Matthew Rizik
Rocket CompaniesAbout Matthew Rizik
Matthew Rizik (age 70) has served as a director of Rocket Companies since March 2020. He is Treasurer, Chief Financial Officer and Chief Tax Officer of Rock Holdings Inc. (RHI), and since February 2023, Chief Executive Officer of ROCK (a Dan Gilbert-affiliated entity). He is a Certified Public Accountant with 31+ years as a PwC tax partner prior to joining RHI in 2012; he holds a B.A. in Accounting and an MBA from Michigan State University . He is not an independent director under NYSE rules and chairs both the Compensation Committee and the Nominating and Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rock Holdings Inc. (RHI) | Treasurer, CFO and Chief Tax Officer | 2012–present | Senior leadership in accounting/tax and affiliate governance |
| ROCK | Chief Executive Officer | Appointed Feb 2023–present | CEO of affiliated entity within Dan Gilbert network |
| PricewaterhouseCoopers LLP | Tax Partner | ~31 years (pre-2012) | Served Fortune 500 public companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RHI (Rock Holdings Inc.) | Director | Ongoing | Board overlap with RKT insiders; affiliate of controlling shareholder |
| Bedrock | Board member | Ongoing | Dan Gilbert-controlled affiliate; related-party ecosystem |
| Rocket Mortgage | Board member | Ongoing | Subsidiary board role |
| Cleveland Cavaliers | Board member | Ongoing | Dan Gilbert-controlled affiliate |
| Motown Museum Legacy Council; City Year; Gilbert Family Foundation; Rocket Giving Fund; NF Forward; Rocket Classic | Board/Advisor roles | Ongoing | Non-profit/affiliate ecosystem roles |
Board Governance
- Committee assignments and chairs: Compensation Committee (Chair) and Nominating & Governance Committee (Chair). 2024 meetings: Compensation (8); Nominating & Governance (3) .
- Independence: The board has four independent directors (Mariner, Rampell, Shank, Tellem). Rizik is not independent and is the only non-independent member of the Compensation Committee; RKT is a “controlled company” under NYSE rules and thus not required to have a fully independent comp committee .
- Attendance: The Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all then-current directors attended the 2024 annual meeting .
- Board leadership and executive sessions: Dan Gilbert serves as Chairman; independent directors meet in executive session at least annually, generally presided over by Jonathan Mariner .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $0 | Affiliated directors (including Rizik) do not receive director compensation; Non-Affiliated Directors policy: $75,000 cash retainer . |
| Committee Chair Fees (cash) | $0 | Non-Affiliated Directors policy is $30,000 for committee chairs; not applicable to Rizik . |
| Committee Member Fees (cash) | $0 | Non-Affiliated Directors policy is $15,000; not applicable to Rizik . |
| Meeting Fees (cash) | — | None under policy . |
| Director Equity (RSUs) | $0 | Non-Affiliated Directors receive $215,000 grant-value RSUs; not applicable to Rizik . |
| Consulting Cash | Not disclosed | Company engaged Rizik as a consultant since 2020; compensation provided via consulting arrangement, not director fees . |
Performance Compensation
| Instrument/Metric | Detail | 2024/Outstanding |
|---|---|---|
| Consulting Equity Awards | Aggregate grant date fair value of equity compensation for consulting services in 2024 | $4.7 million |
| Unvested RSUs (as of 12/31/2024) | Count | 276,174 RSUs |
| Stock Options (exercisable within 60 days) | Count | 30,801 options to acquire Class A shares |
| Vesting schedules, strike price, expiration | Not disclosed in proxy for director consulting awards | — |
Note: Non-Affiliated Director RSU vesting: annual grant vests in full by next annual meeting; change-in-control and death/disability accelerations apply. Rizik does not receive Non-Affiliated Director awards .
Other Directorships & Interlocks
| Entity | Nature of Relationship | Potential Interlock/Transactions |
|---|---|---|
| RHI (controlling stockholder pre Up‑C collapse) | Rizik officer/director; Dan Gilbert-controlled | Board overlap with RKT; corporate opportunity waiver and related-party policies disclosed . |
| Bedrock, Cleveland Cavaliers, other Gilbert affiliates | Rizik board roles in affiliates | RKT purchased goods/services from Gilbert affiliates totaling $3.9 million in 2024 . |
| RHI/Rocket Mortgage LOC; RHI/RTIC Debenture | Affiliate financing arrangements | Debenture: $21.5m principal, 8.0% interest; $1.7m interest accrued in 2024; aggregate $28.8m repaid post-12/31/2024; LOC no balances in 2024 . |
Expertise & Qualifications
- CPA; senior leadership in accounting and taxation; extensive Fortune 500 client experience from PwC .
- Governance and finance experience across RHI/ROCK and multiple affiliate boards .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (Class A), shares | 770,441 shares (includes options as noted) |
| Ownership % of Class A (fully exchanged/converted basis) | <1% (indicated by “* Less than one percent”) |
| Options exercisable within 60 days | 30,801 shares via options |
| Unvested RSUs outstanding | 276,174 units (as of 12/31/2024) |
| Shares pledged as collateral | Not disclosed in proxy; Insider Trading Policy restricts/sets guidelines for pledging and prohibits short sales/speculative option transactions . |
Governance Assessment
- Committee leadership and independence: Rizik chairs Compensation and Nominating & Governance while not independent; the Compensation Committee includes two independent directors but is chaired by a non-independent member under the controlled company exemption—this structure may raise investor scrutiny regarding pay-setting objectivity .
- Consulting relationship and equity awards: He is paid as a consultant (not as a director), receiving $4.7m in equity grant-date value in 2024 and holding substantial unvested RSUs/options, which creates a related-party nexus and potential conflict perception while chairing the Compensation Committee. This is a notable red flag in many governance frameworks .
- Board overlap with affiliates: Multiple RHI/affiliate roles (officer/director) and disclosed affiliate transactions (e.g., RHI/RTIC Debenture; purchases from Gilbert affiliates) underscore continued related-party exposure; RKT discloses policies and Audit Committee oversight of related person transactions .
- Attendance/engagement: Board met 5 times in 2024; all directors met the 75%+ attendance threshold; committees met regularly (Compensation 8; Nominating & Governance 3), supporting baseline engagement .
- Shareholder say-on-pay signal: 2024 say‑on‑pay received 99.4% support, indicating broad investor backing for the executive pay program stewarded by the Compensation Committee during the year .
- Risk mitigants: Formal Clawback Policy adopted per NYSE/SEC rules; Insider Trading Policy (pre-clearance, blackout periods, restrictions on short sales/speculative options; hedging allowed only under long-term, pre-cleared conditions) .
RED FLAGS
- Non-independent Compensation Committee Chair with active consulting/equity compensation from the company .
- Extensive affiliate roles and related-party ecosystem transactions (financing arrangements; affiliate services purchases) with oversight mitigants disclosed but inherent conflict potential remains .
- Controlled company status reduces independence requirements (e.g., compensation and nominating committees not required to be fully independent) .
Notes on Director Compensation Framework (Context)
- Non-Affiliated Directors policy (not applicable to Rizik): $75,000 cash retainer; $30,000 committee chair; $15,000 committee member; $215,000 annual RSU; ownership guideline of 5x cash retainer within 5 years. As of 12/31/2024, all Non‑Affiliated Directors on track/compliant. Rizik, as an affiliated director, does not participate in this program .