Jonathan Mariner
Rocket CompaniesAbout Jonathan Mariner
Independent director of Rocket Companies (RKT) since March 2020; age 70. He is Audit Committee Chair, a member of the Compensation Committee, and has been designated an SEC “audit committee financial expert.” The Board states he is independent under NYSE rules, and he generally presides over executive sessions of non‑management/independent directors. He is the founder and President of TaxDay, LLC, and a former CPA with an MBA from Harvard Business School and a BA from the University of Virginia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Major League Baseball | EVP & CFO; later Chief Investment Officer | CFO: 2002–2014; CIO: 2015–2016 | Senior finance and investment leadership across MLB |
| The Walt Disney Company | Interim Head of Regional Sports Networks | 2019 | Led RSNs prior to sale to Sinclair |
| Florida Marlins; Florida Panthers; Dolphins Stadium | Chief Financial Officer (each) | Prior to 2002 | Multi‑team sports CFO roles |
| Legacy EJY/Enjoy Technology | Board member; Chief Administrative Officer; Chief People Officer | Board/CAO: 2020–2022; CPO: 2021–2022 | Company filed Chapter 11 on June 30, 2022 (governance context) |
External Roles
| Organization | Role | Public/Private | Committees |
|---|---|---|---|
| Five9, Inc. (FIVN) | Director | Public | Audit Committee member |
| OneStream, Inc. (OS) | Director | Public | Audit Committee member |
| Tyson Foods, Inc. (TSN) | Director (former) | Public | Former public company directorship (2019–2025) |
| Enjoy Technology, Inc. | Director (former) | Public (until 7/2022) | Chapter 11 filed 6/30/2022 |
| McGraw‑Hill Education | Director | Private | — |
| IEX Group, Inc. | Director | Private | — |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Mariner is independent; also independent for Audit and Compensation Committee service under SEC/NYSE rules . |
| Committee assignments | Audit Committee Chair; Compensation Committee member . |
| Financial expert | Audit Committee has three “financial experts,” including Mariner . |
| Meeting cadence (2024) | Board met 5 times; Audit met 6; Compensation met 8; Nominating & Governance met 3 . |
| Attendance | Each director attended ≥75% of Board and applicable committee meetings in 2024; all then‑current directors attended the 2024 annual meeting . |
| Executive sessions | Non‑management/independent directors hold executive sessions; Mariner generally presides . |
| Related‑party oversight | Audit Committee (chaired by Mariner) reviews/approves related person transactions and oversees ERM, internal controls, cybersecurity and data privacy . |
Fixed Compensation
| Component | Company Policy (Non‑Affiliated Directors) | 2024 Amount for Mariner | Notes |
|---|---|---|---|
| Annual cash retainer | $75,000 | Included in total | Paid quarterly . |
| Committee Chair fee | $30,000 (per chair role) | Audit Chair included | Cash fees reflect roles held . |
| Committee member fee | $15,000 (per membership, non‑chair) | Compensation member included | — . |
| Meeting fees | None | N/A | — . |
| Annual RSU grant | $215,000 grant value; vests in full at earlier of 1‑year anniversary or next annual meeting; dividend equivalents paid in cash at settlement; accelerated vesting on certain events | $214,986 stock awards (grant‑date fair value) | Annual grant made on annual meeting date . |
| Total 2024 director comp | — | $334,986 total; $120,000 cash; $214,986 equity | Mix ~36% cash/~64% equity (calc). |
Additional features:
- Non‑Affiliated Director equity/cash cap: $750,000 per fiscal year under the 2020 Omnibus Plan .
- Director stock ownership guideline: 5x annual cash retainer; 5‑year compliance window; as of 12/31/2024, all Non‑Affiliated Directors had met or were on track .
Performance Compensation
- Non‑employee directors do not receive performance‑conditioned awards; annual director RSUs vest based on service as noted above (no performance metrics disclosed for director equity) .
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| Five9 (cloud contact centers), OneStream (enterprise finance software) | No supplier/customer conflicts with Rocket disclosed in proxy; Mariner remains independent under NYSE rules . |
| Tyson Foods (former); Enjoy Technology (former) | Governance‑relevant history: Enjoy filed Chapter 11 in 2022 while Mariner served as director/CAO . |
Expertise & Qualifications
- Former CPA; SEC “audit committee financial expert”; deep finance, accounting, compliance, investment oversight, and technology exposure (TaxDay founder; Enjoy Technology executive) .
- Experience with complex enterprises (MLB, Disney RSNs) and multiple public company boards (current Five9/OneStream; prior Tyson/Enjoy) .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (as of 5/20/2025) | 70,284 shares of Class A common stock; less than 1% of outstanding . |
| Included in beneficial ownership | 15,034 RSUs scheduled to vest within 60 days of 5/20/2025 . |
| Unvested RSUs (12/31/2024) | 15,034 unvested RSUs . |
| Pledging/hedging policy | Short sales and options prohibited; hedging allowed only with minimum six‑month term and pre‑clearance; pledging permitted but subject to policy and responsibility for compliance; directors/officers subject to pre‑clearance and blackout windows . |
| Ownership guideline status | Non‑Affiliated Directors met or are on track to meet 5x retainer guideline within 5 years as of 12/31/2024 . |
Governance Assessment
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Strengths
- Independent director; Audit Chair and designated financial expert; presides over executive sessions—enhances oversight quality and board independence signaling .
- Strong engagement metrics: Board/committee attendance thresholds met; clear committee workload (Audit 6; Comp 8), with Mariner central to audit oversight and auditor independence/ERM .
- Pay alignment for directors emphasizes equity (~$215k RSUs) plus modest cash retainers; ownership guidelines at 5x retainer support alignment .
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Watch‑items / potential red flags (context for investor confidence)
- Controlled company status: Compensation Committee includes a non‑independent chair (Rizik) under NYSE’s controlled company exemptions; however, Mariner is one of the independent members on the committee .
- Corporate opportunity and related‑party ecosystem concentrated around RHI/Dan Gilbert; Audit Committee (chaired by Mariner) oversees related person transactions under an updated policy (Jan 2024) .
- Prior association with Enjoy Technology’s 2022 bankruptcy while serving as director/CAO (reputational consideration, though unrelated to Rocket) .
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Compensation governance signals
- Committee (including Mariner) advanced pay‑for‑performance at the executive level in 2024 (introduced AIP and PSUs; later engaged Semler Brossy as new independent consultant for 2025), with strong 2024 Say‑on‑Pay support (99.4%)—positive for board effectiveness and investor alignment .
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Related‑party exposure (specific to Mariner)
- The proxy’s Related Person Transactions section describes the policy and transactions since 2024; disclosures do not identify Mariner as a participant in related‑party transactions during the covered period .