Management and incentives

Rocket Companies, Inc. RKT

Figures as of September 20, 2026Three-pass checked

Rocket paid chief executive Varun Krishna $52.9M for 2025, a year the company reported a net loss of $234M, and the largest piece of his new stock award starts paying at 80 cents on the dollar once cost cuts reach $432M. Both money bars in his cash bonus missed, and a subjective scorecard informed by his own assessment came in at 180% and carried the payout to 115% of target.

Key data

CEOVarun Krishna, in the seat since September 2023

2025 pay as disclosed$52.9M: $1.3M salary, $4.0M cash bonus, $47.0M of stock

Cash bonus weightsAdjusted Revenue 33%, Adjusted EBITDA 33%, subjective scorecard 33%

Cash bonus range0% to 200% of target. Paid 115%

Equity weightsAnnual grant $22.0M, half time-vesting and half performance. Integration grant $25.0M, all performance

Equity payout range0% to 200%, except cost synergies, which runs 0% to 110%

Latest paceFirst half 2026 adjusted EBITDA $1.5B, already above the $1.3B that earned the whole 2025 bonus

Price against the planThe three-year share-return window opened at a $16.23 average and sits at $13.96, a negative absolute return that holds half the annual performance grant to target

Board bar against the street2025 bars of $7.2B revenue and $1.6B profit against analyst marks near $6.3B and $1.1B

Filing anchorDEF 14A filed Apr 29, 2026; 10-K filed Mar 2, 2026; 10-Q filed Aug 7, 2026

RKT · price with moving averages

Daily · 6MWeekly · 3Y

EMAs82140

Source: market data.

What the plan pays him for

Cash bonus metric	What it means	Weight	Threshold / Target / Max	2025 actual	Payout
Adjusted Revenue	All revenue, with the fall in the value of the servicing book added back	33%	$5.8B / $7.2B / $8.6B	$6.9B	89%
Adjusted EBITDA	Profit before interest, tax, depreciation, stock pay, deal costs and servicing marks	33%	$950M / $1.6B / $2.2B	$1.3B	76%
Company scorecard	The committee's grade of Execution, Client and Culture, informed by the chief executive's own assessment	33%	not disclosed	not disclosed	180%
Total		100%			115%

2025 stock award	What it measures	Target value	Measured over	Payout range
Annual restricted units	Time served	$11.0M	3 years	Fixed
Relative share return	Total return against 30 named peers	$5.5M	Jan 2025 to Dec 2027	0% below 30th percentile, 50% at 30th, 100% at 55th, 200% at 85th. Held to 100% if the absolute return is negative
Refinance share growth	Refinance market share gained against 2024	$2.75M	2025 alone, certified late 2026	0% at −5%, 50% at 0%, 100% at +4%, 200% at +10%
Purchase share growth	Purchase market share gained against 2024	$2.75M	2025 alone, certified late 2026	0% at 0%, 100% at +8%, 200% at +16%
Integration cost synergies	Annual cost taken out against a pre-deal baseline	$18.75M	Oct 2025 to Dec 2027	0% below $432M, 80% at $432M, 100% at $540M, 110% at $594M
Integration revenue synergies	Annual new revenue created by the deals	$6.25M	Oct 2025 to Dec 2027	0% below $96M, 60% at $96M, 100% at $160M, 200% at $240M

The last third of the cash bonus is a grade, and the proxy publishes no threshold and no target for it.

Of the $47.0M granted, $25.0M came in one October grant for the two integrations, three quarters of it turning on cost removed from the combined company. Reach $432M of savings and it pays 80%. Run to $594M and it pays 110%. Most plans pay half at the floor and double at the ceiling. This one pays almost everything at the floor and caps the reward for doing better.

What the record shows

Year	Bonus paid	Adjusted Revenue against bar	Adjusted EBITDA against bar	Scorecard	Reported net income
2023	67% of target, discretionary, no pre-set goals	$3.8B, no bar set	$66M, no bar set	none	−$390M
2024	139%	$4.9B against $4.5B, 143%	$862M against $534M, 200%	73%	$636M
2025	115%	$6.9B against $7.2B, 89%	$1.3B against $1.6B, 76%	180%	−$234M

The money bars rose hard. The 2025 revenue bar sat 47% above what the company earned in 2024 and the profit bar 84% above, and the committee raised both again after each acquisition closed. He beat the analysts and missed the board.

