Dana Hamilton
Opendoor TechnologiesAbout Dana Hamilton
Independent director (since November 2023) with 30+ years in real estate investing and operations; age 56. Former Senior Managing Director and Head of Real Estate at Pretium Partners; co-founder and President of Ameriton LLC; prior 20-year leadership tenure at Archstone (President – Europe; EVP – National Operations). Education: B.A. (Public Policy, Stanford) and M.B.A. (Real Estate & Finance, UC Berkeley Haas) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pretium Partners LLC | Senior Managing Director, Head of Real Estate; Senior Advisor | Apr 2017–Dec 2022; Dec 2022–Mar 2023 | Oversaw significant growth in single‑family rental investments . |
| Ameriton LLC | Co‑founder & President | Oct 2014–Present | Real estate investment leadership . |
| Borderplex Community Trust | President & CEO; Trustee | Oct 2013–Oct 2014 | Executive leadership of REIT . |
| Archstone | President – Europe; EVP – National Operations (various roles) | ~1993–2013 | Senior leadership at major apartment company until 2013 sale . |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Howard Hughes Holdings Inc. | Director | Jun 2024 | Risk; Technology . |
| Life Storage, Inc. (prior) | Director | Mar 2018–Jul 2023 (merged into Extra Space) | Board service until merger . |
| FelCor Lodging Trust (prior) | Director | Apr 2016–Sep 2017 (merged into RLJ Lodging Trust) | Board service until merger . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board has affirmatively determined Hamilton is independent under Nasdaq rules . |
| Committees | Audit & Risk (member; designated “financial expert”); Nominating & Corporate Governance (Chair) . |
| Board & Committee Activity | 2024: Board met 5 times; each director attended at least 75% of Board and committee meetings; Audit & Risk (8), Compensation (8), Nominating (3) meetings held . |
| Executive Sessions | Regular executive sessions of non‑employee directors held; Board committees comprised entirely of independent directors . |
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 65,466 | Includes retainers (some directors elect TRSUs in lieu of cash) . |
| Stock Awards (TRSUs) | 181,198 | ASC 718 grant‑date fair value of 2024 director equity . |
| Total | 246,664 | Sum of cash and stock awards . |
Policy reference (current): Annual Board retainer $50,000; Committee retainers: Audit & Risk member $10,000; Nominating member $5,000; Committee Chair retainers: Audit & Risk $20,000; Nominating $10,000; Non‑Executive Chair/Lead Director $75,000 (in lieu of $50,000). Directors may elect 100% of annual cash compensation as TRSUs; Annual director equity grant sized at $200,000 divided by a defined share price; 2025 amendment sets a floor share price of $2.00 for sizing .
Implication: In 2024, Hamilton’s equity award exceeded cash retainers, indicating a compensation mix tilted toward equity alignment .
Performance Compensation
Directors receive time‑based TRSUs (not performance‑based). 2024 annual TRSU grants vest in a single installment at the next annual meeting or first anniversary of grant; director awards fully vest immediately prior to a change in control. Beginning 2025, the grant‑sizing share price uses the greater of a 20‑day average or $2.00 floor to reduce share‑count volatility .
Other Directorships & Interlocks
- Current public board: Howard Hughes Holdings Inc. (Risk; Technology committees) .
- No disclosure of shared directorships involving Opendoor’s direct competitors/suppliers/customers for Hamilton; related‑party transactions are reviewed under a formal policy and none requiring disclosure were listed other than those in the proxy’s specified section (no Hamilton‑specific items identified) .
Expertise & Qualifications
- Designated Audit Committee Financial Expert (SEC definition) .
- Deep real estate investment and operating expertise (multifamily and single‑family rental), transactional and asset management experience; leadership roles across U.S. and Europe .
- Public company governance experience as director and committee chair .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 81,732 shares | Less than 1% of shares outstanding . |
| Directly Held Shares | 69,904 shares | As of Mar 26, 2025 . |
| RSUs Vesting ≤60 Days | 11,828 shares | Included in beneficial ownership per SEC rules . |
| TRSUs Outstanding (12/31/2024) | 87,960 units | Unvested TRSUs as of year‑end 2024 . |
| Ownership Guidelines | Met | Directors must hold the lesser of 5x annual cash retainer or 60,000 shares; as of Dec 31, 2024, all directors except two newer appointees had met requirements (Hamilton included) . |
| Hedging/Pledging | Prohibited (with limited pre‑approval for pledging) | Insider Trading Policy prohibits hedging/shorts; pledging requires CLO consent; margin accounts prohibited . |
Governance Assessment
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Strengths
- Independent director; chairs Nominating & Corporate Governance and serves as Audit & Risk member with “financial expert” designation—positions that enhance board oversight of governance, risk, and financial reporting .
- Strong engagement: Board and committee calendars active (5 Board, 8 Audit & Risk, 3 Nominating in 2024); every director met ≥75% attendance threshold .
- Alignment mechanisms: Director pay largely equity‑based; robust stock ownership guidelines met; anti‑hedging/pledging policy in place .
- Company‑level investor support: Say‑on‑Pay support improved to ~91% of votes cast in 2024 from 75% in 2023, indicating constructive shareholder engagement on compensation governance .
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Watch items
- External real estate roles (e.g., Howard Hughes Holdings; Ameriton) create potential for perceived conflicts if transactions arise; however, Opendoor discloses a rigorous Related Person Transactions Policy with Audit & Risk Committee approval/recusal protocols, and no Hamilton‑specific related party transactions were disclosed for the period .
- Director equity accelerates on change‑in‑control (standard in many policies); investors often monitor CIC acceleration as part of governance best practices for director independence perceptions .
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Net view: Hamilton brings domain expertise and financial oversight credentials valuable to Opendoor’s risk and governance profile, with structural safeguards (independence, ownership guidelines, anti‑hedging) supporting investor alignment. No disclosed red flags regarding attendance, related‑party transactions, hedging/pledging, or ownership shortfalls in the latest proxy .