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Executive sessions of non-management directors and at least an annual executive session of independent directors

Focus on executive officer succession planning

Annual Board and Committee self-evaluations

Director onboarding program and continuing director education

Strong Board diversity

Annual review of Committee charters and key governance policies

Detailed strategy and risk oversight by Board and Committees

Taking action to foster a diverse and inclusive workplace

No director overboarding

Focus on company culture grounded in our ISMs

Significant and frequent stockholder engagement

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Rocket Companies, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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April 27, 2022

Dear Fellow Stockholders,

On behalf of the Board of Directors and the leadership team, we invite you to attend the 2022 Annual Meeting of Stockholders, to be held at:

				1:00 p.m., Eastern Daylight Time						Wednesday, June 15, 2022
				www.virtualshareholdermeeting.com/RKT2022

The 2022 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 attend and participate in the Annual Meeting.

Looking back on 2021, it was a year marked by significant accomplishments as we continue on our mission to remove friction from many of life’s most complex moments. Along with setting company records for both mortgage originations and home purchase transactions, we expanded our entire ecosystem with the acquisition of Truebill and the significant growth in businesses like Amrock, Rocket Auto and Rocket Homes.

Since our IPO, we have returned $4.5 billion to stockholders through dividends and share repurchases, which would rank Rocket among the top 10% of all S&P 500 by capital return, if it was part of this group.

At the meeting, you will have a chance to vote on the matters set forth in the accompanying Notice Of 2022 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				JAY FARNER Vice Chairman of the Board and Chief Executive Officer

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Notice Of 2022 Annual Meeting
Of Stockholders

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 2022 annual meeting of stockholders.

The annual meeting is being held virtually by live webcast at: www.virtualshareholdermeeting.com/RKT2022 on Wednesday, June 15, 2022, at 1:00 p.m., Eastern Daylight Time, to conduct the following items of business:

				To elect to our Board of Directors two Class II 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, 2022.
				To approve an amendment to the Amended & Restated Rocket Companies, Inc. Employee Stock Purchase Plan.
				To transact any other business that may properly come before the meeting or any postponement or adjournment of the meeting.

The accompanying proxy statement describes each of these items of business in detail. We have not received notice of any other matters that may properly be presented at the annual meeting.

We began mailing a Notice of Internet Availability of Proxy Materials on or about April 27, 2022 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 18, 2022. We further provided those stockholders with access to our online proxy materials and filed our proxy materials with the Securities and Exchange Commission (the “SEC”). 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 2021 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 18, 2022, 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 stockholders are invited to attend the live webcast of the annual meeting by visiting www.virtualshareholdermeeting.com/RKT2022. Stockholders will be able to listen to a live webcast, submit appropriate questions to our management and Board of Directors, and vote your 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,

ANGELO VITALE
General Counsel and Secretary

Detroit, Michigan • April 27, 2022

Important Notice Regarding the Availability of
Proxy Materials for the Stockholder Meeting to
be Held June 15, 2022

This notice, the proxy statement and the 2021 annual report to stockholders are available at www.proxyvote.com.

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Table Of Contents

	Proxy Summary					1
	2022 Annual Meeting Of Stockholders					1
	About Rocket Companies					3
	2021 Company Performance Highlights					4
	A Highly Diverse And Skilled Board					6
	Index Of Frequently Requested Information					10
	Additional Resources					10
	Proposal No. 1—Election Of Class II Directors					11
	Board Matters					13
	Director Nominations And Appointments					13
	Director Background And Qualifications					15
	Oversight By Our Board Of Directors					22
	Board Overlap With RHI					23
	Corporate Opportunity					23
	Meetings Of Our Board And Committees					24
	Three Core Standing Committees Of Our Board With Significant Responsibilities					24
	Board And Committee Responsibilities For Risk Oversight					29
	Tailored Corporate Governance Policies To Ensure Integrity And Ethical Conduct					31
	Director Onboarding And Continuing Education					32
	Board and Committee Evaluations					33
	Human Capital Management					34
	Communications With Our Board					38
	2021 Director Compensation Table					40
	Executive Officers					41
	Compensation Discussion And Analysis					45
	Executive Summary					45
	Compensation Objectives And Philosophy					49
	2021 Compensation Program					50
	Tax Considerations					53
	Compensation Committee Report					54
	Compensation Committee Interlocks And Insider Participation					55

