Rocket Companies, Inc. (RKT)
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AGM 2024

Jun 18, 2024

Varun Krishna
President, CEO, and Director, Rocket Companies

Good afternoon. It's great to be here. The 2024 Annual Meeting of Stockholders of Rocket Companies, Inc. is hereby called to order. My name is Varun Krishna. I'm the Chief Executive Officer and a Director of the company. It is my pleasure to welcome all of you to our 2024 annual meeting. I will act as chair of this meeting. Tina John, our Executive Legal Counsel and Secretary, will act as secretary. I am very pleased to introduce the current members of our board who are present virtually today, in addition to myself, Dan and Jennifer Gilbert, Jonathan Mariner, Alex Rampell, Matthew Rizik, Suzanne Shank, Nancy Tellem, and Bill Emerson, who is also our President and Chief Operating Officer. Also with us today is Brian Brown, our Chief Financial Officer and Treasurer.

Ronald Gentz, a partner at our independent accounting firm, Ernst & Young, is also present. We ask that everyone abide by the rules of conduct for the meeting, which are available on the virtual meeting website. The rules of conduct are designed to allow us to conduct an orderly meeting in fairness to all stockholders. Before we proceed any further, Tina will report out on the mailing of the notice of meeting and the existence of a quorum.

Tina V. John
Executive Legal Counsel and Secretary, Rocket Companies

Thank you, Varun. All stockholders of record at the close of business on April 22, 2024, are entitled to vote at this meeting. I have the certified list of stockholders entitled to vote at this meeting and the affidavit of distribution establishing that notice of this meeting was duly given. A copy of the notice of meeting, proxy card, proxy statement, notice of internet availability, and affidavit of distribution will be filed in our corporate records with the minutes of this meeting. John Alowa of American Election Services has been appointed as Inspector of Elections for this meeting. Mr. Holiwa has been sworn in, and a copy of his oath will also be filed in our corporate records.

Holders of a majority of the voting power of all shares of common stock outstanding on the record date and entitled to vote are present by remote communication or represented by proxy at this meeting. Therefore, a quorum is present, and this meeting is duly and lawfully convened. We may proceed with the business of the meeting.

Varun Krishna
President, CEO, and Director, Rocket Companies

Thank you, Tina. The time is now 1:02, and voting for all proposals is now open. If you have already sent in your proxy card or voting instruction card, or voted by internet or telephone, your shares will be voted accordingly. You do not need to vote today unless you are voting for the first time or want to change your previous vote. Any stockholder who is logged on using your 16-digit control number and wants to vote during this meeting or wants to change a prior vote, may now do so by using the voting buttons on the virtual meeting website. The polls will close after the presentation of the last proposal. Please submit any questions about the proposals set forth in the agenda in the field provided on the virtual meeting website.

We will answer questions related to the proposals in accordance with the rules of conduct of this meeting, if they are received before the voting is closed. After the polls close, we will announce the preliminary results of today's meeting. Following the conclusion of the formal business, I will give a business update, and we will respond to appropriate questions relevant to the company from stockholders, excluding matters relating to the proposals for the meeting. Please submit any general questions in the field provided on the virtual meeting website at any time during this call. We have four matters to be acted upon today. At this meeting, you will be asked to, 1, elect 3 Class One directors to our board, each for a 3-year term. 2, ratify the appointment of Ernst & Young, LLP, as our independent registered public accounting firm for 2024.

Three, approve, on an advisory basis, the compensation of our named executive officers. And four, approve the amendment to our certificate of incorporation to provide officer exculpation as permitted under Delaware law. The first proposal is the election of three Class One directors, each to serve for a three-year term until a successor has been duly elected and qualified, or until such director's early resignation, retirement, or other termination of service. The board has nominated Bill Emerson, Jennifer Gilbert, and Jonathan Mariner. Since no stockholder has provided notice of director nominations for this meeting, in accordance with our bylaws, the nominations are closed. You can read a short biography of each nominee in the company's proxy statement.

In renominating these three individuals, the board and the Nominating and Governance Committee chose directors that the board believes have an appropriate balance of knowledge, experience, attributes, skills, and expertise individually and together with the continuing directors on the board, to ensure that the board appropriately fulfills its oversight responsibilities and acts in the best interest of stockholders and the company. The board recommends that you vote for each nominee for director. The second item of business is the ratification of Ernst & Young, LLP, to serve as our independent registered public accounting firm for the year ending December 31, 2024. The board recommends you vote for this proposal.

