Bill Emerson
Rocket CompaniesAbout Bill Emerson
Bill Emerson is President at Rocket Companies (RKT) and serves on its Board (Class I); he was Director since February 2023, Interim CEO from June 1–September 4, 2023, COO from September 2023–June 2024, and has been President since September 5, 2023 . He previously led Rocket Mortgage as CEO from 2002–2017, and was Vice Chairman of Rock Holdings, Inc. from February 2017–May 2023, with a leadership role at Bedrock from July 2020–February 2023 . Emerson holds a Bachelor’s degree in business from Penn State University; age 62 as of the 2025 proxy . RKT’s 2024 compensation program introduced performance-based metrics (including relative TSR and mortgage market share growth PSUs) and semi-annual RSU vesting, aligning incentives with strategic objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rocket Companies | Interim CEO | Jun 1–Sep 4, 2023 | Led transition during CEO search; continuity amid macro and executive changes . |
| Rocket Companies | COO | Sep 2023–Jun 2024 | Oversaw day-to-day operations, strategic planning and cross-team synergies . |
| Rocket Companies | President | Sep 5, 2023–present | Strategic advisor to CEO; senior oversight across budgeting, risk, human capital, succession . |
| Rock Holdings, Inc. (RHI) | Vice Chairman | Feb 2017–May 2023 | Leadership, growth, culture development across portfolio companies . |
| Bedrock | Leadership role | Jul 2020–Feb 2023 | Leadership, growth, culture development . |
| Rocket Mortgage | Chief Executive Officer | 2002–2017 | Led flagship business through multiple cycles; deep operational understanding . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Xenith, Inc. | Board member | Not disclosed (ongoing) . |
| United Way of Southeast Michigan | Board member | Not disclosed (ongoing) . |
| Detroit Economic Club | Board member | Not disclosed (ongoing) . |
| Detroit Sports Organizing Committee | Board member | Not disclosed (ongoing) . |
| Housing Policy Council | Board member | Not disclosed (ongoing) . |
| Rocket Giving Fund / Rocket Classic | Board member | Not disclosed (ongoing) . |
| The Parade Company | Board member | Not disclosed (ongoing) . |
| Detroit Children’s Fund | Board member | Not disclosed (ongoing) . |
| Skillman Foundation | Board member | Not disclosed (ongoing) . |
| Mortgage Bankers Association; National Football Foundation | Board/Member | Not disclosed (historical mention) . |
Fixed Compensation
| Metric | 2023 | Notes |
|---|---|---|
| Base Salary ($) | 478,373 | Paid across prior roles through Jun 30, 2023, then Interim CEO and P/COO thereafter . |
| Target Bonus (%) | 100% of base salary | Set in employment agreement effective Mar 27, 2023 (Interim CEO) . |
| Actual Bonus Paid ($) | 234,521 | Annual discretionary bonus for 2023, paid Q1 2024 . |
| All Other Compensation ($) | 51,297 | Includes 401(k) match, health insurance, perqs; $42,722 for home technology expenses . |
Performance Compensation
Equity Grants and Vesting
| Award Type | Grant Date | Shares/Units (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (2023) | Mar 3, 2023 | 694,444 | 5,999,996 | Vest in three equal annual installments on each of the first three anniversaries of grant date (beginning Mar 3, 2024) . |
| RSU Fair Value per Share | Mar 3, 2023 | — | $8.64 (NYSE close on grant date) | — |
2024 Program Design: For NEOs, long-term incentives comprised 50% RSUs (semi-annual pro rata vesting over 3 years) and 50% PSUs with 0–200% payout based on company metrics including relative TSR (Monte Carlo valuation) and mortgage market share growth (purchase and refinance) with cliff vesting at year 3 .
Stock Vested
| Metric | 2023 |
|---|---|
| Shares Acquired on Vesting (#) | 16,515 |
| Value Realized on Vesting ($) | 194,892 |
Equity Ownership & Alignment
| As-of Date | Class A Shares Beneficially Owned (#) | % of Class A | Combined Voting Power % | Notes |
|---|---|---|---|---|
| Apr 22, 2024 (record in proxy) | 313,427 | <1% | * | Controlled company; RHI holds 100% of Class D; Dan Gilbert/RHI majority voting power . |
| May 20, 2025 (record for 2025 proxy) | 444,283 | <1% | * | All directors and officers as a group: 3,071,123 Class A and 100% Class D voting power . |
Stock Ownership Guidelines:
- Executive officers must hold shares worth ≥3x base salary; CEO 6x. Five-year compliance period; as of Dec 31, 2024, all NEOs met or were on track to meet the guidelines .
- Insider Trading Policy: quarterly blackouts, pre-clearance; 10b5-1 plan governance. Hedging permitted only for long-term (≥6 months) positions with pre-clearance; pledging/margin allowed with conditions; short sales and derivatives prohibited .