	Named Executive Officer Compensation Tables					56
	Summary Compensation Table For 2021, 2020 And 2019					56
	Grants Of Plan-Based Awards In 2021					57
	Narrative Disclosure To Summary Compensation Table And Grants Of Plan-Based Awards Table					57
	Outstanding Equity Awards At December 31, 2021					59
	Option Exercises And Stock Vested In 2021					60
	Potential Payments Upon Termination Of Employment Or Change In Control Of The Company					61
	Change Of Control And Severance Payments Table					63
	CEO Pay Ratio					64
	Certain Relationships And Related Person Transactions					65
	Policies And Procedures For Related Person Transactions					65
	Related Person Transactions					67
	Security Ownership Of Certain Beneficial Owners And Management					76
	Audit Committee Report					79
	Audit Committee Matters					81
	Pre-Approval Policies And Procedures					81
	Independent Registered Public Accounting Firm Fees					81
	Proposal No. 2—Ratification Of Appointment Of Independent Registered Public Accounting Firm For 2022					82
	Proposal No. 3—Approval Of Amendment To The Employee Stock Purchase Plan					84
	Questions And Answers About The Proxy Materials And 2022 Annual Meeting					89
	Other Matters					97
	Access To Reports And Other Information					98
	Forward-Looking Statements					98
	Appendix A					100

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Rocket Key Terms And Abbreviations

Amrock

Amrock Inc. before July 10, 2020 and Amrock, LLC on or after July 10, 2020

Common Stock

Our authorized classes of common stock – Class A common stock, Class B common stock, Class C common stock and Class D common stock. As of the record date, 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

Company, We, Us, Our And Rocket

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 all 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

Holdings

RKT Holdings, LLC, a Michigan limited liability company formed on March 6, 2020, that wholly owns the following entities, with each entity’s subsidiaries identified in parentheses: Rocket Mortgage, LLC (formerly known as Quicken Loans, LLC), Amrock Holdings, LLC (Amrock, Amrock Title Insurance Company and Nexsys Technologies LLC), 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, Truebill, Inc. (beginning January 1, 2022), EFB Holdings Inc. (Edison Financial), Lendesk Canada Holdings Inc., RockTech Canada Inc., and Woodward Capital Management LLC

Holdings Units

The non-voting common interest units of Holdings

IPO

The initial public offering of Rocket Companies, Inc. that was consummated on August 10, 2020

RHI

Rock Holdings Inc., our sole stockholder prior to the consummation of our IPO and our principal stockholder after the consummation of our IPO. Prior to our IPO and the related reorganization transactions occurring prior to such offering, all of the outstanding equity interests of Rocket Mortgage (formerly known as Quicken Loans), as well as all or a majority of the outstanding equity interests in our other operating subsidiaries, which historically have operated our businesses, were directly or indirectly owned by RHI

RHI Affiliated Entities

RHI and its affiliates other than the Company and its subsidiaries

RHI Securities

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

Rocket Mortgage

Rocket Mortgage brand or platform, or the Rocket Mortgage business, as the context allows. Quicken Loans, LLC, changed its name to “Rocket Mortgage, LLC”, effective as of July 31, 2021

Team Members

Employees of the Company

Voting Limitation

A provision in our 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%

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Proxy Summary

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 2021 annual report to stockholders for detailed information regarding the 2021 financial and operating performance of Rocket Companies, Inc., including the audited financial statements and related notes included in the report.

2022 ANNUAL MEETING OF STOCKHOLDERS

				Meeting Date: Wednesday, June 15, 2022						Time: 1:00 p.m. Eastern Daylight Time
				Location (Virtual Only): www.virtualshareholdermeeting.com/RKT2022
				Record Date: Monday, April 18, 2022

Please Vote Today

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.

Voting Methods In Advance Of 2022 Annual Meeting

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 received a printed copy of the proxy materials, complete, sign and return your proxy card or voting instruction card in the enclosed envelope (to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717).