Ronald Gentz of Ernst & Young is present at this meeting and available to respond to appropriate questions from stockholders. The third item of business is the approval of the advisory vote on the compensation of our named executive officers pursuant to the following resolution. Resolved that the company's stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the company's proxy statement for the 2024 annual meeting of stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the summary compensation table for 2023, 2022, and 2021, and the other related tables and disclosure. This item has been covered in depth in the proxy statement. The board recommends you vote for this proposal.

The fourth item of business is the approval of the amendment to our certificate of incorporation to provide officer exculpation as permitted under Delaware law. This item has been covered in depth in the proxy statement. The board recommends you vote for this proposal. We will now pause for any questions from our stockholders on any of these proposals. Tina, have we received any questions?

Tina V. John
Executive Legal Counsel and Secretary, Rocket Companies

No. No questions were received on these proposals.

Varun Krishna
President, CEO, and Director, Rocket Companies

Thank you. The time is now 1:07, and the polls for each proposal are now closed. I will turn the meeting back to Tina to provide the preliminary voting results.

Tina V. John
Executive Legal Counsel and Secretary, Rocket Companies

Thank you, Varun. The votes have been counted, and the preliminary report of the Inspector of Election has been provided to me. Based on the preliminary vote totals, each of Bill Emerson, Jennifer Gilbert, and Jonathan Mariner has been elected as a Class One director. The proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024 has been approved. The advisory vote on the compensation of our named executive officers has been approved, and the amendment to our certificate of incorporation to provide officer exculpation as permitted under Delaware law has been approved. The Inspector of Elections will confirm the final vote count, and we will file the inspector's report in our corporate records with the minutes of this meeting.

In addition, we intend to include the final voting results in a current report on Form 8-K, filed with the SEC within four business days.

Varun Krishna
President, CEO, and Director, Rocket Companies

The formal business to be conducted at this meeting is now complete, and the annual meeting is adjourned. Tina will now provide some further remarks, following which I will give a brief presentation, and we will conclude with a question and answer period.

Tina V. John
Executive Legal Counsel and Secretary, Rocket Companies

Before Varun begins, I want to remind you that any person speaking on behalf of Rocket Companies may make forward-looking statements. For more information about factors that may cause actual results to differ materially from forward-looking statements, please refer to the risks described in our filings with the SEC, particularly in the section of these documents titled Risk Factors. The commentary today may also include non-GAAP financial measures. Reconciliations between GAAP and non-GAAP metrics can be found in our earnings releases, as well as in other financial filings with the SEC, all of which are available on our investor relations website at ir.rocketcompanies.com. I now turn the meeting back to Varun.

Varun Krishna
President, CEO, and Director, Rocket Companies

It's great to be joining you for my first annual shareholder meeting as CEO and board member of Rocket Companies. I want to start by thanking you for your support. Reflecting on the last nine months, I am beyond proud of our team's accomplishments. We have repositioned our organization, redefined our mission and strategy, and set clear priorities, all while executing at an incredible level. We are operating with focus, momentum, and a lean, competitive edge like never before. We've assembled an unrivaled leadership team, with key leaders stepping into expanded roles and new leaders joining us, including our first Chief Marketing Officer, Jonathan Mildenhall, our first Chief Technology Officer, Shawn Malhotra, our new Chief People and Places Officer, Glenn McGillivray, and our newest board member, AI thought leader, Alex Rampell.

We're investing in the best talent, cutting-edge technology, and we are elevating our brand to build a durable growth business for the long term. We are just at the beginning of our journey, and we're extremely excited by what we will accomplish together. Rocket is uniquely positioned to revolutionize the homeownership experience with our integrated end-to-end home buying ecosystem. Our total addressable market is the massive $5 trillion home buying industry. Mortgage origination alone is a roughly $2 trillion market and remains highly fragmented, with the top 10 lenders making less than 40% of originations in 2023. We have demonstrated a track record of consistent purchase and refinance market share gains, and we have the assets, talent, and strategy to lead in this winner-takes-all space. Our mission is to help everyone home.

