Ryan O'Hara
About Ryan O’Hara
Ryan O’Hara, age 56, has served as an independent Class III director of Offerpad Solutions Inc. (OPAD) since 2021 and is Chair of the Compensation Committee; he also serves on the Audit and Nominating & Corporate Governance Committees and is designated an “audit committee financial expert.” He holds a B.A. in Economics from Stanford University and an M.B.A. from Harvard Business School, as well as a Director Certificate from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Home Buyers Warranty Group | Chief Executive Officer | Jul 2022 – Dec 2024 (sold to Frontdoor) | Led a sale process and exit to Frontdoor |
| Shutterfly, Inc. | Chief Executive Officer; Board Director | CEO Jun 2019 – Dec 2019; Director Jun 2019 – Oct 2019 | Short-tenure CEO of public image sharing company |
| Move Inc. (operator of Realtor.com) | Chief Executive Officer | Jan 2015 – Jun 2019 | Real estate listings platform leadership |
| Apollo Global Management | Advisor, Technology & Media | Jan 2020 – present | Strategic advisory in TMT sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Thryv Holdings, Inc. (NYSE:THRY) | Board Director | Current | Public company; small business software |
| Likewize (private) | Board Director | Current | Global provider of technology protection and support |
| REA Group Limited (ASX:REA) | Board Director | Jun 2017 – Apr 2019 | Global digital real estate company |
| TKB Critical Technologies 1 (SPAC) | Board Director | Dec 2021 – Aug 2023 | Special purpose acquisition company |
Board Governance
- Independence: The Board determined Ryan O’Hara is independent under NYSE rules .
- Committee assignments: Compensation Committee Chair; member of Audit and Nominating & Corporate Governance committees; designated an “audit committee financial expert” .
- Attendance and engagement: In 2024, all directors attended at least 75% of Board and applicable committee meetings; the Board held 4 formal meetings; Audit met 8 times; Compensation met 2 times; Nominating & Corporate Governance met 4 times .
- Lead Independent Director: Kenneth DeGiorgio presides over executive sessions and Board agendas as Lead Director .
- Executive sessions: Non-management and independent directors meet regularly without management .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer |
| Committee Chair retainers | Audit $20,000; Compensation $20,000; Nominating & Governance $10,000 | O’Hara is Compensation Chair ($20,000) |
| Committee member retainers | Audit $10,000; Compensation $10,000; Nominating & Governance $5,000 | Applies to non-chair membership |
| Lead Independent Director | $25,000 | Paid to Lead Director (DeGiorgio) |
2024 actual director compensation for Ryan O’Hara:
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $80,738 |
| Stock Awards ($) | $66,532 |
| Total ($) | $147,270 |
Deferred compensation elections: In 2024, O’Hara elected to defer 100% of his annual cash retainers and RSU awards under the Director Deferred Compensation Plan, receiving cash retainers in fully vested RSUs and deferring settlement of RSUs .
Performance Compensation
Director equity program design:
| Element | Detail |
|---|---|
| Initial RSU grant | $300,000 value; vests 1/3 annually over 3 years |
| Annual RSU grant | Grant value equals 0.0125% of shares outstanding on the annual meeting date; vests in full at earlier of 1 year or next annual meeting |
| Change-in-control treatment | Director equity vests in full immediately prior to a change-in-control if the director will not serve on the post-transaction board |
| Deferral mechanics | Directors may elect to receive cash fees in fully vested RSUs and defer RSU settlement; O’Hara deferred 100% in 2024 |
O’Hara’s RSU position:
- Unvested RSUs outstanding at 12/31/2024: 13,333 .
- RSUs that vested or will vest within 60 days of 4/11/2025 but deferred settlement: 69,650 (not counted in beneficial ownership pending settlement) .
Other Directorships & Interlocks
- Current public board: Thryv Holdings, Inc.; private board: Likewize .
- Prior public boards: REA Group Limited, TKB Critical Technologies 1 (SPAC) .
- Board ecosystem interlocks (context): OPAD engages in related-party transactions with LL Funds (managed by OPAD director Roberto Sella) via credit facilities, and with First American Financial (where OPAD director Kenneth DeGiorgio served as CEO), for services and prior financing; O’Hara himself is independent and not a party to these transactions .
Expertise & Qualifications
- Technology and media sector knowledge; real estate platforms (Move Inc.); leadership across public and private companies .
- Financial oversight: Designated “audit committee financial expert” .
Equity Ownership
| Holder | Beneficial ownership (shares) | % of voting power | Notes |
|---|---|---|---|
| Ryan O’Hara | 666 | <1% | SEC-method beneficial ownership; excludes deferred RSUs |
| RSUs deferred (vested/will vest within 60 days of 4/11/2025) | 69,650 | n/a | Deferred RSU settlement under plan; not counted in beneficial ownership |
| Unvested RSUs outstanding at 12/31/2024 | 13,333 | n/a | Program grants in 2024 |
Anti-hedging: Directors are prohibited from hedging company stock via collars/swaps/exchange funds under the Insider Trading Compliance Policy .
Governance Assessment
- Strengths: O’Hara’s independence, chairing Compensation, and audit committee financial expertise support board effectiveness; his deferral of 100% of director compensation into RSUs signals alignment with shareholder outcomes .
- Engagement: Attendance threshold met; committee workload is meaningful (Audit 8x; Nominating 4x; Compensation 2x) indicating active oversight .
- Shareholder signals: Say‑on‑pay approval high—98.1% in 2024 and approximately 98.9% in 2025—suggests investor support for compensation governance .
- Potential red flags (contextual): OPAD maintains material related‑party arrangements with large shareholders (LL Funds credit facilities; First American services), which require vigilant audit oversight to mitigate conflicts; plan terms allow repricing of options/SARs without shareholder approval, a shareholder‑unfriendly feature to monitor for abuse (plan-level governance risk) .
- Overall: No O’Hara‑specific related‑party transactions disclosed; independence and equity deferrals bolster investor confidence, with contextual related‑party exposures elsewhere on the board warranting continued scrutiny .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval (%) |
|---|---|
| 2024 | 98.1% |
| 2025 | ~98.9% |
Director Compensation Program Summary (for reference)
| Cash Components | Amount |
|---|---|
| Annual cash retainer | $50,000 |
| Committee Chair retainers | Audit $20,000; Compensation $20,000; Nominating & Governance $10,000 |
| Committee member retainers | Audit $10,000; Compensation $10,000; Nominating & Governance $5,000 |
| Lead Independent Director | $25,000 |
| Equity Components | Structure |
|---|---|
| Initial RSU grant | $300,000 value; 3‑year ratable vesting |
| Annual RSU grant | 0.0125% of outstanding shares; 1‑year vest/next annual meeting |
| CIC vesting | Full vest if not continuing on post‑CIC board |
| Deferrals | Cash→RSU conversion and RSU settlement deferral allowed; O’Hara elected 100% deferral in 2024 . |