68% | 35,540,759 | $166M |
| 4 | AMERICAN CENTURY COMPANIES INC | 1.47% | 14,201,716 | $66M |
| 5 | LENNAR CORP /NEW/ | 1.40% | 13,534,807 | $63M |
| 6 | BlackRock, Inc. | 1.35% | 13,067,840 | $61M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 1.22% | 11,810,938 | $55M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.16% | 11,228,863 | $53M |
| 9 | MILLENNIUM MANAGEMENT LLC | 1.12% | 10,836,428 | $51M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.09% | 10,489,251 | $49M |
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