long post; i know! promise i won't do it again! it was necessary. i see a lot of questions about kaz comp package and many other different things. i thought it'd be good to take a look at it one more time together.
notes before you read it:
a) i personally believe someone like kaz deserves to receive such package.
b) i used gemini's help to write up this
c) i verified all the info
d) if you have any question, please ask. i'll do my best
e) yes, i can still make mistakes
1. Base Salary & Cash Bonus
Annual Base Salary: $1.00 per year.
Annual Cash Bonus: $0 (He is not eligible for annual cash bonuses).
2. Make-Whole Compensation
Designed to offset the unvested equity and compensation he forfeited upon leaving Shopify, these two awards were conditioned on providing documentation verifying the forfeited amount.
Cash Make-Whole Award ($15,000,000):
Vesting & Payout: Single 9-month cliff paid on the first payroll date following June 15, 2026 (9 months from his September 15, 2025 start date), provided continuous service as CEO.
Forfeiture: If he voluntarily resigns without Good Reason or is terminated for Cause before June 15, 2026, the entire cash payment is forfeited. (and we all know this did not happen)
RSU Make-Whole Award (1,580,611 shares):
Vesting Schedule: Fully vests in a single 100% cliff on June 15, 2026.
Forfeiture: Unvested shares are forfeited upon voluntary resignation or termination for Cause prior to the vesting date. (and we all know this did not happen)
3. First Performance-Based Stock Unit (PSU) Award
Award Size: 40,886,344 shares.
Performance Condition: Requires Opendoor’s average closing stock price to equal or exceed $6.24 over a continuous 60-trading-day period preceding or following a vesting date.
Time-Based Vesting Schedule: 5-year timeline starting from the grant date:
Year 1: 20% vests on September 15, 2026.
Years 2–5: The remaining 80% vests in equal quarterly installments over the next 4 years.
Forfeiture: Any unvested tranches are forfeited if continuous employment ends or if the $6.24 performance hurdle is not satisfied within the allowable measurement windows. (yes, even if kaz does not leave the company but fails to deliver, he will receive zero of these shares)
4. Second Performance-Based Stock Unit (PSU) Award
Award Size: 40,886,344 shares.
Structure: Divided into 7 equal tranches (~5.84 million shares each).
Performance Hurdles: Each tranche requires the stock price to hit an average closing price target over a 60-trading-day window:
Tranche 1: $9.00
Tranche 2: $13.00
Tranche 3: $17.00
Tranche 4: $21.00
Tranche 5: $25.00
Tranche 6: $29.00
Tranche 7: $33.00
Time-Based Vesting Schedule:
Tranche 1: Satisfies time-based vesting on the 1st anniversary (September 15, 2026).
Tranches 2–7: Satisfy time-based vesting quarterly over years 2 through 5.
Dual Requirement: Both time-based vesting AND the specific price hurdle must be satisfied for shares to settle.
Forfeiture: Shares in any tranche where performance hurdles are missed within the 5-year window (from which he has only ~4 years left), or where time-based service ends, are permanently forfeited.
there are some more details, but above was the most important part, imo.
https://t.co/SZSeDwzl8U