Suzanne Shank
Rocket CompaniesAbout Suzanne Shank
Independent Class III director of Rocket Companies (RKT) since August 2020; age 63. She is President, CEO and co‑founder of Siebert Williams Shank & Co., LLC (full‑service investment bank) since 2019; previously Chairperson & CEO of Siebert Cisneros Shank & Co., L.L.C., a firm she co‑founded in 1996. She holds a B.S. in Civil Engineering (Georgia Tech) and an MBA (Wharton). The Board has determined she is independent and that she qualifies as an Audit Committee Financial Expert under SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siebert Williams Shank & Co., LLC | President & CEO; Co‑founder | Since 2019 | Leads full‑service investment bank serving Fortune 500 corporates and municipal issuers |
| Siebert Cisneros Shank & Co., L.L.C. | Chairperson & CEO; Co‑founder | Not disclosed (firm co‑founded in 1996) | Built national municipal and corporate underwriting platform |
External Roles
| Organization | Role | Public/Private | Committees/Positions |
|---|---|---|---|
| CMS Energy & Consumers Energy (NYSE: CMS) | Director | Public | Finance (Chair), Audit (Member), Executive (Member) |
| White Mountains Insurance Group, Ltd. (NYSE: WTM) | Director | Public | Finance (Member), Compensation (Member), Nominating & Governance (Member) |
| American Virtual Cloud Technologies (Nasdaq: AVCT) | Director (2017–2020) | Public (prior) | Audit (Member), Nominating (Member) |
| Kresge Foundation; Skillman Foundation; Detroit Regional Chamber (Executive Committee); Partnership for New York City; Spelman College Board of Trustees | Trustee/Director | Private/Non‑profit | Board service and civic leadership |
Board Governance
- Committees: Audit Committee member; Nominating & Governance Committee member. She is not a committee chair at RKT. The Audit Committee met 6 times in 2024; Nominating & Governance met 3 times.
- Independence and expertise: Board determined Ms. Shank is independent; she qualifies as an Audit Committee Financial Expert.
- 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.
- Controlled company context: RKT is a “controlled company” under NYSE rules; Audit Committee is fully independent and reviews related person transactions.
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Shank) |
|---|---|---|
| Annual Board Retainer (Cash) | $75,000 paid quarterly (non‑affiliated directors) [Policy] | $75,000 (included in fees below) |
| Committee Member Fee (Cash) | $15,000 per committee (non‑chair) [Policy] | $30,000 (Audit + Nominating & Governance) |
| Committee Chair Fee (Cash) | $30,000 per chair [Policy] | $0 (not a chair) |
| Meeting Fees | None [Policy] | $0 |
| Annual Equity (RSUs) | $215,000 grant value; vests in full at next annual meeting or 1‑year anniversary; dividend equivalents paid in cash at settlement; accelerates on certain change‑in‑control or death/disability conditions [Policy] | $214,986 grant date fair value |
| Total 2024 Director Compensation | Cash + Stock | $319,986 total; $105,000 cash fees; $214,986 stock awards |
Stock ownership guideline for directors: 5x the annual cash retainer (five‑year compliance window). As of December 31, 2024, all non‑affiliated directors had met or were on track to meet guidelines within the five‑year period.
Performance Compensation
Directors do not receive performance‑based pay at RKT (no bonus, no PSUs, no options for directors under the standard program). Annual equity is time‑based RSUs only.
| Performance‑Linked Element | Applies to Directors? | Notes |
|---|---|---|
| Cash bonus tied to financial/ESG metrics | No | Not part of director pay design |
| Performance Stock Units (PSUs) | No | Director equity is RSUs with time‑based vesting |
| Option awards | No (standard program) | No option grants shown in 2024 director table |
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Implication |
|---|---|---|
| CMS Energy (Finance Chair; Audit, Executive member) | Utility sector; no disclosed commercial ties to RKT | Low direct conflict; financial oversight expertise beneficial |
| White Mountains Insurance | Insurance/financial holding co.; no disclosed ties to RKT | Low direct conflict; finance/comp/governance experience additive |
| RKT Related‑Party Environment | RPTs concentrated with RHI/D. Gilbert affiliates; Audit Committee oversees RPT policy; Ms. Shank not named in RPTs | Independent oversight mitigant; continue monitoring transactions and approvals |
Expertise & Qualifications
- Financial services leader (investment banking; municipal and corporate underwriting) with current CEO role; brings capital markets, risk, and client coverage depth aligned to mortgage/servicing cycles.
- Audit Committee Financial Expert; governance, finance, accounting, and risk oversight across multiple public boards.
- Technical foundation (B.S. Civil Engineering) and MBA (Wharton).
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 87,542 shares of Class A common stock; less than 1% of outstanding shares. Includes 15,034 shares acquirable via RSUs scheduled to vest within 60 days of May 20, 2025. |
| Unvested director RSUs (12/31/2024) | 15,034 unvested RSUs. |
| Pledging/hedging | Company policy discourages speculative transactions; prohibits short sales and derivatives; long‑term hedges permitted with pre‑clearance; pledging permitted with responsibility to avoid policy violations. No pledging by Ms. Shank disclosed. |
| Ownership guideline status | Directors must hold ≥5x cash retainer; all non‑affiliated directors met or are on track within five years. |
Governance Assessment
- Strengths: Independent director with deep capital markets experience and Audit Committee Financial Expert designation; serves on two key committees (Audit; Nominating & Governance) in a controlled‑company context; Board and committees maintained regular cadence (Board 5x; Audit 6x; N&G 3x), and all directors met ≥75% attendance. Director pay uses a standard mix (cash retainer + time‑based RSUs) with stock ownership guidelines to align interests.
- Risks/Watch items: RKT operates as a controlled company with extensive related‑party dealings involving RHI/Dan Gilbert affiliates; however, the fully independent Audit Committee (including Ms. Shank) reviews and approves related‑person transactions under a formal policy. No related‑party transactions involving Ms. Shank were disclosed in the proxy. Continue monitoring any service relationships with entities linked to Ms. Shank’s investment bank; none disclosed.
- Shareholder signals: 2024 say‑on‑pay support was 99.4%, suggesting broad investor confidence in compensation governance (contextual to overall governance climate; she does not sit on the Compensation Committee).