Brian Brown
Rocket CompaniesAbout Brian Brown
Brian Brown is Chief Financial Officer and Treasurer of Rocket Companies, serving since November 2022; he has been with Rocket since June 2014 and is 46 years old with a Bachelor’s in Accounting from Wayne State University . In 2024, Rocket delivered adjusted revenue of $4.9 billion (+30% YoY) and adjusted EBITDA of $862 million (18% margin), with relative TSR ranking at the 69th percentile for the year, contextualizing his pay-for-performance alignment . Brown’s remit includes accounting, finance, treasury, tax, investor relations, procurement, and oversight of internal audit, and he also serves as Treasurer of Rocket Mortgage, LLC .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rocket Companies, Inc. | Chief Accounting Officer | Aug 2020 – Nov 2022 | Led accounting, finance, treasury, and procurement through public company transition; prepared for CFO role . |
| Rocket Mortgage, LLC | SVP Accounting & Finance | 2014 – 2020 | Built capital markets/accounting capabilities; supported mortgage banking operations . |
External Roles
| Organization | Role | Duration | Strategic Impact |
|---|---|---|---|
| Ernst & Young | Senior Manager | 8 years | Served financial services and mortgage banking clients; deep audit/reporting expertise . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $325,000 | $500,000 | $700,000 (raised mid-’24; retroactive for AIP) |
| Target Bonus (% of Base) | — | 75% (raised in 2023) | 100% (set Aug 2024) |
| Actual Cash Bonus ($) | $466,500 (discretionary) | $250,000 (discretionary) | $973,000 (AIP payout 139%) |
Notes:
- 2024 AIP replaced prior discretionary bonus program and paid at 139% of target for all NEOs .
- 2024 salary increased from $650,000 (Jan) to $700,000 (Aug) reflecting added corporate strategy & development responsibility; AIP payout used $700,000 for full-year calc .
Performance Compensation
2024 Annual Incentive Plan (AIP)
| Metric | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted Revenue ($B) | 33% | 3.610 (80% of target) | 4.512 | 5.414 (120%) | 4.902 | 143% |
| Adjusted EBITDA ($B) | 33% | 0.321 (60%) | 0.534 | 0.748 (140%) | 0.862 | 200% |
| Company Scorecard (Execution/Client/Culture) | 33% | — | — | — | — | 73% |
| Total AIP Payout | 100% | — | — | — | — | 139% |
Design notes:
- Two-thirds of AIP tied to objective financials; one-third via scorecard; payout range 0–200% per metric .
2024 Long-Term Equity Awards (granted March 8, 2024)
| Award Type | Grant Value ($) | Shares (#) | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs | $2,500,000 | 196,540 | 6 equal semiannual tranches on Mar 8/Sep 8, starting Sep 8, 2024 | Time-based |
| PSUs (Target) | $2,500,000 | 196,540 | Cliff after 3-year period (2024–2026) | 50% rTSR; 40% Refi market share growth; 10% Purchase market share growth; EBITDA “circuit breaker” must be >0 over first two years |
PSU metric allocation (target shares):
- rTSR: 98,270
- Refinance Market Share Growth: 78,616
- Purchase Market Share Growth: 19,654
2025 plan update (context): PSU design simplified to single-year market-share goals (equal 25% weight for refi & purchase) while maintaining 50% rTSR; participation broadened (applies company-wide, not just CFO) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 473,693 Class A shares; includes 92,402 options exercisable within 60 days . |
| Ownership % of Outstanding | Less than 1% . |
| Outstanding Unvested RSUs (12/31/2024) | 163,784 ($1,844,208 at $11.26/share) . |
| Outstanding Unearned PSUs (12/31/2024) | 147,405 ($1,659,780 at $11.26/share; assumed target) . |
| Options (Exercisable) | 92,402 @ $18.00 strike; expires 8/5/2030 (out-of-the-money vs $11.26 on 12/31/2024) . |
| Stock Ownership Guidelines | NEOs: 3× base salary; compliance period 5 years; all NEOs met or were on track as of 12/31/2024 . |
| Hedging/Pledging | Hedging discouraged; long-term hedges permissible with pre-clearance; pledging/margin permitted with strict compliance; 10b5-1 plans allowed with cooling-off/pre-clearance . |
| Clawback Policy | NYSE-compliant recovery of incentive-based comp for restatements; 3-year lookback; no indemnification allowed . |
| Pledging Disclosure | No pledging by Brian Brown disclosed in the proxy . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Amended in 2022 upon promotion to CFO; no cash severance or CIC cash benefits for Brian . |
| Restrictive Covenants | Non-compete 18 months; non-solicit 18 months (employees/customers/vendors); confidentiality and non-disparagement perpetual . |
| Change-in-Control (Equity) | Double-trigger acceleration: RSUs vest if terminated without cause/for good reason within 18 months or awards not assumed; PSUs vest for earned portion (or at target if undetermined); death/disability rules apply per award agreements . |
| Perquisites & Tax Gross-ups | 2024 perqs included tickets/gifts; tax gross-up $7,111 on certain benefits . |
Potential Payments (December 31, 2024 assumptions)
| Scenario | Severance Cash | Equity Acceleration | Total |
|---|---|---|---|
| Death or Disability | — | $4,224,381 | $4,224,381 |
| CIC + Termination (Good Reason/Without Cause) | — | $5,699,741 | $5,699,741 |
| Termination Without Cause (No CIC) | — | — | — (no contractual cash severance) |
Valuation uses $11.26 share price at 12/31/2024; PSUs assumed at target for illustration .
