Adam Bain
Opendoor TechnologiesAbout Adam Bain
Adam Bain (age 51) has served as an independent director of Opendoor since December 2020. He is co‑Managing Partner of 01 Advisors (since January 2018), and previously served as COO of Twitter (2015–Nov 2016) and President of Global Revenue & Partnerships at Twitter (2010–2015). He holds a B.A. in English Journalism from Miami University (Ohio). Current Board committees: Compensation and Nominating; other current public company directorships: none .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Twitter, Inc. | Chief Operating Officer | 2015–Nov 2016 | Senior operating leadership at a public tech company |
| Twitter, Inc. | President, Global Revenue & Partnerships | 2010–2015 | Led revenue and partnerships globally |
| Social Capital Hedosophia Holdings Corp. (SPAC “IPOA”) | Director | Sep 2017–Oct 2019 | Director prior to Virgin Galactic combination |
| Virgin Galactic Holdings, Inc. | Director | Oct 2019–Jun 2023 | Chair of Nominating & Governance; member of Compensation (until May 2023) |
| SCH (Opendoor’s SPAC) | Director | Apr 2020–Dec 2020 | Served until business combination closing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 01 Advisors | Co‑Managing Partner (co‑founder) | Jan 2018–present | Venture firm investing in high‑growth technology companies |
| Advisor/Investor | Independent advisor and investor | Since Nov 2016 | Select privately held growth stage companies |
| Current public boards | — | — | None |
Board Governance
| Item | Detail |
|---|---|
| Independence | The Board affirmatively determined Bain is “independent” under Nasdaq rules . |
| Committee assignments (2025) | Compensation (member); Nominating (member) . |
| Committee meetings (2024) | Audit & Risk 8; Compensation 8; Nominating 3 . |
| Attendance | In 2024, each director attended at least 75% of aggregate Board and committee meetings; all nine then‑serving directors attended the 2024 Annual Meeting . |
| Executive sessions | Independent directors hold executive sessions at least twice per year . |
| Stockholder engagement | Ongoing program of analyst/stockholder outreach; Board maintains active governance dialogue . |
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 62,500 | Reflects annual Board and committee retainers; Bain elected to receive cash retainers in TRSUs (see below) . |
Director fee schedule (policy): Board retainer $50,000; Lead Director $75,000 (in lieu of Board retainer). Committee member retainers: Audit & Risk $10,000; Compensation $7,500; Nominating $5,000. Committee chair retainers: Audit & Risk $20,000; Compensation $15,000; Nominating $10,000. Directors may elect to receive 100% of cash compensation in TRSUs that vest quarterly during the fiscal year .
Performance Compensation
| Component | Grant/Date | Amount/Units | Valuation/Vesting |
|---|---|---|---|
| Annual equity (TRSUs) | 2024 annual grant (Form 4) 2024‑06‑14 | 87,960 sh | Vests in a single installment on the earlier of next annual meeting or first anniversary per policy; Form 4 confirms 87,960 award . |
| Cash‑in‑lieu TRSUs | Granted 2024‑02‑16 | 17,841 TRSUs | In satisfaction of 2024 cash retainers; aggregate grant date fair value $53,523; these TRSUs vest quarterly during FY24 . |
| Stock awards (total) | FY 2024 | $181,198 | Aggregate grant date fair value under ASC 718 for director awards in 2024 . |
| Unvested TRSUs | As of 12/31/2024 | 87,960 sh | Outstanding TRSUs balance for Bain . |
Notes:
- The non‑employee director equity program uses time‑based RSUs (TRSUs). For 2023, policy disclosed annual TRSU vest on the earlier of next annual meeting or first anniversary; cash‑in‑lieu TRSUs vest quarterly; structure continued in 2024/2025 policy .
Other Directorships & Interlocks
| Company | Status | Committees/Role | Dates |
|---|---|---|---|
| Virgin Galactic Holdings, Inc. | Former Director | Chair of Nominating & Governance; Comp Committee member | Oct 2019–Jun 2023 (Comp until May 2023) |
| Social Capital Hedosophia Holdings Corp. (IPOA) | Former Director | — | Sep 2017–Oct 2019 |
| Current public boards | None | — | — |
Expertise & Qualifications
- Significant operating and technology experience and financial experience; former COO and revenue leader at Twitter .
- Public company governance and compensation committee experience at Virgin Galactic (prior) .
