ROCKET COMPANIES, INC., DEF 14A filed on 4/26/2024
Proxy Statement (definitive)
v3.24.1.u1
Cover
 12 Months Ended
Dec. 31, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Rocket Companies, Inc.
Entity Central Index Key 0001805284
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
 3 Months Ended 6 Months Ended 12 Months Ended
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table      
PAY VERSUS PERFORMANCE
The following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance of the Company is required by Item 402(v) of Regulation S-K. The disclosure in this “Pay Versus Performance” section does not reflect our Compensation Committee’s process for compensation setting and should be read in connection with the “Compensation Discussion And Analysis” section of this proxy statement, which contains important information regarding our compensation philosophy, objectives and design, compensation-setting process and NEO compensation program components. The SEC-defined CAP data set forth in the table below also does not reflect amounts actually realized by our NEOs, and our Compensation Committee has not used or considered CAP previously in establishing the NEO compensation program. A significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the reporting year. These unvested awards remain subject to forfeiture conditions and possible future declines in value based on changes in our stock price during the vesting period. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest.
PAY VERSUS PERFORMANCE TABLE
​
Year
​ ​ ​
Summary
Compensation
Table Total
For PEO (Jay)
($)(1)
​ ​ ​
Compensation
Actually Paid
To PEO (Jay)
($)(2)
​ ​ ​
Summary
Compensation
Table Total
For PEO (Bill)
($)(1)
​ ​ ​
Compensation
Actually Paid
To PEO (Bill)
($)(2)
​ ​ ​
Summary
Compensation
Table Total
For PEO
(Varun)
($)(1)
​ ​ ​
Compensation
Actually Paid
To PEO
(Varun)
($)(2)
​ ​ ​
Average
Summary
Compensation
Table Total
For Non-PEO
NEOs
($)(3)
​ ​ ​
Average
Compensation
Actually Paid
To Non-PEO
NEOs
($)(4)
​ ​ ​ Value Of Initial Fixed $100
Investment Based On: 		​ ​ ​
Net
Income
(Loss)
(Millions)
($)(7)
​
​ Total
Shareholder
Return
($)(5) 		​ ​ ​ Peer Group
Total
Shareholder
Return
($)(6) 		​ ​
​
2023
​ ​ ​ 334,552 ​ ​ ​ (5,659,619) ​ ​ ​ 6,764,187 ​ ​ ​ 10,972,355 ​ ​ ​ 3,445,914 ​ ​ ​ 3,445,914 ​ ​ ​ 2,903,982 ​ ​ ​ 2,905,006 ​ ​ ​ 76 ​ ​ ​ 58 ​ ​ ​ (390) ​
​
2022
​ ​ ​ 9,468,874 ​ ​ ​ 2,137,238 ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 2,505,493 ​ ​ ​ 684,915 ​ ​ ​ 37 ​ ​ ​ 72 ​ ​ ​ 700 ​
​
2021
​ ​ ​ 1,603,475 ​ ​ ​ (5,046,699) ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 863,279 ​ ​ ​ (1,418,642) ​ ​ ​ 68 ​ ​ ​ 64 ​ ​ ​ 6,100 ​
​
2020
​ ​ ​ 51,727,166 ​ ​ ​ 56,595,857 ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 8,044,681 ​ ​ ​ 9,715,309 ​ ​ ​ 94 ​ ​ ​ 177 ​ ​ ​ 9,400 ​
​
(1)
The amounts reported in this column represent the amounts reported in the “Total” column of the Summary Compensation Table for each of Jay, Bill and Varun for the years in which they served as PEO. For the years reported in the table, Jay was our PEO from 2020 to June 2023, Bill was our PEO from June 2023 to September 2023, and Varun was our PEO from September 2023 to December 2023.
​
(2)
The amounts reported in this column represent CAP for each of Jay, Bill and Varun for the years in which they served as PEO as required by Item 402(v) of Regulation S-K. The reported amounts do not reflect the actual compensation earned by or paid to Jay, Bill or Varun during any applicable year. To determine CAP, the adjustments below were made to Jay’s, Bill’s and Varun’s total compensation, as applicable. Defined benefit and actuarial pension plan adjustments were not relevant for any applicable year.
