Peter Knag
About Peter Knag
Peter Knag, 52, has served as Offerpad’s Chief Financial Officer since June 2024. He previously held senior finance and corporate development leadership roles at RNN Media Group (CFO & Chief Strategy Officer; consultant), WarnerMedia (EVP Finance), Turner Broadcasting (EVP & CFO), and AT&T (VP Merger Planning; Managing Director Corporate Development). He holds a B.A. and MBA from Southern Methodist University and has been a board member of TAP Advisors since September 2022 . Under his tenure, Offerpad emphasized liquidity, margin discipline, and a pivot toward asset-light services; in Q2–Q3 2025, revenue was $160.3M and $132.7M, gross margin 8.9% and 7.0%, and adjusted EBITDA losses improved to ($4.8M) and ($4.6M), with total liquidity exceeding $75M and guidance for Q4 revenue of $100–$125M and homes sold of 300–350 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RNN Media Group | CFO & Chief Strategy Officer | Nov 2022–Jan 2023 | Led finance and strategy for portfolio of broadcast assets . |
| RNN Media Group | Consultant | Jan 2023–May 2024 | Advisory on operations/finance prior to joining Offerpad . |
| WarnerMedia (AT&T) | EVP Finance | Apr 2020–Aug 2022 | Senior finance leadership at multinational media company . |
| Turner Broadcasting System | EVP & CFO | Jun 2018–Apr 2020 | Division CFO overseeing financial operations . |
| AT&T Inc. | VP Merger Planning | 2016–2018 | Led merger planning initiatives . |
| AT&T Inc. | Managing Director Corporate Development | 2012–2016 | Corporate development leadership . |
| AT&T Inc. | Various corporate roles | 1999 onward | Progressive finance/corp dev roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TAP Advisors | Board Member | Since Sep 2022 | Boutique advisory and investment banking firm . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Bonus Paid ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 265,385 | 75% | 64,549 (50% cash/50% stock) | 100,000 (relocation) | Salary prorated; employment began June 5, 2024 . |
| 2024 Annualized | 500,000 | 75% | — | — | Annualized rate; prorated in 2024 . |
Summary Compensation Table line items (grant-date fair value for equity included in “Stock Awards”): 2024 Stock Awards $1,073,598; Total $1,503,532 .
Performance Compensation
2024 Annual Incentive Program Structure and Results
| Metric | Weighting | Target | Actual | Payout (% of target component) | Payout Mechanics |
|---|---|---|---|---|---|
| Adjusted Net Income | 70% | $(8.2)M | $(53.4)M | 0% | Bonuses paid 50% cash / 50% vested shares; VWAP over 30 days preceding Feb 19, 2025 determined share count . |
| Individual Performance Goals | 30% | — | 100% achieved | 100% of component (30% of target bonus) | Bonuses paid 50% cash / 50% vested shares . |
Estimated possible payouts (prorated for 2024):
| Grant Date | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| Non-Equity Incentive (Knag) | 102,203 | 215,164 | 328,125 |
Long-Term Incentives Granted in 2024
| Award Type | Grant Date | Shares / Terms | Vesting | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|---|---|
| RSUs | Jun 5, 2024 | 145,000 RSUs | 50% on Jun 5, 2026; 50% on Jun 5, 2027 | 696,000 | Market value at 12/31/24: $413,250 ($2.85×145,000) . |
| LTIP Award | Jun 5, 2024 | Earns based on stock price appreciation vs price-per-share goals over 3-year period; payable in cash or stock | Performance-based at end of period | 377,598 | No fixed target; earn-out tied to price goals . |
Design emphasis: pay-for-performance with most important measures being Adjusted Net Income and stock price per pay-versus-performance disclosures .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | % of Total Voting Power | Unvested RSUs | Options (Exercisable/Unexercisable) | Shares Pledged | Notes |
|---|---|---|---|---|---|---|
| Jun 17, 2025 | 9,289 | <1% (asterisk in table) | 145,000 | None disclosed | Not disclosed | Anti-hedging policy prohibits hedging transactions by directors, officers, and employees . |
Outstanding equity awards table confirms RSUs (145,000) and no options for Knag at 12/31/24; market value based on $2.85 share price .
Stock ownership guidelines (executives): Not disclosed in the proxies searched. Anti-hedging policy and clawback policy are in force .
