Shawn Malhotra
Rocket CompaniesAbout Shawn Malhotra
Shawn Malhotra (age 43) is Chief Technology Officer of Rocket Companies, appointed in May 2024. He oversees technology development across the ecosystem with emphasis on accelerating AI initiatives, data science, product engineering, tech operations, and information security; prior roles include Head of Engineering at Thomson Reuters, CTO of Corporate Technology, and senior engineering leadership at Intel, Altera, and Qualcomm. Education: BASc in Computer Engineering (University of Waterloo) and MEng (University of Toronto); credited with five U.S. patents and two published papers . Company performance during 2024 included adjusted revenue of $4.9B (+30% YoY) and adjusted EBITDA of $862M (18% margin vs 2% prior year), alongside scale milestones in servicing and AI-driven efficiency; these underscore execution during his initial tenure and the broader AI-fueled strategy .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Thomson Reuters | Head of Engineering | Sep 2020 – May 2024 | Led engineering at scale; advanced platform modernization and AI adoption |
| Thomson Reuters | CTO, Corporate Technology | Aug 2018 – Sep 2020 | Drove enterprise tech strategy and transformation |
| Thomson Reuters | VP, Toronto Technology Centre | Feb 2017 – Aug 2018 | Built and scaled engineering hub capability |
| Intel Corporation | Site Director, Software Engineering | Aug 2013 – Feb 2017 | Managed site-level engineering operations and product development |
| Altera Corporation | Manager, Software Engineering | 2005 – 2013 | Led software engineering for programmable logic solutions |
| Qualcomm | Software Engineer | 2000 – (early career) | IC/software development foundations |
External Roles
- Patents/publications: Five issued U.S. patents, two published papers .
- No public company directorships disclosed .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary ($) | $700,000 | Set at hire (May 6, 2024) |
| Target bonus (% of salary) | 75% | Increased from 50% to 75% on Aug 26, 2024 after executive officer designation |
| Actual cash bonus ($) | $478,525 | Reflects 139% AIP payout applied to prorated base |
| Sign-on cash bonus ($) | $2,000,000 | Subject to repayment on certain terminations within 12 months |
Performance Compensation
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | 2024 Payout |
|---|---|---|---|---|---|---|
| Adjusted Revenue ($B) | 33% | 3.610 | 4.512 | 5.414 | 4.902 | 143% |
| Adjusted EBITDA ($B) | 33% | 0.321 | 0.534 | 0.748 | 0.862 | 200% |
| Company Scorecard (Exec/Client/Culture) | 33% | — | — | — | — | 73% |
| Total AIP payout | 100% | — | — | — | — | 139% |
- Long-term equity mix: For 2024, CEO/CFO had 50% RSUs + 50% PSUs; other NEOs (including Malhotra) received 100% RSUs only . PSUs metrics (rTSR, refinance market share growth, purchase market share growth) and circuit breaker (positive cumulative adjusted EBITDA over first two years) apply to PSU participants; Malhotra did not receive PSUs in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 140,602 shares (<1%) as of May 20, 2025 |
| 2024 RSU grant | 579,290 RSUs on May 6, 2024; grant value $8,000,000; price $13.81; semi-annual vest over 3 years |
| Vesting schedule | Six equal installments on Nov 6 and May 6 beginning Nov 6, 2024 |
| Unvested RSUs at 12/31/2024 | 482,742 units; market value $5,435,675 (at $11.26) |
| Shares vested in 2024 | 96,548 RSUs; value realized $1,520,631 (incl. dividend equivalents) |
| Stock ownership guidelines | Other NEOs: 3x base salary; 5-year compliance period; NEOs on track as of 12/31/2024 |
| Hedging/pledging | Short sales and derivatives prohibited; long-term hedges require pre-clearance; pledging permitted with restrictions under Insider Trading Policy |
| Clawback | NYSE/SEC-compliant clawback adopted; 3-year recovery window for erroneously awarded incentive comp |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Effective May 6, 2024; base $700,000; initial target bonus 50% then increased to 75% (Aug 26, 2024); RSUs valued at $8,000,000; $2,000,000 sign-on cash bonus |
| Severance (without cause/for good reason) | Cash severance $712,408 (one times base + 12 months health), plus 12 months RSU acceleration; total illustrated value $2,886,669 (includes $2,174,261 accelerated RSUs valued at $11.26) |
| Change-in-control | If awards not continued/assumed, RSUs accelerate; illustrated value $5,435,675 |
| Death/disability | RSU acceleration; illustrated value $5,435,675 |
| Triggers & PSU treatment | PSU pro-rata vesting applies to executives with PSUs; Malhotra’s 2024 awards were RSUs only |
| Restrictive covenants | 18-month non-compete and non-solicit; perpetual confidentiality and non-disparagement |
| Insider trading & 10b5-1 | Quarterly blackout, pre-clearance, cooling-off, and plan limitations per policy |
| Clawback | Recovery of incentive-based compensation upon certain accounting restatements; no indemnification permitted |
Performance & Track Record
- 2024 execution: AI-powered automation saved 1 million hours and drove $40M efficiency; bankers/ops served 54% more clients per team member YoY in Q4 2024; Rocket.com and new mobile apps launched early 2025; affordable purchase products volume more than doubled YoY .