​
​
Year
​ ​ ​
Reported Summary
Compensation
Table Total For PEO
($)
​ ​ ​
Reported Value Of
Equity Awards
($)(a)
​ ​ ​
Equity Award
Adjustments
($)(b)
​ ​ ​
Compensation Actually
Paid To PEO
($)
​
​ Jay Farner ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
2023
​ ​ ​ 334,552 ​ ​ ​ — ​ ​ ​ (6,004,171) ​ ​ ​ (5,659,619) ​
​
2022
​ ​ ​ 9,468,874 ​ ​ ​ (8,656,917) ​ ​ ​ 1,325,281 ​ ​ ​ 2,137,238 ​
​
2021
​ ​ ​ 1,603,475 ​ ​ ​ — ​ ​ ​ (6,650,174) ​ ​ ​ (5,046,699) ​
​
2020
​ ​ ​ 51,727,166 ​ ​ ​ (20,400,000) ​ ​ ​ 25,268,691 ​ ​ ​ 56,595,857 ​
​ Bill Emerson ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
2023
​ ​ ​ 6,764,187 ​ ​ ​ (5,999,996) ​ ​ ​ 10,208,164 ​ ​ ​ 10,972,355 ​
​ Varun Krishna ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
2023
​ ​ ​ 3,445,914 ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 3,445,914 ​
​
(a)
The amounts reported in this column represent the grant date fair value of all equity awards granted in the
​
applicable year, which are the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for such year.
(b)
The amounts reported in this column represent the equity award adjustments required by Item 402(v) of Regulation S-K, which include: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted in the applicable year and vest in the same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value from the end of the prior year to the vesting date; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The fair values of RSUs included in the CAP for our PEO and the Average CAP for our other NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for 2023. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Any changes to the RSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates.
​
Accordingly, the following reflects the amounts deducted or added in calculating the equity award adjustments for each of Jay and Bill for the years in which they served as PEO. All outstanding equity awards held by Jay were forfeited in connection with his retirement in June 2023. Varun joined Company in September 2023 and did not receive any equity awards in 2023.
​
Year
​ ​ ​ Year End Fair
Value Of Equity
Awards
Granted In The
Year
($) 		​ ​ ​ Year Over Year
Change In Fair
Value Of
Outstanding
And Unvested
Equity Awards
($) 		​ ​ ​ Fair Value As
Of Vesting
Date Of Equity
Awards
Granted And
Vested In The
Year
($) 		​ ​ ​ Year Over Year
Change In Fair
Value Of
Equity Awards
Granted In
Prior Years
That Vested In
The Year
($) 		​ ​ ​ Fair Value At
The End Of
The Prior Year
Of Equity
Awards That
Failed To Meet
Vesting
Conditions In
The Year
($) 		​ ​ ​ Value Of
Dividends Or
Other Earnings
Paid On Stock
Or Option
Awards Not
Otherwise
Reflected In
Fair Value Or
Total
Compensation
($) 		​ ​ ​ Total Equity
Award
Adjustments
($) 		​
​ Jay Farner ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
2023
​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 136,646 ​ ​ ​ (6,140,817) ​ ​ ​ — ​ ​ ​ (6,004,171) ​
​
2022
​ ​ ​ 5,209,760 ​ ​ ​ (2,381,129) ​ ​ ​ — ​ ​ ​ (1,503,350) ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 1,325,281 ​
​
2021
​ ​ ​ — ​ ​ ​ (5,224,369) ​ ​ ​ — ​ ​ ​ (1,425,805) ​ ​ ​ — ​ ​ ​ — ​ ​ ​ (6,650,174) ​
​
2020
​ ​ ​ 25,268,691 ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 25,268,691 ​
​
Bill Emerson
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
2023
​ ​ ​ 10,055,549 ​ ​ ​ 91,219 ​ ​ ​ — ​ ​ ​ 61,396 ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 10,208,164 ​
​
Varun Krishna
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
2023
​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​
​
(3)
The amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Varun, Bill and Jay) in the “Total” column of the Summary Compensation Table in each applicable year. Our NEOs (excluding Varun, Bill and Jay) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Brian Brown, Tina V. John and Bob Walters; (ii) for 2022, Bob Walters, Brian Brown, Tina V. John, Julie Booth and Angelo Vitale; and (iii) for 2021 and 2020, Bob, Julie and Angelo.