Equity Ownership
| As of | Total Beneficial Ownership (sh) | % of Outstanding | Components / Notes |
|---|---|---|---|
| Mar 26, 2025 | 3,006,078 | <1% | Includes: 227,245 sh held directly; 10,561 sh issuable via RSUs vesting within 60 days; 225,000 sh held by 010118 Management, L.P.; 2,543,272 sh held by 01 Advisors 01 L.P.; Bain is a managing member/partner and may be deemed beneficial owner of 010118 and 01 Advisors holdings . |
Stock ownership guidelines and compliance:
- Directors must hold the lesser of 5× annual cash retainer or 60,000 shares; as of Dec 31, 2024, all directors met the guidelines except Mr. Feder and Mr. Benson (who are still within their compliance windows), indicating Bain met the guideline. Hedging/short‑term speculative transactions are prohibited, and pledging requires prior consent; holding in margin accounts is prohibited without approvals .
Insider trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Post‑Txn Ownership (sh) | Source |
|---|---|---|---|---|---|
| 2025‑06‑13 | 2025‑06‑17 | Award (A) | 100,000 | 457,449 | |
| 2025‑02‑14 | 2025‑02‑19 | Award (A) | 42,244 | 357,449 | |
| 2024‑06‑14 | 2024‑06‑18 | Award (A) | 87,960 | 315,205 | |
| 2024‑02‑16 | 2024‑02‑21 | Award (A) | 17,841 | 227,245 |
Director Compensation (Bain)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 62,500 | 181,198 | 243,698 |
| 2023 | 67,500 | 272,788 | 340,288 |
Additional 2024 detail: Bain elected to receive cash compensation as TRSUs (17,841 TRSUs; grant‑date fair value $53,523), granted on Feb 16, 2024, vesting quarterly in 2024 .
Board Governance (Committee Detail)
| Committee | Current Members (2025) | Bain’s Role | Key Responsibilities |
|---|---|---|---|
| Compensation | Glenn Solomon (Chair), Adam Bain, Pueo Keffer | Member | CEO and executive pay oversight; director pay recommendations; oversight of compensation consultants; risk review of compensation . |
| Nominating & Corporate Governance | Dana Hamilton (Chair), Adam Bain, John Rice | Member | Director recruitment/nomination; Board/committee composition; annual Board evaluations; governance guidelines . |
Say‑on‑Pay & Shareholder Signals
- 2024 say‑on‑pay passed: For 321,927,543; Against 32,164,184; Abstain 493,221; Broker non‑votes 151,237,648 .
- Director elections: Bain previously elected in 2022 with 329,096,552 For vs 39,465,463 Withhold; broker non‑votes 129,323,560 . He is a Class II nominee for 2025 (term to 2028) .
Related Party and Conflicts Framework
- Policy: All related person transactions ≥$120,000 require pre‑approval by the Audit & Risk Committee; directors with an interest are recused. The 2025 proxy states that, other than those listed in the proxy’s disclosure, there were no related party transactions entered into since Jan 1, 2024 requiring disclosure .
- Independence determination: After reviewing directors’ relationships, the Board determined Bain is independent and has no material disqualifying relationship with Opendoor .
- Ownership interests: Bain may be deemed a beneficial owner of shares held by 010118 Management, L.P. and 01 Advisors 01 L.P. due to his roles; this is disclosed in beneficial ownership footnotes .
Governance Assessment
-
Strengths
- Independent director with deep operating experience scaling revenue organizations; current roles on Compensation and Nominating align with his background .
- High equity alignment: meaningful TRSU awards, election to take cash as stock, and compliance with director ownership guidelines; hedging/pledging restrictions further align interests .
- Board‑wide attendance and active committee cadence; presence of executive sessions of independent directors supports oversight quality .
-
Potential Risks / Watch‑items
- Venture investor affiliations: Bain’s beneficial ownership includes shares held by entities he manages (010118 and 01 Advisors). While the Board deemed him independent and related‑party policies are robust, any future transactions with 01 Advisors or portfolio companies would require scrutiny and recusal to avoid conflicts .
- Year‑over‑year decline in director stock award value (2023→2024) reduces total director pay; while supportive of restraint, it may also reduce at‑risk equity exposure if continued. 2023 total $340,288 vs 2024 total $243,698 for Bain .
-
Signals for investors
- Continued equity‑heavy director compensation (TRSUs and cash‑in‑stock elections) and compliance with ownership guidelines are positive for alignment. Recent Form 4s show ongoing stock awards and increased post‑transaction ownership levels in 2024–2025 .
RED FLAGS to monitor: Any related‑party transactions involving 01 Advisors; deviations from attendance norms; changes to director equity from time‑based to option repricing or modifications (none disclosed); pledging/hedging exceptions (policy restricts) .