Pledging/Hedging:
- No specific pledges by Emerson disclosed; policy allows pledging with restrictions and discourages speculative hedging .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Effective | Mar 27, 2023 (Interim CEO); later President/COO with compensation reviewed Aug 2023 (no changes to equity grant) . |
| Base Salary | $600,000 (Interim CEO) . |
| Target Bonus | 100% of base salary; pro-rated for Interim CEO period in 2023 . |
| Equity | RSUs with $6,000,000 grant value (Mar 3, 2023), 3-year annual vesting . |
| Restrictive Covenants | Non-competition 18 months; non-solicitation of employees/customers/vendors 18 months; perpetual non-disclosure and non-disparagement . |
| Severance | Employment agreements generally do not include severance or change-in-control cash benefits for Emerson; equity acceleration provisions apply as below . |
| Change-of-Control Equity Treatment | Double trigger: unvested RSUs/options accelerate if terminated without Cause or for Good Reason within 18 months of a CoC, or if awards are not continued/assumed/substituted; death/disability immediate vesting of unvested portion per 2020 modification; options remain exercisable for limited period . |
Potential Payments (Equity Acceleration as of Dec 31, 2023):
| Scenario | Estimated Value ($) |
|---|---|
| Death or Disability | 10,244,450 |
| Change in Control + qualifying termination | 10,244,450 |
Calculation used $14.48 closing price on Dec 29, 2023; options had $18.00 strike and were valued at zero for acceleration table .
Board Governance
- Board Service: Director since February 2023; Class I director with term expiring at 2027 annual meeting .
- Committee Roles: Not listed as a member of Audit or Compensation Committees; those committees are predominantly independent directors due to controlled company status .
- Independence: Company is a controlled company; independent directors identified do not include Emerson; he is a management director (not independent) .
- Director Compensation: Emerson receives no additional compensation for director service (compensation covered under executive compensation) .
Governance Structure:
- Controlled company under NYSE rules (RHI majority voting power); Audit Committee fully independent; Compensation and Nominating may include non-independent members; robust governance policies, executive sessions, succession planning .
Compensation Governance, Peer Benchmarking, and Say‑on‑Pay
- Peer Benchmarking: Committee used peer group benchmarking; 2023 RSU grant values for other NEOs targeted between 25th–50th percentile; independent compensation consultants engaged (Korn Ferry through 2024; Semler Brossy from Oct 2024) with no conflicts .
- Say‑on‑Pay: 2021 vote—99.5% in favor; triannual cadence; 2023 program unchanged due to prior strong support .
Performance Compensation – Detailed Design (Company Program Context for 2024)
| Component | Weighting | Metrics | Payout Range | Vesting |
|---|---|---|---|---|
| Annual Bonus | Company-based metrics (objective vs prior discretionary) | Not disclosed | Not disclosed | One-year period . |
| Long-Term RSUs | 50% of LTI | Alignment/retention | N/A | Semi-annual pro rata over 3 years (from 2024) . |
| Long-Term PSUs | 50% of LTI | relative TSR (market condition via Monte Carlo), mortgage market share growth (purchase/refi; performance conditions) | 0–200% | Cliff vest at 3 years; valuation and conditions as disclosed . |
Compensation & Ownership Trend (Selected Data)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 478,373 | 234,521 | 5,999,996 | 6,764,187 |
| As-of Date | Class A Shares (#) |
|---|---|
| 2024 Record | 313,427 |
| 2025 Record | 444,283 |
Related Party Transactions, Clawbacks, and Risk Controls
- Clawback: NYSE-compliant policy adopted for erroneously awarded incentive-based compensation (effective for awards on/after Oct 2, 2023); three-fiscal-year lookback; no indemnification allowed .
- Equity Timing: Grants scheduled well in advance in Q1; no coordination with MNPI releases .
- Prohibited Practices: No repricing of stock options; no excise tax gross-ups; no defined benefit/SERP; no guaranteed bonuses or discounted options .
- Related Party Transactions: Audit Committee oversight; approvals per policy; no Emerson-specific related party transactions disclosed in provided excerpts .
Equity Ownership & Alignment Details
- Stock Ownership Guidelines: CEO 6x salary; other NEOs 3x; five-year compliance; NEOs met/on track as of Dec 31, 2024 .
- Insider Selling Pressure: 2023 RSUs vest over 3 years from Mar 3, 2023; semi-annual vesting implemented for 2024 program; blackout periods and pre-clearance reduce opportunistic trading; hedging/pledging limited under policy .
- Options: Outstanding options for NEOs referenced at $18.00 strike were out-of-the-money as of Dec 29, 2023 for acceleration table; no option exercises by NEOs in 2023 .
Investment Implications
- Pay-for-performance alignment: Emerson’s 2023 compensation centered on significant RSU grants ($6.0M) with three-year vesting; 2024 program introduces objective metrics (rTSR and market share PSUs), raising alignment with shareholder outcomes and reducing discretionary elements .
- Retention and selling dynamics: Multi-year vesting and insider trading controls suggest steady settlement cadence; no disclosed pledging by Emerson; hedging only allowed under restrictive policy, reducing near-term selling pressure signals .
- Severance exposure: Limited cash severance rights for Emerson; equity accelerates under double-trigger CoC or death/disability; modeled acceleration value ~$10.2M as of year-end 2023 calibrates potential event-driven equity unlocks .
- Governance and independence: As a management director in a controlled company, Emerson is not independent and holds no committee seats; independent oversight concentrated in Audit/Compensation committees mitigates dual-role conflicts (no extra director pay) .
- Track record and execution: Emerson’s deep operational tenure (former Rocket Mortgage CEO) and role continuity through leadership transitions supports execution stability; 2024 compensation redesign and consultant rotation (Semler Brossy) indicate evolving incentive rigor amid strategic shifts .
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