​
(4)
The dollar amounts reported in this column represent the average CAP for the NEOs as a group (excluding Varun, Bill and Jay), for each corresponding year computed as required by Item 402(v) of Regulation S-K. The reported amounts do not reflect the actual compensation earned by or paid to the NEOs as a group (excluding Varun, Bill and Jay) during any applicable year. To determine CAP, the adjustments below were made to the average total compensation for the NEOs as a group (excluding Jay), using the same methodology described above in Note 2. Defined benefit and actuarial pension plan adjustments were not relevant for any applicable year, and no equity awards were granted to our NEOs in 2021.
​
​
Year
​ ​ ​
Average Reported Summary
Compensation Table Total
for Non-PEO Named
Executive Officers
($)
​ ​ ​
Average Reported
Value of Equity Awards
($)
​ ​ ​
Average Equity
Award Adjustments
($)(a)
​ ​ ​
Average Compensation
Actually Paid to Non-PEO
Named Executive Officers
($)
​
​
2023
​ ​ ​ 2,903,982 ​ ​ ​ (2,333,333) ​ ​ ​ 2,334,357 ​ ​ ​ 2,905,006 ​
​
2022
​ ​ ​ 2,505,493 ​ ​ ​ (1,839,594) ​ ​ ​ 19,016 ​ ​ ​ 684,915 ​
​
2021
​ ​ ​ 863,279 ​ ​ ​ — ​ ​ ​ (2,281,921) ​ ​ ​ (1,418,642) ​
​
2020
​ ​ ​ 8,044,681 ​ ​ ​ (6,999,999) ​ ​ ​ 8,670,627 ​ ​ ​ 9,715,309 ​
​
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
​
​
Year
​ ​ ​ Average
Year End Fair
Value Of Equity
Awards
Granted In The
Year
($) 		​ ​ ​ Year Over Year
Average
Change In Fair
Value Of
Outstanding
And Unvested
Equity Awards
($) 		​ ​ ​ Average Fair
Value As Of
Vesting Date
Of Equity
Awards
Granted And
Vested In The
Year
($) 		​ ​ ​ Year Over Year
Average
Change In Fair
Value Of
Equity Awards
Granted In
Prior Years
That Vested In
The Year
($)(i) 		​ ​ ​ Average Fair
Value At The
End Of The
Prior Year Of
Equity Awards
That Failed To
Meet Vesting
Conditions In
The Year
($) 		​ ​ ​ Average Value
Of Dividends
Or Other
Earnings Paid
On Stock Or
Option Awards
Not Otherwise
Reflected In
Fair Value Or
Total
Compensation
($) 		​ ​ ​ Total Average
Equity Award
Adjustments
($) 		​
​
2023
​ ​ ​ 2,234,568 ​ ​ ​ 270,280 ​ ​ ​ — ​ ​ ​ 263,653 ​ ​ ​ (434,144) ​ ​ ​ — ​ ​ ​ 2,334,357 ​
​
2022
​ ​ ​ 1,107,073 ​ ​ ​ (642,359) ​ ​ ​ — ​ ​ ​ (445,698) ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 19,016 ​
​
2021
​ ​ ​ — ​ ​ ​ (1,792,674) ​ ​ ​ — ​ ​ ​ (489,247) ​ ​ ​ — ​ ​ ​ — ​ ​ ​ (2,281,921) ​
​
2020
​ ​ ​ 8,670,627 ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 8,670,627 ​
​
(i)
For 2022, includes for Brian Brown, the fair value of the modified 2019 RHI RSU at the date of modification less the fair value of the original 2019 RHI RSU on December 31, 2021.
