John Rice
Opendoor TechnologiesAbout John Rice
John Rice, age 58 as of April 16, 2025, is Opendoor’s Lead Independent Director and has served on the Board since 2021; he is the founder and CEO of Management Leadership for Tomorrow (MLT) and previously held executive roles at the NBA, Walt Disney Company, and AT&T, with degrees from Yale (B.A.) and Harvard Business School (M.B.A.) . He is affirmatively determined to be independent under Nasdaq rules and is not standing for re‑election at the June 13, 2025 Annual Meeting, after which the Board will reduce its size to seven directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Management Leadership for Tomorrow (MLT) | Founder & CEO | Founded 2001; CEO | Leads national nonprofit focused on closing racial wealth gaps; extensive leadership in talent development and DEI |
| National Basketball Association (NBA) | Managing Director, NBA Japan; Director of Marketing, Latin America | 1996–2000 | International expansion and marketing leadership |
| Walt Disney Company | New Business Development & Marketing | Four years (pre‑2000) | Growth initiatives and brand strategy |
| AT&T | Various roles | Two years | Corporate operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walker & Dunlop, Inc. (NYSE: WD) | Director | Since 2010 | Chair, Nominating & Corporate Governance; Member, Compensation Committee |
| Morgan Stanley Real Estate Prime Property Fund (private) | Director | Not disclosed | Board oversight for diversified real estate fund |
| Yale University | Board of Trustees | 2011–2023 | University governance |
Board Governance
- Lead Independent Director responsibilities include calling and presiding over meetings of independent directors, coordinating agendas with the CEO, and shaping Board materials; Rice will retire after the 2025 Annual Meeting, necessitating a new lead independent structure thereafter .
- Committee memberships: Nominating and Corporate Governance Committee member (not chair); Audit and Risk chaired by Pueo Keffer; Compensation chaired by Glenn Solomon .
- Independence: Board affirmatively determined Rice and all non‑employee directors (except the CEO) to be independent under Nasdaq rules .
- Attendance and engagement: In 2024 the Board met 5 times and each director attended at least 75% of Board and committee meetings on which they served; executive sessions of independent directors are held no less than twice per year .
- Stock ownership guidelines: Directors must hold the lesser of 5x annual cash retainer or 60,000 shares; as of Dec 31, 2024, all directors except Feder and Benson met the guidelines, indicating Rice was in compliance .
- Insider trading controls: Hedging, short sales, options, margin accounts, and pledging are prohibited (pledging only with prior CLO consent), supporting alignment and risk control .
Fixed Compensation
Non‑Employee Director Compensation Policy (2024 terms):
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $50,000 | Paid in cash quarterly or elected as TRSUs vesting quarterly |
| Lead Independent Director Retainer (in lieu of standard board retainer) | $75,000 | Quarterly payments or TRSUs |
| Committee Member Retainers | Audit $10,000; Compensation $7,500; Nominating $5,000 | In lieu of member fees, committee chairs receive higher retainers |
| Committee Chair Retainers | Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000 | Cash or TRSUs; chairs do not also receive member fees |
John Rice – 2024 actual compensation:
| Metric | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $80,000 |
| Stock Awards (grant date fair value) | $181,198 |
| Total | $261,198 |
| TRSUs granted in lieu of cash (shares; grant date value) | 22,836 TRSUs; $68,508 |
| Unvested TRSUs outstanding as of Dec 31, 2024 (shares) | 87,960 |
| TRSU vesting cadence (policy) | Four equal quarterly installments within fiscal year |
Performance Compensation
| Component | Performance Metric | Vesting / Payout | Notes |
|---|---|---|---|
| N/A (Directors) | None disclosed | N/A | Opendoor does not disclose performance‑conditioned pay for non‑employee directors; director equity is primarily time‑based TRSUs and elections of cash into TRSUs . |
Other Directorships & Interlocks
| Company | Relationship to OPEN | Potential Interlock / Conflict Consideration |
|---|---|---|
| Walker & Dunlop, Inc. | Real estate finance; no disclosed transactions with Opendoor | No related‑party transactions requiring disclosure since Jan 1, 2024; Board policy requires Audit & Risk Committee review/approval of any such transactions |
| Morgan Stanley Prime Property Fund | Private real estate fund; no disclosed transactions with Opendoor | Same as above; no disclosed related‑party transactions |
Expertise & Qualifications
- Executive leadership, strategic planning, and public company governance experience; deep expertise in talent development and diversity/inclusion (MLT) .
- Industry relevance via Walker & Dunlop (real estate finance) and Morgan Stanley real estate fund board roles; supports oversight of Opendoor’s capital‑intensive model and risk governance .
Equity Ownership
| Metric | Mar 26, 2025 | Jun 2, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 222,549 | 310,509 |
| Breakdown notes | Common shares; “less than 1%” of outstanding | 222,549 common + 87,960 RSUs vesting within 60 days; “less than 1%” |
| Ownership % of outstanding | <1% | <1% |
| Unvested/vesting RSUs included | Not separately itemized | 87,960 vesting within 60 days of June 2, 2025 |
| Pledging/Hedging | Prohibited by policy (pledging only with prior CLO consent); no pledges disclosed | Same |
Governance Assessment
- Independence and role: Rice has been a strong independent presence (Lead Independent Director), shaping agendas and executive sessions; his retirement after the 2025 Annual Meeting will require the Board to designate a new lead independent director and maintain effective independent oversight .
- Committee fit and financial oversight: While not an audit committee member, the Board’s Audit & Risk Committee is fully independent and chaired by a financial expert (Keffer), with all members designated “financial experts,” supporting robust risk oversight alongside Rice’s Nominating Committee service .
- Alignment: Rice’s compliance with stock ownership guidelines and meaningful equity holdings (with continued TRSU vesting) signal alignment with shareholder interests; the company prohibits hedging/pledging/margin accounts to preserve alignment .
- Pay governance backdrop: 2024 Say‑on‑Pay support improved to approximately 91%, indicating broader investor confidence in compensation governance, though this pertains to executives rather than directors .
- Conflicts and related party exposure: No related‑party transactions requiring disclosure involving directors since Jan 1, 2024; policy mandates Audit & Risk Committee review/approval for any such transactions, mitigating conflict risk .
- Engagement/attendance: Board met five times in 2024; each director attended at least 75% and independent director executive sessions occur no less than twice per year, indicating baseline engagement .
RED FLAGS: None disclosed specific to Rice (no related‑party transactions; hedging/pledging prohibited; attendance at or above 75%; independence affirmed). Succession risk exists given his retirement and need to maintain independent leadership continuity .