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Eric Wu

Director at Opendoor TechnologiesOpendoor Technologies
Board

About Eric Wu

Eric Wu is Opendoor’s co-founder and former CEO (2013–2022) and Chairman of the Board (2020–2022). He resigned as CEO effective December 1, 2022 to become President, Marketplace, and resigned from both the Board and President roles effective January 1, 2024 . He rejoined Opendoor’s Board on September 10, 2025 as a Class III director (term expiring at the 2026 annual meeting) and will be compensated on the same basis as other non‑employee directors; concurrently, he invested $5 million in a PIPE for 751,879 common shares and agreed to standstill, non‑disparagement, voting commitments, and transfer restrictions . Earlier in his career, Wu founded Movity.com (YC‑backed; acquired by Trulia in 2011) and is an active angel/advisor (Harvey, Airtable, Ramp, Faire, Mercury) .

Past Roles

OrganizationRoleTenureCommittees/Impact
Opendoor Technologies Inc.Chief Executive Officer2013–2022 Co‑founded Opendoor; led company through SPAC business combination and scale-up
Opendoor Technologies Inc.Chairman of the Board2020–2022 Board leadership during initial public company phase
Opendoor Technologies Inc.President, MarketplaceDec 1, 2022 – Jan 1, 2024 Transitioned from CEO; forfeited significant unvested equity tied to prior role
Opendoor Technologies Inc.Director (reappointed)Sept 10, 2025 – (Class III; term ends at 2026 AGM) No committee assignments disclosed at appointment
Movity.com (acquired by Trulia)FounderNot disclosedYC‑backed startup; acquired 2011

External Roles

OrganizationRoleTenureNotes
NavigateAICo‑founderNot disclosedPrivate company; AI focus (biography reference)
Various (Harvey, Airtable, Ramp, Faire, Mercury)Angel investor/advisorOngoingTechnology investing/advising; no current public boards disclosed for Wu

Board Governance

  • Status and (re)appointment: Appointed Class III director on Sept 10, 2025; compensated like other non‑employee directors .
  • Independence: Prior proxies classified Wu (as former director) as not independent due to prior employment; the Sept 2025 8‑K did not state an independence determination for his reappointment (Nasdaq independence was affirmed for Rabois in the same filing) .
  • Committees: No committee assignment disclosed for Wu upon reappointment; Keith Rabois was appointed to Audit & Risk and Compensation Committees on Sept 10, 2025 .
  • Lead Independent Director: Eric Feder continues as Lead Independent Director following the Sept 2025 changes .
  • Board/committee activity: In 2024, Audit & Risk met 8x; Compensation met 8x; Nominating met 3x .
  • Executive sessions/oversight: Regular executive sessions and independent committee composition per governance highlights .

Fixed Compensation (Director)

ElementAmount/TermsSource
Annual Board retainer (non‑employee director)$50,000
Lead Independent Director retainer (in lieu of Board retainer)$75,000
Committee member retainersAudit & Risk: $10,000; Compensation: $7,500; Nominating: $5,000
Committee chair retainers (in lieu of member retainer)Audit & Risk Chair: $20,000; Compensation Chair: $15,000; Nominating Chair: $10,000
Optional equity in lieu of cashDirectors may elect 100% of annual cash retainers in TRSUs; TRSUs vest quarterly; shares determined by 20‑day average price

Wu will be “compensated for [his] service as [a] director on the same basis as other non‑employee directors” per the Sept 2025 8‑K .

Performance Compensation (Director)

Equity ComponentQuantum/MechanicsVestingNotes
Annual TRSU grant$200,000 value ÷ “Share Price”Vests in a single installment at next annual meeting or 1‑year anniversaryApplies to directors in office at grant date
2025 policy amendment (Annual Grant Share Price)Share Price for 2025+ Annual Grants = max(20‑day avg, $2.00 floor)N/AEffective for 2025 Annual Grants
Change‑in‑control provision (director equity)Director awards under policy become fully vested immediately prior to closing (single‑trigger)Immediate before closingApplies to non‑employee directors in office

Other Directorships & Interlocks

  • Current public company boards: None disclosed for Wu in the Sept 2025 announcement .
  • Compensation Committee interlocks: Company discloses none involving current executives (context on interlocks governance) .

Expertise & Qualifications

  • Founder/operator with deep real estate technology domain knowledge; former CEO/Chairman of Opendoor .
  • Active technology investor/advisor; recognized by EY (Entrepreneur of the Year), Fortune 40 Under 40, Business Insider Best Early Stage Investors .

