Rocket Companies, Inc. appointed Varun Krishna as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On July 28, 2023, the Board of Directors of the Company appointed Varun Krishna as Chief Executive Officer, effective September 5, 2023 (the "Transition Effective Date"). Mr. Krishna will replace Bill Emerson, who will cease to be the Company's interim Chief Executive Officer and who will become the Company's President and Chief Operating Officer on the Transition Effective Date. Mr. Emerson will replace Bob Walters, who has notified the Company of his intent to retire from his roles at the Company, effective on the Transition Effective Date.


The Company entered into an offer letter with Mr. Krishna providing for his employment commencing on the Transition Effective Date, with an annual base salary in the amount of $1.25 million and a target bonus of 150% of his base salary for each calendar year (pro-rated at target for the initial year). Mr. Krishna will also receive a one-time signing bonus of $2.0 million promptly following the Transition Effective Date, which must be repaid if he resigns without good reason or is terminated for cause within the first year after he starts. In addition, during March 2024, Mr. Krishna will be eligible to receive a grant of restricted stock units ("RSUs") vesting over three years and performance-based RSUs ("PSUs"), in an aggregate number of shares (at target for the PSUs) based on $16.875 million divided by a 30-day average stock price determined on the Transition Effective Date. The RSUs and PSUs will be subject to the terms and conditions of the Company's Omnibus Incentive Plan and an award agreement. Mr. Krishna's offer letter also provides eligibility for severance benefits in the event he is terminated without cause, or resigns for good reason (as defined in the offer letter), including (i) a lump sum cash payment equal to two times his salary, (ii) 18 months of health benefits, (iii) 12 months accelerated vesting of time-based RSUs and (iv) pro-rated vesting of PSUs (dependent on actual performance). Mr. Krishna has also entered into an employment agreement with the Company, substantially in the form of the publicly filed Executive Employment Agreement, and prior to the Transition Effective Date, will enter into an indemnification agreement with the Company, substantially in the form of the publicly filed Indemnification Agreement.


The foregoing descriptions of the offer letter and the employment agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to the full text of the offer letter and the employment agreement, copies of which will be filed with the quarterly report on form 10-Q of Rocket Companies, Inc. for the period ending September 30, 2023.


Mr. Krishna, age 41, has been Executive Vice President and General Manager of Intuit Inc.'s Consumer Group since May 2022, previously holding the positions of Senior Vice President and General Manager of Growth Products and Senior Vice President and General Manager of Mint, from February 2022 and January 2020, respectively. He joined Intuit in September 2015 as Vice President of Product for Intuit's TurboTax business unit and became Senior Vice President of Product for TurboTax and Mint in August 2019. Prior to Intuit, Mr. Krishna held executive positions at PayPal, Groupon, and BetterWorks after spending some of his early career at Microsoft overseeing a variety of product lines and features. Mr. Krishna holds a Bachelor's degree in Computer Engineering from the University of Waterloo in Canada.


Any changes to Mr. Emerson's compensation for his new role as President and Chief Operating Officer will be determined at a later date.