Jonathan Mildenhall
Rocket CompaniesAbout Jonathan Mildenhall
Jonathan Mildenhall, 57, has served as Rocket Companies’ first Chief Marketing Officer since January 2024, leading a unified brand voice across Rocket’s ecosystem; he previously co-founded TwentyFirstCenturyBrand and held senior marketing roles at Airbnb and Coca-Cola . He holds a Higher National Diploma in Business and Finance (Manchester Metropolitan University), completed Harvard Business School’s Advanced Management Program, and has an Honorary Doctorate in Business Administration (Manchester Metropolitan University) . Company performance during 2024 featured adjusted revenue of $4.9B (+30% YoY) and adjusted EBITDA of $862M (18% margin), underpinning AIP payouts and long-term equity design focused on rTSR and market share growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Airbnb | Chief Marketing Officer | 2014–2018 | Built the first global brand platform, scaling consumer awareness and growth . |
| The Coca-Cola Company | SVP Global Advertising Strategy & Content Excellence | 2007–2013 | Led global advertising strategy and content excellence across the portfolio . |
| The Coca-Cola Company | SVP Integrated Marketing Communication & Design Excellence | 2013–2014 | Drove integrated marketing and design, modernizing brand communications . |
| The Mother Group; TBWA UK Group; DLKW Lowe; Bartle Bogle Hegarty | Various management roles in marketing/advertising | Not disclosed | Led creative and brand-building initiatives across leading agencies . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TwentyFirstCenturyBrand | Co-Founder; Executive Chairman | Since 2018 | Consumer brand strategy consultancy . |
| Sonos, Inc. (Nasdaq: SONO) | Director | Current | Public company board service . |
| Fanatics, Inc. | Director | Current | Private company board service . |
| Peloton Interactive (Nasdaq: PTON) | Director | 2022–2023 | Prior public company directorship . |
| Northern Star Investment Corp. IV (NYSE: NSTD) | Director | 2021–2023 | SPAC board . |
Fixed Compensation
| Component | 2024 Terms | Notes |
|---|---|---|
| Base Salary | $670,000 | Set at hire; effective Jan 8, 2024 . |
| Target Bonus % | 75% of base | Raised from 50% to 75% on Aug 26, 2024; used for 2024 payout calc . |
| Actual Bonus Paid | $685,116 | AIP payout 139% applied to prorated base and 75% target . |
| Sign-on Bonus | $2,015,000 | Inducement; subject to clawback upon certain terminations within 12 months . |
Performance Compensation
Annual Incentive Plan (AIP) – Company Metrics and Payouts (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | 2024 Payout |
|---|---|---|---|---|---|---|
| Adjusted Revenue ($B) | 33% | $3.610 (80% of target) | $4.512 | $5.414 (120% of target) | $4.902 | 143% . |
| Adjusted EBITDA ($B) | 33% | $0.321 (60% of target) | $0.534 | $0.748 (140% of target) | $0.862 | 200% . |
| Company Scorecard (Execution/Client/Culture) | 33% | — | — | — | — | 73% . |
| Total AIP Payout | 100% | — | — | — | — | 139% . |
- Design: 2/3 objective financial metrics (Adjusted Revenue, Adjusted EBITDA) with dynamic market-sized targets; 1/3 subjective scorecard across Execution, Client, Culture .