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Proposals, Board Recommendations And Required Vote

PROPOSAL 1
Election Of Class II Directors

Board Recommendation: FOR each nominee

Required Vote: Plurality of the votes cast

PROPOSAL 2
Ratification Of Appointment of Ernst & Young LLP As Our Independent Registered Public Accounting Firm For 2022

Board Recommendation: FOR

Required Vote: Majority of the voting power of shares of stock present and entitled to vote

PROPOSAL 3
Approval Of Amendment To The Employee Stock Purchase Plan

Board Recommendation: FOR

Required Vote: Majority of the voting power of shares of stock present and entitled to vote

Questions And Answers About The 2022 Annual Meeting

Please see “Questions And Answers About The Proxy Materials And 2022 Annual Meeting” for important information about the annual meeting, virtual meeting format, proxy materials, voting, Company documents, communications, deadlines to submit stockholder proposals and other pertinent information.

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ABOUT ROCKET COMPANIES

Business Overview

We are a Detroit-based FinTech holding company consisting of tech-driven real estate, mortgage and eCommerce businesses. We are committed to providing an industry-leading client experience powered by our platform. In addition to Rocket Mortgage, the nation’s largest mortgage lender, we have expanded into complementary industries, such as real estate services, personal lending, auto sales, solar, and personal finance where we seek to deliver innovative client solutions leveraging our Rocket platform.

Rocket made significant accomplishments in 2021 as we continued to execute on our mission to remove friction from life’s complex moments. Rocket Mortgage had its best year ever in overall origination, with $351 billion in originations, while also setting a new record in home purchase volume. We expanded the Rocket platform with the strategic addition of Truebill, broadening the services we offer to help clients manage their entire financial lives.

Our shares of Class A common stock are listed on the New York Stock Exchange (“NYSE”) under the symbol “RKT.”

RHI, Our Principal Stockholder

In addition to being our principal stockholder, RHI is the majority stockholder of several other businesses, including a technology services provider (Detroit Labs) and the preeminent online dictionary (Dictionary.com). For more information on RHI, see “Certain Relationships and Related Person Transactions.”

Dan Gilbert is the majority stockholder of RHI and serves as the chairman of RHI’s board of directors. Dan is passionate about building great American cities and has invested billions of dollars into properties and community programming in Detroit and Cleveland. Dan is also the majority shareholder of the Cleveland Cavaliers of the National Basketball Association, the majority shareholder and founder of the real estate investment firm Bedrock Management Services LLC (“Bedrock”) and the largest shareholder and founder of the unicorn online startup StockX.

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CLASS II DIRECTOR NOMINEES FOR
THREE-YEAR TERMS

Upon the unanimous recommendation of our Nominating and Governance Committee, our Board has unanimously nominated and recommends a vote FOR each of the following nominees for election as Class II directors 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.

DAN GILBERT • Chairman
			Age: 60 Director Since*: March 2020 Independent: No Committee(s): Compensation; Nominating and Governance Primary Occupation: Founder and Chairman of the Company Other Public Company Boards: None

NANCY TELLEM
			Age: 69 Director Since: August 2020 Independent: Yes Committee(s): Audit and Compensation Primary Occupation: Executive Chairperson of Eko Other Public Company Boards: Nielsen Holdings (NYSE: NLSN); Gores Guggenheim, Inc. (NASDAQ: GGPI); UTA Acquisition Corporation (NASDAQ: UTAA)

* Our Board was formed in March 2020 in preparation for the IPO.

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A HIGHLY DIVERSE AND SKILLED BOARD

We believe that our diverse Board has an appropriate mix of skills, expertise and experience to oversee critical matters of the Company and to represent the interests of our stockholders.

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EXECUTIVE COMPENSATION

Key elements of our 2021 compensation program for named executive officers are set forth below.

Compensation Element	Brief Description	Objectives
Base Salary	Fixed cash compensation	Attract and retain key executives
Annual Discretionary Cash Bonus	Earned based on an assessment of individual and Company performance	Retain and motivate executives, and reward achievement of short-term objectives

Key decisions related to the 2021 compensation of our named executive officers are set forth below, which were impacted by the significant executive compensation changes and equity awards in 2020 in recognition of prior achievements as well as retention and motivation objectives following the August 2020 IPO.

