Keith Rabois

About Keith Rabois

Keith Rabois rejoined Opendoor’s Board on September 10–11, 2025 as Chairman and a Class I director (term through the 2027 annual meeting), with the Board determining he is independent under Nasdaq rules and eligible for Audit and Compensation committee service . He co‑founded Opendoor and is a Managing Director at Khosla Ventures; earlier he held senior operating roles at PayPal (EVP BD/Public Policy), LinkedIn (VP Business & Corporate Development), and Block/Square (COO), and earned a B.A. from Stanford and J.D. (with honors) from Harvard . As Chairman, he serves alongside Lead Independent Director Eric Feder and was appointed to the Audit & Risk Committee and Compensation Committee .

Past Roles

External Roles

Board Governance

• Role and independence: Appointed Chairman; Board determined he is an independent director under Nasdaq and Section 16 rules . Lead Independent Director remains Eric Feder .
• Committees: Member, Audit & Risk Committee (meets financial literacy and independence requirements per Board determination) and Member, Compensation Committee .
• Term: Class I director; term expires at the 2027 annual meeting (or earlier cessation) .
• Meeting cadence/attendance context: In 2024 the Board held 5 meetings and each director attended at least 75% of aggregate Board and committee meetings, reflecting expectations of engagement (company-wide disclosure) .
• Governance policies applicable: Related‑party transaction review by the Audit & Risk Committee ; hedging/pledging prohibited for directors ; director stock ownership guideline = lesser of 5× annual cash retainer or 60,000 shares within 5 years .

Fixed Compensation

Policy framework (non‑employee directors; Rabois will be compensated on the same basis as other non‑employee directors):

• Annual cash retainer: $50,000; Non‑Executive Chair/Lead Director retainer: $75,000 (in lieu of the $50,000) .
• Committee retainers: Audit & Risk member $10,000; Compensation member $7,500; Nominating member $5,000; Chairs receive $20,000 (Audit), $15,000 (Comp), $10,000 (Nominating) instead of member fees .
• Cash‑to‑equity election: Directors may elect to receive 100% of annual cash retainers in time‑based RSUs (TRSUs) vesting quarterly over the fiscal year .
• “Same basis” confirmation: Appointment 8‑K states Messrs. Rabois and Wu “will be compensated ... on the same basis as other non‑employee directors” .

Performance Compensation

• Equity structure: Annual director equity is time‑based TRSUs (not performance‑based), historically sized at ~$200,000 grant‑date value, vesting at the next annual meeting or first anniversary (policy example from 2023) . In 2024, the reported grant-date fair value for annual TRSUs per director was approximately $181,198 (individual table values) . There are no performance metrics tied to director equity.

Other Directorships & Interlocks

• Current boards: Ramp; Faire .
• Prior: Reddit (2012–2019); Yelp; Xoom .
• Network/interlocks signal: Venture and operating background with multiple high‑growth companies; no Opendoor‑disclosed related‑party transactions with these entities (Board noted none required to be disclosed for his appointment aside from PIPE matters referenced under Item 3.02) .

Expertise & Qualifications

• Founder/operator/investor: Co‑founder of Opendoor; early/lead investments in DoorDash, Affirm, Faire; early investor in Stripe; consistent Forbes Midas recognition .
• Functional depth: Scaled operating roles at PayPal, LinkedIn, and Block/Square; extensive boardroom experience (including companies through IPO) .
• Education: Stanford (B.A. Political Science); Harvard Law School (J.D., with honors) .

Equity Ownership

• Director ownership guidelines: Must reach the lesser of 5× annual cash retainer or 60,000 shares within 5 years; only issued (vested) shares count; unvested awards exclude; hedging/pledging prohibited (subject to limited pre‑approvals for pledging) .
• PIPE financing context: In September 2025, Khosla Ventures (where Rabois is Managing Director) and Eric Wu agreed to invest a combined $40 million via a private investment; Khosla Ventures and Wu agreed to standstill, non‑disparagement, and voting commitments (standstill/non‑disparagement continue until 90 days after Rabois’/Wu’s Board service ends; voting commitments while they hold shares; transfer restrictions until first anniversary) . The company stated no related‑person transactions required disclosure beyond the PIPE matters referenced in Item 3.02 .

Governance Assessment

• Strengths

  • Independent Chairman with deep founder/operator/investor background; Board explicitly affirmed independence and committee eligibility under Nasdaq rules .
  • Committee placements (Audit & Risk; Compensation) leverage financial and governance expertise; Audit & Risk oversees related‑party transactions and risk frameworks .
  • Director pay structure emphasizes equity alignment (time‑based TRSUs) and stock ownership guidelines; hedging/pledging prohibited .
  • Shareholder responsiveness: Say‑on‑Pay support improved to ~91% in 2024 from 75% in 2023, reflecting governance/compensation enhancements .

• Risk factors / RED FLAGS to monitor

  • Potential perceived conflict: Rabois is Chairman and a Managing Director at Khosla Ventures while Khosla led a $40M PIPE (with Wu) and is subject to standstill and voting commitments; strong Audit & Risk oversight and recusals will be critical for any future transactions or strategic decisions implicating investor interests .
  • Concentration of influence: Founder “return” narrative (Rabois as Chair; Wu rejoining Board) can be positive for execution but increases importance of independent director leadership (Lead Independent Director remains Eric Feder) and robust executive sessions .

• Implications for investors

  • Board leadership upgrade with a seasoned founder/operator Chair and clear independence determinations may bolster strategic discipline and market confidence .
  • PIPE‑linked standstills and voting commitments reduce activist risks near‑term but warrant vigilance on alignment and fiduciary balance given investor‑director ties .

Director Compensation Reference (context)

Notes:

• Policy: Annual board retainer $50,000; Non‑Exec Chair/Lead Director $75,000; Audit member $10,000; Compensation member $7,500; Nominating member $5,000; committee chair retainers higher; cash can be taken as TRSUs (quarterly vest) .
• Annual equity: TRSUs sized around $200,000 (policy example; vests at next annual meeting/one year) ; 2024 realized grant-date values per director shown above .
• Appointment 8‑K confirms Rabois will be paid on the same non‑employee basis (actual FY2025 prorations not disclosed) .

Say‑on‑Pay & Shareholder Feedback (context)

• 2024 Say‑on‑Pay support ~91% (up from 75% in 2023) after program changes emphasizing performance‑based elements for executives; Compensation Committee uses an independent consultant; clawback policy adopted per Rule 10D‑1 .

Related‑Party & Conflict Controls

• Audit & Risk Committee reviews and approves related person transactions; cybersecurity and ESG disclosure controls oversight embedded in committee charter .
• Insider trading/hedging/pledging restrictions apply to directors; stock ownership guidelines for directors bolster alignment .