Performance & Track Record
- 2024 operating results: Adjusted revenue $4.9B (+30% YoY), adjusted EBITDA $862M (18% margin), adjusted diluted EPS of $0.23; origination volume +~30%, servicing UPB to $593B (+17%) .
- Strategic initiatives: Implemented AI-driven mortgage automation (1M hours saved; $40M efficiency gains), increased per-employee client throughput by 54% YoY in Q4 2024 .
- Market-share focus: Enhanced purchase market-share; launched affordability products (One+, RateBreak) .
- Relative TSR: Company-selected metric; 2024 relative TSR at 69th percentile, with rTSR PSUs capped at 100% if absolute TSR negative .
- Macro execution risks: Interest rate, affordability, and capital markets headwinds monitored by Board/Audit; strategic acquisitions announced (Redfin, Mr. Cooper) to scale origination-servicing flywheel .
Compensation Structure Analysis
- Shift to performance equity: 2024 introduced PSUs (50% of equity value for CFO) versus prior 100% RSUs; metrics emphasize rTSR and market-share growth with EBITDA circuit breaker—strong pay-for-performance intent .
- Increased at-risk cash: Transitioned from discretionary bonuses to metric-based AIP (objective financials + scorecard) .
- Cash/equity mix: Brian’s grant-date stock awards rose from $2.25M (2023) to $5.54M (2024), with AIP payout at 139% reflecting performance over target .
- Governance safeguards: Ownership guidelines (3× salary), clawback adoption, independent consultants (Korn Ferry in 2024; Semler Brossy in 2025), robust insider trading policy .
Say-on-Pay & Peer Group
- Say-on-Pay support: 99.4% FOR approval at 2024 annual meeting—strong shareholder endorsement of pay program .
- Peer group & benchmarking: Fintech/consumer financials/marketplaces; used for pay levels/mix; not formulaic .
Equity Grants & Vesting Detail
| Date | Type | Shares | Grant Date Fair Value ($) | Vesting Dates |
|---|---|---|---|---|
| 3/8/2024 | RSU | 196,540 | 2,499,989 | Semiannual on Mar 8/Sep 8; first vest Sep 8, 2024 |
| 3/8/2024 | PSU (Target) | 196,540 | 3,040,474 (rTSR Monte Carlo; market-share at target service inception) | Single cliff vest after 3 years; payout 0–200% per metric with EBITDA circuit breaker |
Named Executive Officer Compensation (Brian Brown)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $325,000 | $500,000 | $667,486 |
| Bonus (Discretionary) | $466,500 | $250,000 | — |
| Stock Awards (Grant-date fair value) | $3,044,233 | $2,250,003 | $5,540,463 |
| Non-Equity Incentive (AIP) | — | — | $973,000 |
| All Other Compensation | $5,998 | $18,036* | $29,660 |
| Total | $3,841,731 | $3,018,039 | $7,210,609 |
*Revised per proxy for timing of perquisite payments .
Employment Terms
| Element | Key Terms |
|---|---|
| Non-Compete | 18 months |
| Non-Solicit | 18 months (employees/customers/vendors) |
| Confidentiality | Perpetual |
| Non-Disparagement | Perpetual |
| Severance (No CIC) | None (no contractual cash severance) |
| CIC Equity | Double-trigger acceleration for RSUs/PSUs per award agreements |
Investment Implications
- Alignment: CFO pay is heavily performance-linked via AIP and PSUs tied to rTSR and market-share growth, with an EBITDA circuit breaker—supports shareholder value creation incentives .
- Retention risk: Absence of contractual cash severance for CFO suggests retention relies on unvested RSUs/PSUs and career upside; double-trigger equity protection mitigates CIC transition risk .
- Selling pressure: Options are out-of-the-money at year-end 2024 ($18 strike vs $11.26), reducing near-term exercise/sell pressure; RSU/PSU schedules create predictable vesting supply .
- Governance signals: Strong say-on-pay approval (99.4%) and ownership guidelines/clawback enhance confidence; modest tax gross-ups present but limited in scope .
- Strategic execution: 2024 performance momentum (Adj. Rev/EBITDA) and AI efficiency gains elevate execution credibility; upcoming acquisitions (Redfin, Mr. Cooper) expand scale but add integration and macro rate risks that finance must navigate .