Maintained 2020 base salaries

Generally maintained target bonuses

Payment of annual discretionary cash bonuses at 100% of target

No equity awards in 2021 due to significant IPO equity awards in 2020

In 2020, the IPO equity awards consisted of restricted stock units (RSUs) (75% grant value) and stock options (25% of grant value). In 2022, our Compensation Committee approved the award of RSUs to each of our named executive officers that vest in equal installments on each of the first three anniversaries of the grant date.

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Key elements of our compensation governance for our named executive officers are set forth below.

WHAT WE DO
			Use of peer group and benchmarking in making compensation determinations
			Active engagement from an independent compensation consultant
			Robust stock ownership guidelines
			Compensation Committee oversight to confirm no undue risk in compensation programs
			Clawback policy for financial restatements
			Limited use of perquisites
			Say-on-pay vote every three years, aligned with stockholder approval of frequency of say-on-pay vote in 2021

WHAT WE DON’T DO
			No guaranteed bonuses or equity awards, or discounted stock options
			No defined benefit, supplemental executive retirement or nonqualified deferred compensation plans
			No guaranteed severance, except acceleration of equity awards upon death, disability or a change of control (upon termination or if awards are not assumed)

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CORPORATE GOVERNANCE HIGHLIGHTS – REASONABLE GOVERNANCE WITH A CONTROLLING STOCKHOLDER

Key elements of our governance are set forth below.

SUSTAINABILITY

As part of our ongoing evolution and focus on the elements of sustainability, human capital management, social responsibility and governance, we enhanced our efforts in 2022 by formally engaging with our Board on these important topics and expect to review and discuss such matters on a periodic basis. We are also continuing to evaluate and implement our fundamental values around these matters into our everyday business operations and strategic decisions.

We are committed to releasing our first ESG report in 2022. We are excited to share our journey with you, including our focus areas in 2021 and ongoing initiatives.

HUMAN CAPITAL MANAGEMENT

Being All-In

Rocket Companies invests for the long term and places tremendous value in supporting our team members, clients and hometowns. Dan Gilbert, our founder and Chairman, purposefully created a strong cultural foundation of core principles, or “ISMs”, as a cultural operating system to guide decision making by all of our team members. These ISMs are our DNA, compass and foundation. At the heart of the ISMs is a simple, yet powerful, concept: “Love our team members. Love our clients.” Our team members put the ISMs into action every day. The result is an empowered and passionate team aligned in a common mission. Based on 2021 employee survey results, over 90% of our approximately 26,000 team members surveyed stated that they are proud to work for the Company.

Team Member Support And Engagement

During 2021, the Company introduced a hybrid work model allowing the majority of team members to work a flexible schedule between work and home. We believe this change to a hybrid work model will promote a healthier work and home life balance for our team members as well as nurture the culture and collaboration that are core to who we are.

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Diversity, Equity And Inclusion – DEI In Our DNA

Our Diversity, Equity and Inclusion (DEI) mission is weaving DEI into our DNA with an intentional commitment to fostering an inclusive environment built on open doors, open minds and an open culture rooted in trust. DEI is at the heart of our values and sustainability. We are aware of the positive impact that diversity has on our businesses, and we know that there is more for us to do.

INDEX OF FREQUENTLY REQUESTED INFORMATION

Topic	Page	Topic	Page
Audit Fees	81	Executive Succession Planning	30
Auditor Ratification Proposal	82	Hedging and Pledging Policies	32
Board Leadership Structure	22	Human Capital Management	34
Clawback Guideline	27	Peer Group	52
Director Meeting Attendance	24	Proposals and Required Approvals	94
Director Diversity	6	Risk Oversight	29
Director Independence	14	Stock Ownership Guidelines – Directors	39
Director Qualifications	13	Stock Ownership Guidelines – Officers	52
Elements of Compensation	49

ADDITIONAL RESOURCES

Annual Meeting

Proxy Statement.
Annual Report.
Voting Website.

www.proxyvote.com

Board and Management

Board of Directors. https://www.rocketcompanies.com/our-team/board-of-directors/
Management. https://www.rocketcompanies.com/our-team/leadership/

Governance Documents

Code of Conduct and Ethics.
Corporate Governance Guidelines.
Committee Charters.

ir.rocketcompanies.com/governance/governance-documents

Other

Investor Relations. ir.rocketcompanies.com
Diversity, Equity & Inclusion. https://www.rocketcompanies.com/our-team/diversity-equity-and-inclusion/

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Proposal No. 1—Election Of Class II Directors

Upon the unanimous recommendation of our Nominating and Governance Committee, our Board has unanimously nominated Dan Gilbert and Nancy Tellem for election as Class II directors at the annual meeting for new three-year terms, each to serve until the 2025 annual meeting of stockholders and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.