Equity Ownership

ItemDetails
PIPE purchase (private placement)On Sept 10, 2025, Wu purchased 751,879 shares for $5,000,000 (Section 4(a)(2)/Reg D) .
Standstill, voting, transfer commitmentsWu agreed to standstill and non‑disparagement until 90 days after he ceases to be a director; voting commitments while holding PIPE shares; transfer restrictions until 1st anniversary of closing .
Stock ownership guidelines (directors)Must hold the lesser of five times annual cash retainer or 60,000 shares within five years; measured on issued shares only (unvested awards don’t count) .
Hedging/pledging policyProhibits hedging and short‑term derivatives; prohibits margin and pledging without CLO pre‑approval .

Legacy Executive Compensation & Incentives (historical reference)

Metric202020212022 (transition)
Base salary ($)189,584 325,100 325,000
Key equity awards2,207,236 TRSUs and 14,885,774 PRSUs granted in 2020 under “Wu Agreement” (adjusted for SPAC exchange ratio) 5,438,506 TRSUs granted 3/30/2021; grant date FV $111,598,143 Forfeited 3,059,161 TRSUs (56%) and 12,404,812 PRSUs (83%) upon CEO→President transition effective 12/1/2022
PRSU performance milestones60‑day VWAP milestones: $18.11; $23.54; $30.60; $39.78; $51.71; $67.23 (first tranche earned at $18.11)

Wu’s 2020 employment agreement did not provide cash severance; PRSUs vest by share‑price milestones; TRSUs vest quarterly post‑liquidity event .

Director Compensation (Recent Company Policy/Practice)

Item20232024
Annual TRSU grant quantum (per director)$200,000 ÷ Share Price; one‑year/next AGM vest$200,000 ÷ Share Price; one‑year/next AGM vest
Cash retainers (Board/Committee)Board $50k; Lead/Chair $75k; Audit $10k; Comp $7.5k; Nominating $5k; Chair premia $20k/$15k/$10kSame
Director compensation table (aggregate, examples)Example: Adam Bain Total $340,288; John Rice Total $353,125 (includes elective TRSUs in lieu of cash) Example: Adam Bain Total $243,698; John Rice Total $261,198; table shows elective TRSUs and outstanding TRSUs by director as of 12/31/2024

Related Party and Conflicts Check

  • 2025 reappointment filing: “No related person transactions” required to be disclosed between the Company and Eric Wu in connection with his selection; no arrangements or understandings for his selection (other than PIPE noted in Item 3.02) .
  • Standstill and voting commitments tied to PIPE can mitigate activism or influence concerns; transfer restrictions for one year post‑closing .
  • Insider trading policy prohibits hedging/derivatives; pledging requires pre‑approval; margining prohibited .

Say‑on‑Pay & Shareholder Feedback (context)

Proposal (2024 AGM)ForAgainstAbstainBroker Non‑Votes
Say‑on‑Pay (advisory)321,927,54332,164,184493,221151,237,648

Governance Assessment

  • Signals of alignment: Wu personally invested $5 million via PIPE and accepted standstill/voting commitments, indicating financial alignment and governance constraints that may assuage influence concerns .
  • Independence/committee posture: As of reappointment, no committee assignment disclosed; independence determination not stated (whereas prior proxies classified him as non‑independent due to employment). Investors may view founder return as positive for strategy but should monitor independence classification and any future committee placements for oversight balance .
  • Director comp structure: Fixed cash retainers are modest; equity is primary via $200k annual TRSUs; 2025 share‑price floor ($2) reduces dilution at low prices; director equity accelerates on single‑trigger change‑in‑control, which some governance frameworks scrutinize .
  • Historical red flags: As CEO, Wu received an HSR filing fee tax gross‑up in 2021 ($130,297), a shareholder‑unfriendly practice generally avoided by many issuers; Company discloses no tax gross‑ups on severance/CIC for executives today .
  • Overall: Founder re‑engagement plus capital commitment is supportive for investor confidence; continued monitoring warranted on independence status, any related‑party dealings, and potential board/committee role evolution .

RED FLAGS to monitor

  • Independence status not explicitly affirmed for Wu at reappointment; he was previously non‑independent due to employment .
  • Single‑trigger acceleration for director equity on change‑in‑control .
  • Prior executive‑level tax gross‑up (2021 HSR fee) .