Employment Terms
| Term | Detail |
|---|---|
| Start Date | June 5, 2024 . |
| Contract Term | One year; auto-renews for successive one-year terms unless 45 days’ prior non-renewal notice . |
| Base Salary | $500,000 annual, subject to review . |
| Target Bonus | 75% of salary; payable by Mar 15 following performance year upon certification; must be employed through year-end . |
| Non-Compete / Non-Solicit | Effective during employment and for 18 months thereafter (including service provider/customer non-solicit) . |
| Non-Disparagement | Effective during employment and for 24 months thereafter . |
| Relocation | $100,000 lump-sum for relocation to greater Phoenix; repayment required if terminated for “cause” or resigns within 12 months of relocation . |
| Clawback | Compensation recovery policy for erroneously paid incentive compensation to Section 16 officers (post Oct 2, 2023) . |
| Anti-Hedging | Hedging transactions prohibited for directors, officers, employees and controlled entities . |
| Tax Gross-Ups | No excise tax gross-ups for 280G/4999; “best pay” cut provision applies . |
Severance & Change-in-Control Economics (Knag)
| Scenario | Cash | Equity Acceleration | Healthcare | Total |
|---|---|---|---|---|
| Termination Without Cause / Good Reason / Non-Renewal (no CIC) | 500,000 | – | 31,995 | 531,995 |
| CIC (no termination) | – | – | – | – |
| CIC Termination | 939,549 | 413,250 | 31,995 | 1,384,794 |
Key terms: If CIC termination, base salary + target bonus (installments or lump sum if termination within 1 year of CIC), pro-rata annual bonus, 12 months company-paid health and life insurance, and accelerated vesting of time-based equity; performance awards per award agreements. Subject to release and restrictive covenant compliance; “best pay” cut provision under 280G .
Performance & Track Record
| Metric | Q2 2025 | Q3 2025 |
|---|---|---|
| Revenue ($M) | 160.3 | 132.7 |
| Homes Sold (#) | 452 | 367 |
| Gross Margin (%) | 8.9% | 7.0% |
| Adjusted EBITDA ($M) | (4.8) | (4.6) |
| Unrestricted Cash ($M) | 22.6 | 31.0 |
| Total Liquidity ($M) | >55 | >75 |
| Q4 2025 Guidance (Revenue) | 130–150 range for Q3; Q4 guidance later | 100–125 |
| Q4 2025 Guidance (Homes Sold) | 360–410 range for Q3; Q4 guidance later | 300–350 |
CFO commentary emphasized: structural OpEx reductions, improved vendor terms, expanded lending relationships to reduce cost of capital, and pivot to asset-light services (HomePro, Renovate, Direct+) to enhance margin and scalability; intermediate-term target of ~1,000 real estate transactions per quarter across products .
Compensation Peer Group & Governance
- Compensation consultant: Pay Governance; no conflicts; peer group developed in 2022 and used for 2024 decisions .
- Peer group includes AppFolio, CarGurus, Cars.com, Carvana, EXL, frontdoor, Groupon, LendingTree, Marcus & Millichap, Meritage Homes, Opendoor, Redfin, Shutterstock, Yelp, Zillow, The RealReal, Vroom .
- Say-on-Pay approvals: ~98.1% (2024) and ~98.9% (2025) support .
Compensation Structure Analysis
- Year-over-year changes: New-hire RSU and LTIP Award in June 2024 (time-based RSUs with 2- and 3-year cliff vesting; price-goal LTIP) . No stock options granted in 2024 to NEOs .
- Pay mix tilted toward equity and performance: Annual bonus tied 70% to Adjusted Net Income and 30% to individual goals; results yielded only the individual component due to ANNI miss (payout 0%) .
- No single-trigger cash payments upon CIC; double-trigger for time-based equity acceleration; no tax gross-ups; Dodd-Frank clawback adopted .
Risk Indicators & Red Flags
- Hedging prohibited; pledging not disclosed in searched proxies .
- Clawback policy in effect; Section 409A compliance considered; no 280G/4999 gross-ups .
- Equity grant practices avoid timing around MNPI; no options granted in 2024 to NEOs .
- Beneficial ownership low (<1%) for Knag, which can moderate alignment but is offset by meaningful unvested RSUs and LTIP exposure .
Equity Vesting Calendar (Potential Insider Selling Pressure)
- RSUs: 72,500 on Jun 5, 2026; 72,500 on Jun 5, 2027, subject to continued employment; aggregate market value at 12/31/24 was $413,250 at $2.85/share .
- CIC termination: Time-based equity accelerates; performance awards per terms .
Employment & Contracts
| Provision | Details |
|---|---|
| Auto-Renewal | One-year terms; auto-renew unless 45-day non-renewal notice . |
| Non-Compete | 18 months post-employment; includes service provider/customer non-solicit . |
| Non-Disparagement | 24 months post-employment . |
| Severance | 12 months salary (no CIC); salary+target bonus (CIC termination) + pro-rata bonus; 12 months benefits; time-based equity accelerates on CIC termination . |
| 280G “Best Pay” | Reduction to avoid excise tax if more favorable after-tax treatment . |
Investment Implications
- Alignment: Direct ownership is small (<1%), but 145,000 RSUs with 2026/2027 cliffs and a 3-year LTIP tied to stock price provide meaningful exposure to equity value creation .
- Pay-for-performance: 2024 annual bonus paid solely on individual goals due to a miss on Adjusted Net Income; forward focus is on asset-light margin accretion and liquidity to drive EBITDA improvement .
- Retention risk and supply: Two large future RSU vesting dates may create personal liquidity events; non-compete/non-solicit and double-trigger CIC terms reduce abrupt departure risk; relocation clawback within 12 months has expired if relocation occurred in 2024 .
- Signals: CFO commentary and actions highlight disciplined cost control, diversified revenue toward asset-light services, improved vendor/lending terms, and liquidity strengthening—positive indicators for margin trajectory and cash flow, with Q4 guide maintaining prudence .