​
(5)
The cumulative TSR depicts a hypothetical $100 investment in our common stock. The amounts reported in this column represent the Company’s cumulative TSR, which is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of the measurement period by the Company’s share price at the beginning of the measurement period (the closing price as of initial post-IPO trading date).
​
(6)
The cumulative TSR depicts a hypothetical $100 investment in our common stock. The Company utilized a selected peer group for purposes of its TSR benchmarking (the “PVP Peer Group”). Our PVP Peer Group is comprised of PennyMac Financial Services Inc, Rithm Capital Corp, Mr. Cooper Group Inc., Anywhere Real Estate Inc., Zillow Group Inc Class C, Redfin Corp, Stewart Information Services Corp, SoFi Technologies Inc, Guild Holdings Company, Compass, Inc., loanDepot, Inc., UWM Holdings Corporation, and Blend Labs, Inc. Certain companies were not publicly traded companies at inception date, and these companies were added and reweighted to the peer group to the most recent quarter subsequent to their respective IPO dates. Home Point Capital Inc. was removed from the PVP Peer Group following its acquisition by Mr. Cooper Group Inc. in August 2023.
​
(7)
The amounts reported in this column represent net income (loss) reflected in the Company’s audited financial statements for the applicable year.
​
      
Named Executive Officers, Footnote      
(1)
The amounts reported in this column represent the amounts reported in the “Total” column of the Summary Compensation Table for each of Jay, Bill and Varun for the years in which they served as PEO. For the years reported in the table, Jay was our PEO from 2020 to June 2023, Bill was our PEO from June 2023 to September 2023, and Varun was our PEO from September 2023 to December 2023.
(3)
The amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding Varun, Bill and Jay) in the “Total” column of the Summary Compensation Table in each applicable year. Our NEOs (excluding Varun, Bill and Jay) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Brian Brown, Tina V. John and Bob Walters; (ii) for 2022, Bob Walters, Brian Brown, Tina V. John, Julie Booth and Angelo Vitale; and (iii) for 2021 and 2020, Bob, Julie and Angelo.
     
Peer Group Issuers, Footnote      
(6)
The cumulative TSR depicts a hypothetical $100 investment in our common stock. The Company utilized a selected peer group for purposes of its TSR benchmarking (the “PVP Peer Group”). Our PVP Peer Group is comprised of PennyMac Financial Services Inc, Rithm Capital Corp, Mr. Cooper Group Inc., Anywhere Real Estate Inc., Zillow Group Inc Class C, Redfin Corp, Stewart Information Services Corp, SoFi Technologies Inc, Guild Holdings Company, Compass, Inc., loanDepot, Inc., UWM Holdings Corporation, and Blend Labs, Inc. Certain companies were not publicly traded companies at inception date, and these companies were added and reweighted to the peer group to the most recent quarter subsequent to their respective IPO dates. Home Point Capital Inc. was removed from the PVP Peer Group following its acquisition by Mr. Cooper Group Inc. in August 2023.
     
Adjustment To PEO Compensation, Footnote      
(2)
The amounts reported in this column represent CAP for each of Jay, Bill and Varun for the years in which they served as PEO as required by Item 402(v) of Regulation S-K. The reported amounts do not reflect the actual compensation earned by or paid to Jay, Bill or Varun during any applicable year. To determine CAP, the adjustments below were made to Jay’s, Bill’s and Varun’s total compensation, as applicable. Defined benefit and actuarial pension plan adjustments were not relevant for any applicable year.