The third bucket moved the other way. The year both money metrics cleared target, the scorecard landed below it and pulled the payout down. The year both missed, it landed near its maximum and pushed the payout back up. Two years is not a pattern. It is also the only two years the scorecard has existed.

From reported loss to bonus profit, 2025
Reported net loss	−$234M
Stock pay added back	$341M
Deal costs added back, including severance	$333M
Amortization of the intangibles those deals created	$174M
Fall in the value of the servicing book, the monthly payments Rocket collects on other people's mortgages	$164M
Interest, tax, depreciation, restructuring, other	$503M
Adjusted EBITDA, the number the bonus measured	$1.3B

The profit the bonus measured was not profit. The plan lets the committee cut the bonus in a year the company loses money. The year lost money. The payout came in at exactly the number the formula produced.

What he does next

He cannot buy his way there. Goodwill from the two deals is $10.6B against $23.5B of equity, unsecured borrowings $10.8B, and the company repaid $1.15B of senior notes in the first half.

That leaves cost, and the plan makes it the cheapest thing he can reach. Severance sits inside the deal costs that get added back, so the savings count toward his award and the price of getting them does not. Big combinations have a habit of booking the firing costs as one-time and the savings as forever. Watch that add-back line, $178M in the first half of 2026, against a headcount near 23,500 after a year the company told its committee it grew more than 75%.

Price is the one bar he cannot cut his way to. Announcements are the cheap lever there, and the observable is whether spending moves while they multiply. Capital spending ran $77M in the first half against $61.0B of assets.

Across twelve months and 65 Form 4 filings, no executive officer sold on the open market and nobody bought. Krishna's 295,599 disposed shares were all code F, tax withheld on vesting. The only real selling came from Matthew Rizik, who chairs the compensation committee and whom the proxy states is not independent, 105,000 shares at $19.12 average under a plan set the previous August, against a $13.19 close on Sep 15.

Closing thoughts

They pay him to take cost out of two companies he just finished buying, on a scoreboard that adds back what the buying cost, and four fifths of the biggest piece is earned at the floor. The cash bonus showed what happens when the measured numbers miss: a grade nobody outside the room can audit makes up the difference. The number to follow is whether reported profit ever catches up to the profit the bonus measures.

Methodology

Sector frame: Consumer finance, mortgage origination and servicing; scoreboard metrics are Adjusted Revenue, Adjusted EBITDA, relative shareholder return and acquisition synergies; valuation multiples, price targets and moat durability are omitted as outside this report's lane.

Data gaps: the company scorecard's threshold and target are not disclosed, only the 180% result (DEF 14A, Apr 29, 2026); 2026 bonus and performance-unit goal dollars are not disclosed, since the 2026 proxy reports 2025 pay; no performance-unit cycle has settled yet, so no equity vesting percentage exists to report (DEF 14A, Apr 29, 2026, option exercises and stock vested table shows restricted units only).

Bundle: state/RKT_context.json · Filing anchor: DEF 14A (filed Apr 29, 2026), 10-K FY2025 (filed Mar 2, 2026), 10-Q Q2 2026 (filed Aug 7, 2026).

Sources: Rocket Companies, Inc. (CIK 1805284) DEF 14A filed Apr 29, 2026, May 29, 2025 and Apr 26, 2024, including the payout-scale exhibits published as images inside the Apr 29, 2026 proxy and read directly; Form 10-K for fiscal 2025 filed Mar 2, 2026; Form 10-Q for the quarter ended Jun 30, 2026 filed Aug 7, 2026; 65 Forms 4 filed over the twelve months to Sep 16, 2026, transaction codes read from raw ownership XML; vendor consensus estimates and daily closes pulled Sep 16, 2026, with the Sep 15 close corroborated against a second price source.

Fact check: every plan weight, payout scale, goal and result traced to the named proxy and cross-read against the 10-K and 10-Q reconciliations; the 115% and 139% weighted payouts and the 89% and 76% metric payouts recomputed by linear interpolation from the disclosed scales and tied to the filed figures; the $1.5B gap between adjusted EBITDA and reported net loss footed line by line to the 10-K reconciliation; insider codes verified from raw Form 4 XML rather than the rendered filing; the analyst marks are vendor-compiled and not stated on the plan's adjusted definitions, so the board-bar comparison is directional rather than like-for-like; relative-return standing computed from 90-day average closes as price return excluding dividends and labeled an approximation of the plan's percentile math. Not investment advice. No position held.

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