OUR BOARD

In accordance with our certificate of incorporation and bylaws, the number of directors on our Board will be determined from time to time by our Board. Our certificate of incorporation provides that our Board is divided into three classes of directors, with staggered three-year terms. Approximately one-third of our Board will be elected each year.

Information regarding each director nominee and continuing director is set forth below as of the record date. As detailed further in this proxy statement, our Board, including the two director nominees, reflects a broad array of knowledge, experience, skills, backgrounds and other attributes, including diversity.

CLASS II
Terms Expiring In 2022

CLASS III
Terms Expiring In 2023

CLASS I
Terms Expiring In 2024

Dan Gilbert

(Chairman of our
Board)

Matthew
Rizik

Jay Farner

(Vice Chairman
of our Board)

Nancy
Tellem

Suzanne
Shank

Jennifer
Gilbert

Jonathan
Mariner

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Three Skilled And Experienced Independent Directors Appointed In 2020

Our Board seeks to include directors with diverse attributes and backgrounds and qualifications, skills and experience relevant to the Company’s business. We expanded our Board in 2020 in connection with our IPO to include three highly-qualified independent directors, who enhance our Board with extensive public company experience, independent judgment and diverse perspectives. Specifically, in August 2020, our Board unanimously appointed Suzanne Shank and Nancy Tellem as the first two independent directors of the Board. In November 2020, upon the unanimous recommendation of our Nominating and Governance Committee, our Board unanimously appointed Jonathan Mariner as our third independent director.

Voting Considerations

The individuals named as proxies in the form of proxy solicited by our Board intend to vote the represented shares for such nominees, unless otherwise instructed on the form of proxy. The individuals named as proxies cannot vote for more than two nominees for election as directors at the 2022 annual meeting.

Each of the nominees has consented to be named in this proxy statement and to serve if elected. If one or more of the nominees confirm before the election that they are unable to or will not serve, the proxy holders will vote the proxies for any remaining Board nominee and for any substitute nominee nominated by our Board. Alternatively, our Board may reduce the size of our Board and, therefore, the number of directors to be elected. If any substitute nominee is designated, we will file amended proxy materials that, as applicable, identifies any substitute nominee, discloses that such nominee has consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominee required by the rules of the SEC.

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Board Matters

DIRECTOR NOMINATIONS AND APPOINTMENTS

Our Nominating and Governance Committee is responsible for recommending director candidates to the Board, including reviewing current directors for re-nomination. Our Board seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. In assessing director candidates to fulfill the foregoing, our Nominating and Governance Committee considers those factors it deems appropriate in the context of the needs of the Company and the overall composition of our Board. These factors include the individual’s age, skills, diversity of experience and other background (including gender and race/ethnicity), demonstrated leadership, the ability to exercise sound judgment and, as applicable, independence. Our Board, taking into account the recommendations of our Nominating and Governance Committee, selects nominees for election as directors at each annual meeting of stockholders. Our Nominating and Governance Committee and Board evaluate candidates to fill any vacancies during the year on a similar basis.

Our Nominating and Governance Committee considers candidates for our Board from any reasonable source, including recommendations from our existing directors, management, stockholders and any third-party search firms engaged, and does not evaluate candidates differently based on the source of the recommendation. Our Nominating and Governance Committee’s charter provides it with the authority to retain and terminate search firms to identify director candidates, consultants and any other advisors to assist it in carrying out its duties.

Stockholders may recommend director candidates for consideration by our Nominating and Governance Committee by giving written notice of the recommendation to the Chair of our Nominating and Governance Committee, in care of the Company, at the Company’s principal executive offices at 1050 Woodward Avenue, Detroit, MI 48226.