​
​
Year
​ ​ ​
Reported Summary
Compensation
Table Total For PEO
($)
​ ​ ​
Reported Value Of
Equity Awards
($)(a)
​ ​ ​
Equity Award
Adjustments
($)(b)
​ ​ ​
Compensation Actually
Paid To PEO
($)
​
​ Jay Farner ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
2023
​ ​ ​ 334,552 ​ ​ ​ — ​ ​ ​ (6,004,171) ​ ​ ​ (5,659,619) ​
​
2022
​ ​ ​ 9,468,874 ​ ​ ​ (8,656,917) ​ ​ ​ 1,325,281 ​ ​ ​ 2,137,238 ​
​
2021
​ ​ ​ 1,603,475 ​ ​ ​ — ​ ​ ​ (6,650,174) ​ ​ ​ (5,046,699) ​
​
2020
​ ​ ​ 51,727,166 ​ ​ ​ (20,400,000) ​ ​ ​ 25,268,691 ​ ​ ​ 56,595,857 ​
​ Bill Emerson ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
2023
​ ​ ​ 6,764,187 ​ ​ ​ (5,999,996) ​ ​ ​ 10,208,164 ​ ​ ​ 10,972,355 ​
​ Varun Krishna ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
2023
​ ​ ​ 3,445,914 ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 3,445,914 ​
​
(a)
The amounts reported in this column represent the grant date fair value of all equity awards granted in the
​
applicable year, which are the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for such year.
(b)
The amounts reported in this column represent the equity award adjustments required by Item 402(v) of Regulation S-K, which include: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted in the applicable year and vest in the same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change in fair value from the end of the prior year to the vesting date; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The fair values of RSUs included in the CAP for our PEO and the Average CAP for our other NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for 2023. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Any changes to the RSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates.
​
Accordingly, the following reflects the amounts deducted or added in calculating the equity award adjustments for each of Jay and Bill for the years in which they served as PEO. All outstanding equity awards held by Jay were forfeited in connection with his retirement in June 2023. Varun joined Company in September 2023 and did not receive any equity awards in 2023.
​
Year
​ ​ ​ Year End Fair
Value Of Equity
Awards
Granted In The
Year
($) 		​ ​ ​ Year Over Year
Change In Fair
Value Of
Outstanding
And Unvested
Equity Awards
($) 		​ ​ ​ Fair Value As
Of Vesting
Date Of Equity
Awards
Granted And
Vested In The
Year
($) 		​ ​ ​ Year Over Year
Change In Fair
Value Of
Equity Awards
Granted In
Prior Years
That Vested In
The Year
($) 		​ ​ ​ Fair Value At
The End Of
The Prior Year
Of Equity
Awards That
Failed To Meet
Vesting
Conditions In
The Year
($) 		​ ​ ​ Value Of
Dividends Or
Other Earnings
Paid On Stock
Or Option
Awards Not
Otherwise
Reflected In
Fair Value Or
Total
Compensation
($) 		​ ​ ​ Total Equity
Award
Adjustments
($) 		​
​ Jay Farner ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
2023
​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 136,646 ​ ​ ​ (6,140,817) ​ ​ ​ — ​ ​ ​ (6,004,171) ​
​
2022
​ ​ ​ 5,209,760 ​ ​ ​ (2,381,129) ​ ​ ​ — ​ ​ ​ (1,503,350) ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 1,325,281 ​
​
2021
​ ​ ​ — ​ ​ ​ (5,224,369) ​ ​ ​ — ​ ​ ​ (1,425,805) ​ ​ ​ — ​ ​ ​ — ​ ​ ​ (6,650,174) ​
​
2020
​ ​ ​ 25,268,691 ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 25,268,691 ​
​
Bill Emerson
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
2023
​ ​ ​ 10,055,549 ​ ​ ​ 91,219 ​ ​ ​ — ​ ​ ​ 61,396 ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 10,208,164 ​
​
Varun Krishna
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
2023
​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​
     
Non-PEO NEO Average Total Compensation Amount       $ 2,903,982 $ 2,505,493 $ 863,279 $ 8,044,681
Non-PEO NEO Average Compensation Actually Paid Amount       $ 2,905,006 684,915 (1,418,642) 9,715,309
Adjustment to Non-PEO NEO Compensation Footnote      
(4)
The dollar amounts reported in this column represent the average CAP for the NEOs as a group (excluding Varun, Bill and Jay), for each corresponding year computed as required by Item 402(v) of Regulation S-K. The reported amounts do not reflect the actual compensation earned by or paid to the NEOs as a group (excluding Varun, Bill and Jay) during any applicable year. To determine CAP, the adjustments below were made to the average total compensation for the NEOs as a group (excluding Jay), using the same methodology described above in Note 2. Defined benefit and actuarial pension plan adjustments were not relevant for any applicable year, and no equity awards were granted to our NEOs in 2021.