- Servicing expansion: Portfolio to $593B UPB (+17% YoY), with 2.8M clients .
- Governance support for AI strategy: Board added AI/fintech expertise director in 2024; Malhotra’s CTO remit explicitly amplifies AI initiatives .
Compensation Committee Analysis
- Compensation governance includes independent consultants (Korn Ferry in 2024; Semler Brossy starting Oct 2024); robust stock ownership, clawback, risk assessment, and insider trading policies; no option repricing, no excise tax gross-ups, and no dividends on unvested equity .
- Peer group used for benchmarking includes fintech/financial services and consumer platforms (e.g., Adobe, Ally, Airbnb, Block, Discover, Fiserv, Intuit, PayPal, Schwab, Visa, Zillow) .
- Say-on-pay approval: 99.4% at 2024 annual meeting (for 2024 CD&A) .
- Committee composition: Compensation Committee chaired by Matthew Rizik; members include Jonathan Mariner and Nancy Tellem (both independent) .
Compensation Structure Analysis
- Shift to pay-for-performance in 2024: AIP introduced with objective financial metrics (adjusted revenue, adjusted EBITDA) and scorecard; PSUs initiated for CEO/CFO; Malhotra’s awards were 100% RSUs in 2024, indicating retention emphasis rather than performance-linked equity at hire .
- AIP outcomes: Strong overachievement on adjusted revenue and EBITDA drove 139% payout; Malhotra’s actual bonus reflects this .
- Equity cadence and supply: Semi-annual RSU vesting (Nov/May) creates predictable potential selling windows; 96,548 shares vested in 2024 .
Related Party Transactions and Red Flags
- No pledging or related party transactions disclosed for Malhotra; pledging generally discouraged and subject to policy constraints .
- Clawback framework and insider trading controls mitigate governance risk .
- Committee independence: Compensation Committee includes independent members but is chaired by a non-independent director given controlled company status .
Equity Ownership & Alignment — Detail Table
| Metric | Value |
|---|---|
| Shares beneficially owned (Class A) | 140,602 (<1%) |
| Unvested RSUs (12/31/2024) | 482,742; market value $5,435,675 (@ $11.26) |
| 2024 RSU vesting realized | 96,548 shares; $1,520,631 value (incl. dividend equivalents) |
| Ownership guidelines status | NEOs met/on track within 5-year window |
Investment Implications
- Alignment: Cash is modest vs equity; semi-annual RSU vesting and substantial unvested balance imply ongoing alignment but also periodic potential supply; lack of PSUs at hire suggests initial retention priority over explicit long-term performance linkage (CEO/CFO have PSUs) .
- Retention risk: Severance is standard (1x salary + benefits with 12 months RSU acceleration); non-compete/non-solicit at 18 months strengthens retention; sign-on bonus repayment within 12 months further mitigated early departure risk .
- Trading signals: Watch vest dates (Nov/May) and 10b5-1 plan disclosures; 2024 vesting of ~96.5K RSUs indicates cadence going forward; insider policy imposes blackout and pre-clearance .
- Company execution: Strong adjusted revenue/EBITDA momentum in 2024 under the AI strategy may support future PSU adoption for broader executives; monitoring whether Malhotra receives PSUs in 2025+ would indicate increasing performance linkage .