David Benson
Opendoor TechnologiesAbout David Benson
David Benson, age 65, is an independent director of Opendoor Technologies (OPEN) since September 2024 and serves on the Audit and Risk Committee as a designated “audit committee financial expert.” He is the former President of Fannie Mae (2018–May 2024), with prior roles including Interim CEO (May–Dec 2022), Interim CFO (May–Nov 2021), and head of Single-Family (Jan–May 2021). He holds a B.S. in Psychobiology from UCLA, an MBA from Stanford University, and an M.D. from Harvard Medical School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fannie Mae | President | Aug 2018 – May 2024 | Oversaw single-family and multifamily businesses and Finance, IT, Operations, Strategy, HR, Communications; helped pioneer Common Securitization Solutions for the $7T MBS market |
| Fannie Mae | Interim CEO; Board Member | May 2022 – Dec 2022 | Led enterprise; served on board during transition |
| Fannie Mae | Interim CFO | May 2021 – Nov 2021 | Led finance; capital markets oversight |
| Fannie Mae | Interim Head, Single-Family | Jan 2021 – May 2021 | Led single-family platform |
| Fannie Mae | EVP & CFO; EVP Capital Markets, Securitization & Corporate Strategy; Treasurer | 2002 – 2018 (prior to presidency) | Senior finance and capital markets leadership |
| Merrill Lynch (Fixed Income Division) | Managing Director | 1988 – 2002 | Risk management, trading, debt syndication, e‑commerce in fixed income |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| None | — | — | — |
| Other public company directorships: None . |
Board Governance
| Item | Details |
|---|---|
| Independence | Board affirmatively determined Benson is independent under Nasdaq rules; no material disqualifying relationships |
| Committee assignments | Audit & Risk Committee member; designated “audit committee financial expert” |
| Chair roles | None |
| Committee activity | Audit & Risk Committee held 8 meetings in 2024 |
| Board attendance | In 2024, Board held 5 meetings; each director attended at least 75% of aggregate Board and committee meetings |
| Executive sessions | Independent directors hold executive sessions at least twice per year |
| Years of service | Director since September 2024 (Class III; term ending in 2026) |
Fixed Compensation
Director fee policy (annual, cash retainer):
| Retainer Type | Amount ($) |
|---|---|
| Board member | $50,000 |
| Lead Independent Director (in lieu of Board retainer) | $75,000 |
| Audit & Risk Committee member | $10,000 |
| Audit & Risk Committee chair (in lieu of member retainer) | $20,000 |
| Compensation Committee member | $7,500 |
| Compensation Committee chair (in lieu of member retainer) | $15,000 |
| Nominating Committee member | $5,000 |
| Nominating Committee chair (in lieu of member retainer) | $10,000 |
2024 actual director compensation (David Benson):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| David Benson | 18,288 | 161,570 | 179,858 |
Notes:
- Some directors elect to receive cash retainers as TRSUs; elections for 2024 did not include Benson (listed electors: Bain, Hamilton, Herman, Keffer, Solomon) .
Performance Compensation
Director equity structure and vesting:
| Grant Type | Grant Date | Grant Value/Structure | Vesting | Notes |
|---|---|---|---|---|
| Annual TRSU grant (non-employee directors) | Jun 14, 2024 | $200,000 divided by 20‑day average share price | Single installment at next annual meeting or first anniversary | Applies to directors serving at 2024 annual meeting |
| Benson initial TRSU (prorated) | Sep 11, 2024 | $200,000 divided by 20‑day average share price, prorated for partial year | Single installment at next annual meeting or first anniversary, contingent on service | Benson received prorated TRSU upon election |
| Annual grant share price floor (policy change) | Feb 26, 2025 | Share price for annual grants is greater of 20‑day average or $2.00 | Effective for 2025 annual grants | Policy amendment |
Directors do not have performance-based (metric‑tied) equity; awards are time‑based TRSUs. 2024 TRSUs outstanding (unvested) for Benson: 78,432 units as of Dec 31, 2024 .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Shared directorships/interlocks | No material relationships identified; independence affirmed |
Expertise & Qualifications
- Deep knowledge of the single-family real estate industry; capital markets expertise; experience as a public company executive at Fannie Mae .
- Designated audit committee financial expert; strong risk management and financial reporting oversight credentials .
- Track record pioneering Common Securitization Solutions for the U.S. MBS market .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 26, 2025) | No shares beneficially owned; less than 1% |
| Unvested TRSUs (Dec 31, 2024) | 78,432 units |
| Ownership guidelines | Directors must hold the lesser of 5× annual cash retainer or 60,000 shares within 5 years; Benson has until September 2029 to comply |
| Hedging/pledging | Hedging, short sales, options prohibited; pledging prohibited without Chief Legal Officer consent |
Governance Assessment
- Independence and conflicts: Board affirms Benson’s independence; no related-party transactions requiring disclosure (other than standard compensation); Audit & Risk Committee oversees approval/ratification of any related person transactions .
- Committee effectiveness: Placement on Audit & Risk Committee with financial expert designation strengthens oversight of financial reporting, risk (including cybersecurity/data privacy), ESG disclosure controls, and related party review .
- Attendance and engagement: Board met 5 times in 2024; all directors met at least the 75% attendance threshold; executive sessions of independent directors held at least twice per year, supporting robust independent oversight .
- Compensation mix and alignment: Director pay skews to equity via TRSUs (time-based) with a policy change adding a $2.00 floor on share price computation for annual grants; Benson’s 2024 pay was $18,288 cash and $161,570 equity (total $179,858), with 78,432 unvested TRSUs at year-end, aligning interests with shareholders .
- Ownership alignment: Benson is within the 5-year window to meet stock ownership guidelines (deadline September 2029); current beneficial ownership shows no vested shares, but unvested TRSUs provide prospective alignment; hedging/pledging restrictions reinforce alignment .
- Say‑on‑Pay signal: Broader governance climate improved with 2024 say‑on‑pay support at ~91% vs 75% in 2023, indicating constructive shareholder sentiment toward compensation governance (contextual signal for board credibility) .
- RED FLAGS: None identified specific to Benson. Note: Benson has not yet met director ownership guideline (acceptable within compliance window through Sep 2029); no related‑party transactions disclosed; no hedging/pledging activity permitted under policy .