Brian Bair
About Brian Bair
Brian Bair (age 48) is Offerpad’s founder and has served as Chief Executive Officer since founding (2015–Sept 2021) and again as CEO and Chairman since Sept 2021, bringing 15+ years of real-estate operating experience; he is not a member of any board committee . Under his leadership, 2024 revenue was $919 million with gross profit of $72 million, and management highlighted substantial improvement in adjusted EBITDA and net income alongside >$100 million in operating cost reductions over the last two fiscal years . Shareholder support for pay practices has been strong, with Say‑on‑Pay approvals of ~98.1% in 2024 and ~98.9% in 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bair Group Real Estate | Founder & President | 2008–2015 | Built operating foundation in residential transactions prior to founding Offerpad . |
| Bridgeport Financial Services | Co‑founder & Managing Member | 2008–2011 | Acquired distressed homes; early systems for buy/renovate/sell model . |
| Lexington Financial | Co‑founder & Managing Member | 2011–2012 | Expanded capital/financing capabilities related to residential assets . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Freddie Mac Housing of Tomorrow Council | Advisory Member | 2020–present | Industry perspective on mortgage/housing innovation . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 650,000 | 650,000 | 650,000 |
| Target Bonus (% of salary) | 100% | 100% | 100% |
| Actual Annual Bonus ($) | 0 (declined) | 0 (declined) | 0 (ANI not attained) |
Notes: “Actual Annual Bonus” reflects non‑equity incentive outcomes for the year (if any) and includes Mr. Bair’s decision to decline bonuses for 2022–2023 .
Performance Compensation
-
Annual Incentive Program – 2024 CEO (single metric)
- Metric: Adjusted Net Income (100% weighting for CEO); Target $(8.2) million; Actual $(53.4) million; Payout: 0% .
- Formula and interpolation schedule disclosed (0%–175% slope); CEO payout was 0% due to under‑target ANI .
-
Long-term Incentive Program (LTIP) – Amended in June 2024 (market‑based, stock‑price tranches; vest post‑performance)
- Price tranches and CEO “sharing rates” after 2024 amendment; performance period: 6/12/2024–6/12/2027; vesting for any earned portion: 50% on 6/12/2027 and 50% on 6/12/2028, subject to continued service :
Tranche Share Price Goal CEO Sharing Rate 1 $11.25 0.224% 2 $18.75 0.343% 3 $26.25 0.476% 4 $33.75 0.546% - As of year‑end 2024, none of the price goals would have been exceeded if the period had ended then .
- Price tranches and CEO “sharing rates” after 2024 amendment; performance period: 6/12/2024–6/12/2027; vesting for any earned portion: 50% on 6/12/2027 and 50% on 6/12/2028, subject to continued service :
-
2025 Special Meeting – Contingent RSU Award (subject to shareholder approval of plan amendment)
- CEO RSUs: 1,000,000; vest 1/3 on each of the first three anniversaries of the vesting commencement date, subject to continued service; awards are contingent on shareholder approval and S‑8 effectiveness, otherwise forfeited .
2024 Annual Incentive Details (tabular view)
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted Net Income | 100% | $(8.2) million | $(53.4) million | 0% |
Equity Ownership & Alignment
- Beneficial ownership (April/June 2025): 1,303,614 shares (~4.7% of voting power), making him a meaningful shareholder‑CEO .
- Outstanding awards as of 12/31/2024:
- Options: legacy options from 2017 fully vested/exercisable (various strikes around ~$10.35–$10.95) .
- 2022 PSUs outstanding (threshold assumption for disclosure): 37,221; vesting dependent on share price goals and continued service; none earned as of 2024 .
- 2023 LTIP Award (amended 2024): performance‑based; shares not determinable until period end; vesting schedule if earned as above .
- Anti‑hedging: Policy prohibits hedging transactions for directors and officers .
- Pledging: No specific pledging disclosure found in the cited materials.
- Director pay: CEO receives no additional compensation for board service .
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficially Owned Common | 1,303,614 | ~4.7% voting power (Apr/Jun 2025) |
| Options (exercisable) | 64,561 @ $10.95; 119,520 @ $10.35; 6,346 @ $10.35; 1,951 @ $10.35 | Fully vested legacy options, expiring 2027 |
| PSUs (2022 grant; threshold shown) | 37,221 | Price‑goal based; none met in 2024 |
| LTIP Award (2023; amended 2024) | N/A | Market‑based; earned shares (if any) determinable at 6/12/2027; vest 2027/2028 |
| 2025 Contingent RSUs | 1,000,000 | 1/3 vest annually x3; contingent on plan approval/S‑8 |
Potential selling pressure: RSUs from the 2025 contingent award will vest in equal thirds over three years (subject to approval), creating scheduled delivery events that could increase sellable float; timing will align with the vesting commencement anniversary schedule .
Employment Terms
| Term | Detail |
|---|---|
| Agreement start/term | Employment agreement effective March 1, 2022; 3‑year term with automatic 1‑year renewals unless 45‑day advance notice . |
| Base salary / Target bonus | $650,000 base; Target bonus 100% of base, contingent on goals and year‑end employment . |
| Non‑compete / Non‑solicit | Non‑compete and service provider/customer non‑solicit in effect during employment and for 24 months post‑employment; non‑disparagement for 36 months . |
| Severance (no CIC) | 1.0x base salary paid over 12 months; up to 12 months company‑paid healthcare/life insurance; release and covenant compliance required . |
| Severance (CIC Termination) | 1.5x (base + target bonus), generally over 18 months or lump sum if within 1 year post‑CIC; pro‑rata bonus; 18 months healthcare; time‑based equity vests, performance awards per award terms . |
| 280G “best‑pay‑cut” | Payments cut or paid in full to optimize after‑tax outcome under Sections 280G/4999 . |
Estimated severance as of 12/31/2024 (illustrative, subject to change): $671,796 (no CIC) vs. $1,982,694 (with CIC termination) inclusive of healthcare continuity; equity acceleration value for time‑vested awards and performance awards determined per plan and award agreements .
