Dan Gilbert
Rocket CompaniesAbout Dan Gilbert
Dan Gilbert, age 63, is the Founder and Chairman of Rocket Mortgage and has served as Chairman of Rocket Companies’ Board since March 2020; he previously served as CEO of Rocket Mortgage from 1985 to 2002 and holds a B.A. from Michigan State University and a J.D. from Wayne State University . He is not an independent director and currently has no committee assignments at RKT; he is the non‑executive Chairman of the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rocket Mortgage (subsidiary) | Founder; Chairman; former CEO | Chairman since 1985; CEO 1985–2002 | Pioneered digitization of mortgages; created ISMs cultural principles |
| Rock Holdings Inc. (RHI) | Majority owner; Chairman of Board; CEO & President | Chairman since 2002; CEO/President since Mar 2023 | Controls principal stockholder of RKT (pre Up‑C Collapse) |
| Bedrock Management Services LLC | Majority shareholder and founder | Not stated (ongoing) | Led investments in 100+ properties, >18M sq ft in Detroit/Cleveland |
| Cleveland Cavaliers (NBA) | Majority owner; operator of Rocket Arena | Not stated (ongoing) | Brand/naming synergies with RKT; arena naming rights arrangement with RKT |
| StockX | Co‑founder; largest shareholder | Co‑founded Feb 2016 (ongoing) | Founder of the “stock market of things” marketplace |
External Roles
| Company/Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Other public company boards | None | — | RKT proxy lists “Current service on other public company boards: None” for Dan Gilbert |
| Cleveland Cavaliers | Majority owner | Private | Arena naming rights agreement with RKT (see Related Party Transactions) |
| Bedrock | Majority shareholder and founder | Private | RKT leases real estate/parking from Bedrock affiliates (see Related Party Transactions) |
| StockX | Co‑founder; largest shareholder | Private | — |
Board Governance
- Role and independence: Chairman of the Board; not independent; no committee memberships .
- Board structure: RKT is a controlled company; four independent directors serve (Mariner, Rampell, Shank, Tellem); Audit Committee is fully independent (Mariner Chair), while Compensation Committee includes a non‑independent chair (Rizik) under controlled company exemptions .
- Meetings and attendance: The Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non‑management directors hold executive sessions; independent directors meet in executive session at least once per year, generally presided over by Jonathan Mariner .
- Lead Independent Director: The Board may appoint a lead independent director if RKT ceases to be a controlled company; none currently mandated .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee Fees ($) | Equity (RSUs) ($ grant date FV) | Total ($) |
|---|---|---|---|---|
| 2024 | 0 | 0 | 0 | 0 |
- Affiliated directors (including Dan Gilbert) do not receive compensation for service as RKT directors under the policy; non‑affiliated directors receive a $75,000 cash retainer and $215,000 in RSUs, with additional fees for committee roles .
Performance Compensation (Director)
| Component | Structure | 2024 Status for Dan Gilbert |
|---|---|---|
| Annual equity tied to performance | Not applicable to directors; non‑affiliated directors receive time‑based RSUs vesting by next AGM | No equity awards received |
| Bonus/short‑term incentives | Not applicable to directors | None |
Other Directorships & Interlocks
| Entity | Nature of Relationship | Governance/Conflict Note |
|---|---|---|
| Rock Holdings Inc. (RHI) | Dan is majority owner; CEO & President; Chair of RHI board | RHI was principal stockholder; significant related‑party relationships (see below) |
| Bedrock affiliates | Dan is majority shareholder and founder | RKT leases real estate and parking from Bedrock (significant annual payments) |
| Cleveland Cavaliers | Dan is majority owner; operator of Rocket Arena | RKT pays arena naming rights fees |
| Jennifer Gilbert (spouse) | RKT director; RHI director | Family relationship on the Board; committee member on Nominating & Governance |
Expertise & Qualifications
- Founder‑operator with 40 years of mortgage industry leadership; architected digitization of mortgages and RKT’s ISMs (cultural operating system) .
