Katie Curnutte
About Katie Curnutte
Independent director at Offerpad Solutions Inc. (OPAD); age 45; director since September 2021. Serves on the Audit and Compensation Committees; background in communications and public affairs, including senior roles at Zillow (SVP, 2008–2019). Education: B.S. in Journalism from the University of Illinois Urbana-Champaign; founding partner at Mother Bear, a global marketing and communications firm (since 2019). The Board identifies her qualifications in communications, public affairs, and scaling technology companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zillow Group | SVP, Communications & Public Affairs | Jul 2008 – Aug 2019 | Led corporate communications/public affairs during growth phase |
| Supernova Partners Acquisition Co II, Ltd. | Director | Mar 2021 – Mar 2022 | SPAC board service prior to OPAD combination |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mother Bear | Founding Partner | Sep 2019 – present | Runs communications strategy for notable companies |
Board Governance
- Committee memberships (2025): Audit Committee member; Compensation Committee member; not on Nominating & Corporate Governance Committee .
- Committee leadership: Not a chair; Audit Committee chaired by Sheryl Palmer through the 2025 Annual Meeting, then Donna Corley; Compensation Committee chaired by Ryan O’Hara; Nominating & Corporate Governance chaired by Kenneth DeGiorgio .
- Independence: Board determined Katie Curnutte is independent under NYSE rules; no family relationships among directors/executives .
- Meetings and attendance: Board held 4 formal meetings in 2024; Audit met 8 times; Compensation met 2 times. Each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non-management and independent directors meet in executive session regularly; at least annually for independent directors; presided over by Lead Director (Kenneth DeGiorgio) .
Fixed Compensation
| Component | 2024 Structure | 2025 Amended & Restated Program (effective Jan 1, 2025) |
|---|---|---|
| Annual Cash Retainer | $50,000 | $75,000 |
| Committee Chair Retainer | Audit: $20,000; Compensation: $20,000; Nominating: $10,000 | Unchanged in A&R disclosure; focus on retainer/initial grant changes |
| Committee Member Retainer (Non-Chair) | Audit: $10,000; Compensation: $10,000; Nominating: $5,000 | Unchanged in A&R disclosure |
| Lead Independent Director | $25,000 | Unchanged |
| Initial Equity Grant | RSUs valued at $300,000; vests 1/3 annually over 3 years | RSUs valued at $150,000; vesting mechanics per plan |
| Annual Equity Grant | RSUs equal to 0.0125% of outstanding shares; vests by next annual meeting or 1-year anniversary | One-time waiver of 2025 Annual Grants approved; no annual RSUs at 2025 meeting |
| Katie Curnutte – 2024 Director Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $65,738 |
| Stock Awards (grant-date fair value) | $66,532 |
| Total | $132,270 |
- Deferred compensation elections: In 2024, Curnutte elected to defer 100% of her RSU awards; peers DeGiorgio, O’Hara, Klabin, Palmer deferred 100% of cash retainers and RSUs .
- Equity award terms: Director RSUs vest fully immediately prior to a change in control if the director does not join the post-CIC board; initial grant sizing uses 30-day average closing price; annual grant sized by outstanding share count on meeting date .
Performance Compensation
- Director performance metrics: None disclosed for non-employee director pay; equity is time-vesting RSUs, not PSU/TSR-linked for directors .
- Change-in-control treatment: Director RSUs vest in full immediately prior to CIC if not continuing as a board member post-CIC .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond OPAD |
| Prior public company boards | Supernova Partners Acquisition Co II, Ltd. (Mar 2021 – Mar 2022) |
| Compensation committee interlocks | None; disclosure states no interlocks with entities having execs serving on OPAD board/comp committee |
Expertise & Qualifications
- Communications and public affairs leader; scaling technology companies .
- Member of Audit Committee; Board determined audit committee members meet NYSE financial literacy; audit committee financial experts designated as Sheryl Palmer and Ryan O’Hara (not Curnutte) .
Equity Ownership
| Metric | Apr 11, 2025 | Jun 17, 2025 |
|---|---|---|
| Beneficial ownership (Class A common) | 7,955 shares | 7,955 shares |
| Shares outstanding | 27,543,087 | 27,710,358 |
| Ownership as % of shares outstanding | ~0.0289% (7,955/27,543,087) | ~0.0287% (7,955/27,710,358) |
| RSUs outstanding at FY2024 end | 13,333 units (unvested) | 13,333 units (as of FY-end reference) |
| Deferred, vested RSUs pending settlement | 27,640 shares associated with RSUs vested or to vest within 60 days but deferred (not included in beneficial ownership) |
- Insider trading activity: No Form 4 insider trades for Katie Curnutte were found between 2024-01-01 and 2025-12-31 (insider-trades skill run).
- Anti-hedging: Company policy prohibits hedging (e.g., collars, swaps, exchange funds) by directors .
Governance Assessment
- Board effectiveness: Independent director with relevant communications/tech scale expertise; active on both Audit (8 meetings in 2024) and Compensation (2 meetings in 2024), supporting risk oversight and pay governance .
- Alignment: Modest direct share ownership but meaningful RSU exposure (13,333 unvested; additional vested RSUs deferred), plus 2024 equity grant value; deferral of RSU settlement indicates long-term orientation .
- Compensation structure: Director pay mix balanced between cash retainers and time-vesting RSUs; 2025 program raises cash retainer and reduces initial grant size; annual RSU waived for 2025—reduces immediate equity dilution while maintaining fixed pay .
- Independence/Conflicts: Board affirmatively determined independence; no related-party transactions disclosed involving Curnutte; explicit anti-hedging policy; compensation consultant (Pay Governance) engaged by Compensation Committee with no conflicts .
- Attendance/Engagement: At least 75% attendance threshold met for all directors; all directors attended 2024 annual meeting .
Red flags and risk indicators:
- Low direct beneficial ownership (<0.03%) could be seen as a weaker “skin-in-the-game” signal; partially mitigated by RSU holdings and deferral elections .
- No disclosed hedging/pledging, loans, or related-party dealings; no committee interlocks—no structural conflict signals identified .
- Broader governance signals: Strong say-on-pay support (98.1% approval in 2024) suggests investor confidence in overall pay governance; clawback policy implemented for Section 16 officers (not director-specific), strengthening accountability .