Director Qualifications – A Balanced, Skilled Board Serving The Long-Term Interests Of The Company And Its Stockholders

Our Nominating and Governance Committee believes that all members of our Board should possess all of the following personal characteristics:

•

Integrity: Directors should demonstrate high ethical standards and integrity in their personal and professional dealings;

•

Accountability: Directors should be accountable for their decisions as directors;

•

Judgment: Directors should possess the ability to provide wise and thoughtful counsel on a broad range of issues;

•

Responsibility: Directors should interact with each other in a manner which encourages responsible, open, challenging and inspired discussion; and

•

High Performance Standards: Directors should have a history of achievements that reflects high standards for themselves and others.

The Company believes that each of the directors has a reputation for strong character and integrity and that our directors have worked cohesively and constructively with each other and with management of the Company. The directors further have each demonstrated business acumen and an ability to exercise sound judgment.

Our Board also reflects a broad array of knowledge, experience, skills, backgrounds and other attributes, including diversity, as described under “Proxy Summary—A Highly Diverse and Skilled Board.”

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No Director Overboarding

All of our directors are in compliance with the overboarding restrictions in our Corporate Governance Guidelines, which provides that no director should serve on more than three other public company boards, no member of our Audit Committee should serve on more than two other public company audit committees and no director who is the Chief Executive Officer of another public company should serve on more than two other public company boards, aside from the board of his or her own company.

Director Independence And Impact Of Controlled Company Status

Our shares of Class A common stock are listed on the NYSE. As RHI controls more than 50% of our combined voting power, we are considered a controlled company for the purposes of the rules and corporate governance standards of the NYSE. As a controlled company, we will continue not to comply with certain corporate governance requirements, including (1) that our Board have a majority of independent directors, (2) that we establish a compensation committee composed entirely of independent directors and (3) that we have a nominating and governance committee comprised entirely of independent directors, or otherwise ensure that the nominees for directors are determined or recommended to our Board by the independent members of our Board. However, we are subject to and comply with the requirement that we have an audit committee composed entirely of independent members. If at any time we cease to be a controlled company under the rules of the NYSE, our Board will take all action necessary to comply with the applicable rules of the NYSE, including appointing a majority of independent directors to our Board and establishing certain committees composed entirely of independent directors, subject to a permitted phase-in period.

Our Board recently undertook its annual review of director independence in accordance with the applicable rules of the NYSE. The independence rules include a series of objective tests, including that the director is not employed by us and has not engaged in various types of business dealings with us. In addition, our Board must make a subjective determination as to each independent director that no relationship exists which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Nominating and Governance Committee made recommendations to the Board based on its review and discussion of information provided by the directors and us regarding each director’s business and personal activities as they may relate to us and our management.

Our Board has determined that each of Jonathan Mariner, Suzanne Shank and Nancy Tellem are independent directors as such term is defined by the applicable rules and regulations of the NYSE. In addition, after considering all of the relevant facts and circumstances, our Board has determined that each of: (1) Jonathan Mariner, Suzanne Shank and Nancy Tellem, for purposes of service on our Audit Committee, and (2) Nancy Tellem, for purposes of service on our Compensation Committee, qualifies as independent in accordance with the additional independence rules established by the SEC and the NYSE for such Committees.

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DIRECTOR BACKGROUND AND QUALIFICATIONS