- Deep ecosystem ties in technology, real estate, sports, and community initiatives (Bedrock, Cavaliers, StockX, foundations) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Class D common stock beneficially owned (record/beneficial) | 1,848,879,483 shares | Beneficial owner with shared control over RHI‑held securities; equal Holdings Units paired pre Up‑C Collapse |
| Combined voting power (as of record date) | 1.4% | Due to Voting Limitation: RHI’s Class D aggregate voting capped at 79%; Dan’s Class D retained 10 votes per share equating to 1.4% of total voting power; Class A represents 21% |
| Beneficially owned Class A on fully exchanged/converted basis | 1,848,879,483 (92.4%) | Based on proxy ownership table methodology and footnotes |
- Hedging/pledging policy: Company policy prohibits short sales and derivatives; long‑term hedging may be permitted with pre‑clearance; pledging is allowed with caution; applies to directors .
- Up‑C Collapse: Following the Up‑C Collapse, Dan and other RHI holders will receive one‑vote Class L common stock subject to lock‑ups (no transfers before first anniversary; 50% lock‑up until second anniversary); RKT expects Dan to retain more than a majority of combined voting power after completing Up‑C Collapse and Redfin/Mr. Cooper acquisitions .
Related Party Transactions (Conflict Analysis)
| Counterparty | Nature | 2024 Amount | Notes/Oversight |
|---|---|---|---|
| Bedrock & affiliates | Real estate leases (HQ and other offices), CAM, utilities, maintenance | $73.5 million cash paid | Tenant improvement reimbursement received: $1.1 million; future renewals reviewed under RPT policy |
| Bedrock (parking) | Additional parking rights | $14.8 million cash paid | Separate from lease agreements |
| Cleveland Cavaliers entities | Arena naming rights agreement | $11.1 million cash paid | Agreement through 2034 |
| RHI and other affiliates (services received) | Consulting, security, data, professional services, design/events | $21.2 million paid (fees + OOP costs) | Includes Rock Security, Sift, Pophouse, Bedrock; ongoing |
| RHI and other affiliates (services provided by RKT) | Tech/IT, HR, legal, analytics, procurement, accounting, marketing, telemarketing | $6.1 million fees charged; $12.4 million net pass‑through costs charged | Cost‑plus arrangements; significant pass‑throughs (mostly payroll/benefits) |
| Rocket Community Fund | Intercompany services funding for charitable activities | $13.3 million paid | Community initiatives |
| RHI/Rocket Mortgage | Uncommitted unsecured line of credit | Up to $2.0 billion facility; matures July 27, 2025 | Used periodically; discretionary advances by RHI |
| Corporate opportunity waiver | Certificate of Incorporation renounces corporate opportunities in favor of RHI Parties (shifts post Up‑C to RHI II) | — | Audit Committee reviews related person transactions; waiver persists via letter agreement post Up‑C |
RED FLAGS: Significant recurring related‑party payments to Bedrock and Cavaliers; services to/from RHI affiliates; large intra‑group credit facility; corporate opportunity renunciation; controlled‑company exemptions yielding a non‑independent Compensation Committee chair .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 99.4% of votes cast were “FOR” NEO compensation; compensation program enhancements added PSUs and metrics‑based AIP in 2024 .
- Investor engagement: In 2024, RKT met with holders of ~50% of stock and ~100 funds; attended nine investor conferences; updates shared with Board .
Governance Assessment
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Strengths and alignment
- Founder‑led strategic oversight with deep mortgage and tech innovation pedigree; Board includes four independent directors and a fully independent Audit Committee chaired by an audit committee financial expert .
- Robust insider trading policy (pre‑clearance, blackout windows); clawback policy compliant with NYSE/SEC rules; director stock ownership guidelines apply to non‑affiliated directors (5x cash retainer) .
- Board met regularly with strong attendance; non‑management and independent executive sessions conducted .
-
Risks and potential conflicts impacting investor confidence
- Controlled‑company status with concentrated voting control and family ties on the Board; Compensation Committee chaired by a non‑independent director under controlled‑company exemptions .
- Extensive related‑party transactions with entities controlled by Dan Gilbert (real estate, parking, arena naming, services, intercompany credit), creating ongoing conflict‑management demands despite Audit Committee oversight .
- Corporate opportunity waiver favoring RHI (transitioning to RHI II post Up‑C), which can limit RKT’s claim to overlapping opportunities; persists post restructuring via letter agreement .
Overall, governance quality reflects a founder‑controlled structure with strong audit oversight but material related‑party exposure; investors should monitor execution of the Up‑C Collapse (lock‑ups and one‑share‑one‑vote Class L), committee independence evolution, and the scale/terms of affiliate transactions to assess alignment and mitigate conflict risks .