Long-term Equity Awards (2024 Grant)
| Award Type | Grant Date | Grant Value ($) | Shares (#) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs | Mar 7, 2024 | $7,000,000 | 553,797 | Semiannual over 3 years (Mar 7/Sep 7 starting Sep 7, 2024) | New-hire inducement; no PSUs granted to CMO in 2024 . |
- PSU program overview (company-level): rTSR (50%), Refinance Market Share Growth (40%), Purchase Market Share Growth (10%); 3-year cliff vest; circuit breaker requires positive cumulative adjusted EBITDA over first two years; PSUs granted to CEO and CFO in 2024, not to CMO .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Class A) | 91,684 shares as of May 20, 2025; includes 15,034 RSUs vesting within 60 days . |
| Unvested Equity (12/31/2024) | 461,498 RSUs unvested ($5,196,467 market value at $11.26) . |
| Options | None disclosed for CMO . |
| Stock Ownership Guidelines (NEOs) | 3× base salary; 5-year compliance window; all NEOs met or on track as of 12/31/2024 . |
| Hedging/Pledging Policy | Short sales and derivatives prohibited; hedging permitted ≥6 months and pre-cleared; pledging allowed with strict compliance and pre-clearance . |
| Pledging Status | No pledging by Mildenhall disclosed . |
Employment Terms
| Provision | Terms |
|---|---|
| Start Date | January 8, 2024 (CMO) . |
| Non-Compete/Non-Solicit | 18 months; perpetual NDA and non-disparagement . |
| Severance (Without Cause/Good Reason) | Cash equal to 1× base salary plus 12 months health benefits; 12 months accelerated vesting of time-based RSUs . |
| Change in Control | If awards not continued/assumed, RSUs/PSUs accelerate per plan; quantified values in table below . |
| Clawback Policy | NYSE-compliant recovery of erroneously awarded incentive compensation after restatements; 3-year lookback; no indemnification . |
| 2024 Termination Value Illustrative | Death/Disability: $5,196,467 (equity acceleration); CIC & termination: $5,196,467 (equity) if applicable; Without Cause/Good Reason: $682,408 cash + $2,078,573 (equity acceleration) total $2,760,981 . |
Compensation Structure Notes
- Year-over-year changes: For 2024, Rocket enhanced pay-for-performance via AIP and introduced PSUs (rTSR/market share); CMO received RSUs only in 2024 as a new hire inducement .
- Bonus governance: Dynamic goal setting linked to mortgage market size; maximums require exceptional performance; scorecard payout below target at 73% .
- Say-on-pay: 99.4% approval at 2024 meeting, supporting program design changes .
Performance & Track Record Highlights
- Strategic initiatives: Foundational brand transformation work completed in 2024; 2025 brand refresh and “Own the Dream” Super Bowl campaign; launch of Rocket.com and new mobile apps integrating search, mortgage, financing .
- Operational context: AI-driven automation saved 1M hours and drove $40M efficiency gains; improved per-FTE client servicing by 54% YoY in Q4’24 .
Compensation Peer Group (Program Benchmarking)
| Notable Peers | Rationale |
|---|---|
| Adobe, Airbnb, Block, Discover, Fiserv, Intuit, PayPal, PennyMac, ServiceNow, SoFi, Schwab, Western Union, Visa, Zillow, ICE, eBay, Expedia, Ally, Interactive Brokers, Fidelity National Information Services | Fintech/consumer finance/scale and brand presence; revenue 0.25×–4× Rocket . |
Risk Indicators & Red Flags
- Large sign-on cash bonus ($2.015M) creates near-term retention hooks but adds fixed cash risk if performance weakens; repayment triggers if early voluntary departure or termination for cause within 12 months .
- Hedging/pledging allowed only under strict policy controls; no individual pledging disclosed for Mildenhall .
- Equity acceleration terms (12 months for RSUs on certain separations) may contribute to selling pressure as semiannual vesting occurs (Mar/Sep cycles) .
Equity Vesting Calendar (CMO 2024 Awards)
- RSUs: Six equal semiannual installments on each Mar 7 and Sep 7, beginning Sep 7, 2024 (through Sep 2027) .
- Dividend equivalents: Accrued and paid in cash at settlement on vested RSUs; no dividends on unvested RSUs .
Investment Implications
- Pay-for-performance alignment: CMO variable pay is tied to rigorous AIP metrics; long-term equity for 2024 is RSU-only, creating retention through semiannual vesting but less performance sensitivity than PSUs granted to CEO/CFO .
- Insider selling pressure: Expect predictable semiannual RSU settlements (Mar/Sep); monitor Form 4 activity around vest dates and blackout windows for potential supply overhang .
- Retention and change-of-control: Severance (1× base + health) and 12-month RSU acceleration provide downside protection; PSUs not applicable to CMO in 2024, reducing CIC windfall sensitivity versus CEO/CFO .
- Ownership alignment: Beneficial ownership is modest relative to outstanding shares but stock ownership guidelines (3× salary) and five-year compliance period support alignment; no pledging disclosed .
- Execution risk: Brand transformation and integrated platform rollout materially depend on sustained purchase/share gains; AIP scorecard payout below target (73%) signals execution runway despite strong financial metrics in 2024 .