2022 Class II Director Nominees

	Dan Gilbert
	Chairman of the Board Age: 60 Director and Chairman Since: March 2020 Chairman of Rocket Mortgage Since: 1985 Committee Memberships: • Compensation • Nominating and Governance				Dan Gilbert is the Chairman of our Board. Dan is the founder of Rocket Mortgage, where he has been the Chairman of the board of directors since 1985. He also served as the Chief Executive Officer of Rocket Mortgage from 1985 to 2002. Dan is the majority owner of RHI, and the Chairman of its board of directors, a position he has held since 2002; Dan also serves in officer and director roles for certain RHI affiliates. Dan is also the majority owner of the NBA Cleveland Cavaliers basketball team and the operator of the Rocket Mortgage Fieldhouse in Cleveland, Ohio. Furthermore, he is the Chairman of Rock Ventures LLC and majority shareholder and founder of the real estate investment firm Bedrock, which has invested and committed billions to acquiring and developing more than 100 properties, including new construction of ground up developments in downtown Detroit and Cleveland, and totaling more than 18 million square feet in Detroit’s downtown urban core. In February 2016, Dan co-founded Detroit-based StockX, the world’s first “stock market of things,” combining the visible, liquid, anonymous, and transparent benefits of a stock market with the online consumer secondary market. Dan serves on the boards of the Cleveland Clinic and the Children’s Tumor Foundation. In 2015, Dan and Jennifer Gilbert established the Gilbert Family Foundation and in 2017, formed NF Forward to fund cutting-edge research dedicated to finding a cure for neurofibromatosis (NF). Dan earned his bachelor’s degree from Michigan State University and his law degree from Wayne State University. As our founder and Chairman and a national leader in the mortgage industry, Dan has provided us with critical leadership during our entire 37-year history, including his service as Chief Executive Officer from 1985 until 2002. In that role, he pioneered the digitization of mortgages in America, revolutionized the mortgage industry, and created our ISMs as the guiding principles and philosophy for our team members, which continue to define our corporate culture as well as fundamental corporate strategies and innovation. Our Board also benefits from his in-depth industry knowledge and significant relationships with key business partners and national business leaders. FAVORITE ISM: Always Raising Our Level Of Awareness.

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	Nancy Tellem
	Director Age: 69 Director Since: August 2020 Committee Memberships: • Audit • Compensation Other Public Board Service (within last 5 years): • Nielsen Holdings – 2019 to current (NYSE: NLSN) • Gores Guggenheim, Inc. – 2021 to current (NASDAQ: GGPI) • UTA Acquisition Corporation – 2021 to current (NASDAQ: UTAA)				Nancy Tellem is a member of our Board. Nancy is the Executive Chairperson of Eko, a media network that reimagines storytelling by using proprietary technology to create interactive stories that respond and leverage the interactive nature of today’s media devices. Nancy has held this role since 2014. Nancy holds board and advisory positions at numerous digital and media-related companies, including Eko, Metro-Goldwyn-Mayer, Nielsen, League Apps, Struum and Basblue, and is a board member of Cranbrook Art Academy and Museum, the Detroit Symphony Orchestra and the Detroit Riverfront Conservancy. Nancy is also a director of Gores Guggenheim, Inc. and UTA Acquisition Corporation. Nancy has previously held executive positions at several leading entertainment companies, including Xbox Entertainment Studios, CBS, and Warner Brothers. Nancy earned a bachelor’s degree from University of California, Berkeley, and a J.D. degree from UC Hastings College of the Law. Having served in numerous executive leadership roles at prominent digital, entertainment and media-related companies, Nancy contributes to the Board her significant experience in business strategy, game-changing innovation and technology, insights on culture and branding, as well as accounting and finance expertise. Nancy also has public company board experience, from which she contributes significant knowledge on key oversight functions. The Board has determined that she qualifies as an audit committee financial expert under SEC rules. FAVORITE ISM: Numbers And Money Follow; They Do Not Lead.

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Class III Directors With Terms Expiring In 2023

	Matthew Rizik
	Director Age: 67 Director Since: March 2020 Committee Memberships: • Audit • Compensation (Chair) • Nominating and Governance (Chair)				Matthew Rizik is a member of our Board. Matthew is also a director of RHI. Matthew joined RHI in 2012 as the Chief Tax Officer and is currently Treasurer, Chief Financial Officer and Chief Tax Officer. Prior to joining RHI, Matthew was a tax partner with PricewaterhouseCoopers LLP in Detroit, where he had over 31 years of experience serving Fortune 500 public companies. Matthew currently serves as a board member of Rock Ventures LLC, Bedrock, Rocket Mortgage, the Cleveland Cavaliers, the Motown Museum Legacy Council, City Year, Gilbert Family Foundation, Rocket Giving Fund and NF Forward. Matthew earned a bachelor’s degree in accounting and a master’s degree in business administration from Michigan State University. Matthew is qualified to serve as a member of our Board due to his significant senior leadership experience in the areas of accounting and tax. As Chief Financial Officer of RHI with prior experience serving prominent companies in the banking and mortgage industries, his significant knowledge and experience brings important perspective on our business strategy, operating structure, operations and general industry conditions. FAVORITE ISM: You’ll See It When You Believe It.

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	Suzanne Shank

SEC Form DEF 14A filed by Rocket Companies Inc.