Board Governance
- Roles/structure: Combined CEO and Chairman; independent Lead Director (Kenneth DeGiorgio) with authority to preside over executive sessions, approve agendas/schedules, and serve as liaison to the CEO/Chair .
- Committees: Audit (Chair: Sheryl Palmer through 2025 Annual Meeting, then Donna Corley), Compensation (Chair: Ryan O’Hara), Nominating & Corporate Governance (Chair: Kenneth DeGiorgio) .
- Attendance: Four formal board meetings in 2024; each director attended at least 75% of board and applicable committee meetings .
- Independence: All directors other than Mr. Bair and one non‑employee director (Roberto Sella) are NYSE‑independent; Lead Director is independent .
Dual‑role implications: The combined CEO/Chair model is balanced by a Lead Independent Director and a majority‑independent board with fully independent committees; however, investors often prefer separate Chair/CEO for enhanced oversight .
Director Compensation
- Non‑employee director program: cash retainers and RSUs; Lead Independent Director receives an additional $25,000 retainer; committee chair/member fees disclosed .
- CEO director pay: Mr. Bair receives no separate director compensation .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | $3,952.3m* | $1,314.4m | $919.0m |
| EBITDA ($) | $(126.3)m* | $(103.7)m* | $(45.4)m* |
*Values retrieved from S&P Global.
Additional indicators:
- 2024 narrative highlights: substantial improvement in adjusted EBITDA and net income; >$100m operating cost reduction over two years; process improvements and renovated business up 49% in its second year .
- Pay vs Performance (selected): 2024 TSR value of initial $100 investment was 2.16 (reflecting substantial drawdown since listing) with 2024 Net Loss of $(62.2)m and Adjusted Net Loss $(53.4)m .
Compensation Committee & Peer Benchmarking
- Committee membership: Independent directors Ryan O’Hara (Chair), Kenneth DeGiorgio, Katie Curnutte .
- Advisor: Pay Governance serves as independent compensation consultant; no conflicts found .
- Peer group used for 2024 decisions includes AppFolio, CarGurus, Cars.com, Carvana, EXL, frontdoor, Groupon, LendingTree, Marcus & Millichap, Meritage Homes, Opendoor, Redfin, Shutterstock, Yelp, Zillow, The RealReal .
Say‑on‑Pay & Shareholder Feedback
| Year | Approval (%) |
|---|---|
| 2024 | 98.1% |
| 2025 | ~98.9% |
Compensation Structure Analysis
- Cash vs. equity: CEO cash pay remained lean (no annual bonus in 2022–2024), with long‑term incentives tied primarily to stock‑price performance via LTIP tranches .
- Risk profile shift: 2024 amendment reset LTIP performance period and goals to 2024–2027 with lower dollar price hurdles ($11.25/$18.75/$26.25/$33.75), maintaining two‑year service‑based vesting post‑performance; reduces near‑term risk of zero vest but still requires substantial price appreciation from 2024 levels .
- Discretion: No discretionary CEO bonus paid in 2023 or 2024; CEO declined prior bonuses (shareholder‑friendly in downturn) .
- Plan design flags: 2021 plan permits option/SAR repricing without shareholder approval and includes a 5% “evergreen” share increase feature—potential dilution and governance sensitivities to monitor .
- Share usage: Three‑year average burn rate ~2.3% (FY22–FY24) .
Related Party Transactions / Conflicts Watch
- January 31, 2023 pre‑funded warrants financing included Mr. Bair as an investor; governance amendments later simplified the capital structure (Class B/C elimination) and revised “Sunset Date” mechanics to align with post‑transaction ownership .
Risk Indicators & Red Flags
- Hedging prohibited; clawback policy adopted per Dodd‑Frank/NYSE (applies to time‑ and performance‑vesting equity) .
- Equity plan allows repricing and has an evergreen; monitor dilution/overhang (10% fully‑diluted overhang as of 5/31/2025; potential to 17% post‑amendment before natural decline) .
- CEO/Chair combination remains a governance sensitivity; mitigated by an active Lead Independent Director and independent committees .
Investment Implications
- Alignment: CEO’s ~4.7% voting stake and largely performance‑contingent equity align pay with recovery in the equity value; the decision to decline bonuses in 2022–2023 supports pay‑for‑performance discipline .
- Near‑term selling pressure: If shareholders approve the 2025 plan amendment, 1,000,000 CEO RSUs vest in equal thirds over three years, creating regular settlement events; absent 10b5‑1 disclosure, vest dates may incrementally add to float .
- Retention/CIC: Robust double‑trigger CIC protection (1.5x base+target bonus, healthcare, and time‑based equity vesting) reduces retention risk through strategic transactions but introduces standard change‑in‑control payouts .
- Execution risk: LTIP share‑price tranches require significant stock appreciation (e.g., $11.25–$33.75) to earn; as of 2024 none would have achieved thresholds if the period had ended, emphasizing dependence on operational execution and market conditions .
- Governance/dilution: Evergreen and repricing authority warrant continued scrutiny; however, recent Say‑on‑Pay support (~98%+) suggests shareholders currently view the program as aligned with performance and turnaround priorities .
Appendix: Revenues and EBITDA (for context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 3,952.3m* | 1,314.4m | 919.0m |
| EBITDA ($) | (126.3)m* | (103.7)m* | (45.4)m* |
*Values retrieved from S&P Global.