Rocket supports every step of the home buying journey, from financial wellness and preparing to purchase a home, to buying, selling, and listing homes, to refinancing, title work, and servicing. For the overwhelming majority of the country, homeownership symbolizes the American dream, providing stability, security, and a means of building intergenerational wealth. Yet, the home buying process is stressful, costly, and fraught with friction. At Rocket, we exist to redefine and modernize the entire homeownership experience... Rocket has always been at the forefront of technology and innovation. For years, we've been investing in and embracing AI, and yet we are still just scratching the surface of our potential. Our AI-driven strategy is built on incredibly strong data and a technology foundation, which includes 10 PB of data, 65 million call logs, and billions of AI-driven interactions. Our proprietary AI technology platform, Rocket Logic, powers client interactions and backend processing.

Tools like Rocket Logic Assistant, Rocket Logic Docs, and Rocket Logic Synopsis streamline and automate processes, saving hundreds of thousands of hours of manual work for our team members. For example, from August 2023 to February 2024, we reduced turn times and manual touches by 25%. AI is driving positive impact across the board at Rocket. By deploying AI and automation, we've improved operational efficiency, speed, and accuracy, allowing our team members to serve clients like never before. Looking ahead, we plan to accelerate our pace of execution, and AI will underpin our growth in market share, revenue, and profitability at scale. Over the long term, our goal is to fundamentally change homeownership forever and, in doing so, create long-term shareholder value. Thank you for joining us on this journey.

With that, I will turn it back over to Tina for the general Q&A portion of today's meeting.

Tina V. John
Executive Legal Counsel and Secretary, Rocket Companies

Thank you, Varun. We've received two questions. The first question: How should we think about AI in the mortgage space, and what can AI do for Rocket?

Varun Krishna
President, CEO, and Director, Rocket Companies

Thank you for the question. Well, the reason that we're obsessed with AI is because we believe it brings three transformative benefits to our business. The first is efficiency. It allows us to serve more clients by automating the mundane. The second is speed and velocity, which allows us to allow our clients to be more competitive by creating certainty and value when it matters most. And the third is experience, the ability to personalize and delight our clients on what is an incredibly emotional journey. We're in the earliest days of the AI revolution, and we firmly believe the best is yet to come. AI is the most strategic imperative across the company.

We're constantly launching new features and experiences every week, and the Rocket Logic Platform has now extended to every part of the journey, from the digital experience that clients interact with, to how we interact on the phone, to document management, extraction, income verification, underwriting, and servicing. We've seen some incredible results from the number of hours that we've saved, to the ability to resolve calls faster, to the increase in turn times, to significant improvements in accuracy. This technology is an incredibly strong fit for who we are and what we do, and we're excited to continue to invest.

Tina V. John
Executive Legal Counsel and Secretary, Rocket Companies

Great, thank you. One final question, Varun. Can you talk a little about the organization and the new leadership?

Varun Krishna
President, CEO, and Director, Rocket Companies

Yes, thank you for the question. I would say that we have had a tremendous leadership team that has been together for some time, and as a part of that, we've also elevated leaders internally to significantly expanded roles. We have a new Chief Operating Officer, Heather Lovier. We have a new Chief Business Officer, Bill Banfield. We've also expanded the role of our CFO, Brian Brown. Today, with these leaders, we're also writing the next chapter of that story. We've also leveraged this opportunity to bring new leaders into the company. I'm very excited by the strength of the combined leadership team. You know, our new CMO, Jonathan Mildenhall, was the mastermind who created the Airbnb brand. We have a world-class HR leader with over 25 years of experience of joining us, Glenn McGillivray.

We recently added Alex Rampell, who is one of the most prolific minds in fintech and AI. Our new CTO just started a few weeks back from Pluralsight, Shawn Malhotra, who is an absolute expert on generative AI and engineering culture. We're focused on the future, we're building on the past, and I'm very excited about the new leadership team as being an incredible blend of both.

Tina V. John
Executive Legal Counsel and Secretary, Rocket Companies

Great. Thank you.

Varun Krishna
President, CEO, and Director, Rocket Companies

Thank you for all your questions. The question and answer session is now closed, and our program for the 2024 annual meeting is concluded. I want to express my significant appreciation to the stockholders who attended this meeting, as well as those who submitted their proxies but were not able to join the meeting today. Thank you.

Operator

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.

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