​
​
Year
​ ​ ​
Average Reported Summary
Compensation Table Total
for Non-PEO Named
Executive Officers
($)
​ ​ ​
Average Reported
Value of Equity Awards
($)
​ ​ ​
Average Equity
Award Adjustments
($)(a)
​ ​ ​
Average Compensation
Actually Paid to Non-PEO
Named Executive Officers
($)
​
​
2023
​ ​ ​ 2,903,982 ​ ​ ​ (2,333,333) ​ ​ ​ 2,334,357 ​ ​ ​ 2,905,006 ​
​
2022
​ ​ ​ 2,505,493 ​ ​ ​ (1,839,594) ​ ​ ​ 19,016 ​ ​ ​ 684,915 ​
​
2021
​ ​ ​ 863,279 ​ ​ ​ — ​ ​ ​ (2,281,921) ​ ​ ​ (1,418,642) ​
​
2020
​ ​ ​ 8,044,681 ​ ​ ​ (6,999,999) ​ ​ ​ 8,670,627 ​ ​ ​ 9,715,309 ​
​
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
​
​
Year
​ ​ ​ Average
Year End Fair
Value Of Equity
Awards
Granted In The
Year
($) 		​ ​ ​ Year Over Year
Average
Change In Fair
Value Of
Outstanding
And Unvested
Equity Awards
($) 		​ ​ ​ Average Fair
Value As Of
Vesting Date
Of Equity
Awards
Granted And
Vested In The
Year
($) 		​ ​ ​ Year Over Year
Average
Change In Fair
Value Of
Equity Awards
Granted In
Prior Years
That Vested In
The Year
($)(i) 		​ ​ ​ Average Fair
Value At The
End Of The
Prior Year Of
Equity Awards
That Failed To
Meet Vesting
Conditions In
The Year
($) 		​ ​ ​ Average Value
Of Dividends
Or Other
Earnings Paid
On Stock Or
Option Awards
Not Otherwise
Reflected In
Fair Value Or
Total
Compensation
($) 		​ ​ ​ Total Average
Equity Award
Adjustments
($) 		​
​
2023
​ ​ ​ 2,234,568 ​ ​ ​ 270,280 ​ ​ ​ — ​ ​ ​ 263,653 ​ ​ ​ (434,144) ​ ​ ​ — ​ ​ ​ 2,334,357 ​
​
2022
​ ​ ​ 1,107,073 ​ ​ ​ (642,359) ​ ​ ​ — ​ ​ ​ (445,698) ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 19,016 ​
​
2021
​ ​ ​ — ​ ​ ​ (1,792,674) ​ ​ ​ — ​ ​ ​ (489,247) ​ ​ ​ — ​ ​ ​ — ​ ​ ​ (2,281,921) ​
​
2020
​ ​ ​ 8,670,627 ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ — ​ ​ ​ 8,670,627 ​
​
(i)
For 2022, includes for Brian Brown, the fair value of the modified 2019 RHI RSU at the date of modification less the fair value of the original 2019 RHI RSU on December 31, 2021 		     
Compensation Actually Paid vs. Total Shareholder Return      
[MISSING IMAGE: bc_capvstsr-4c.jpg]
     
Compensation Actually Paid vs. Net Income      
[MISSING IMAGE: bc_capvsnetincome-4c.jpg]
     
Total Shareholder Return Vs Peer Group      
[MISSING IMAGE: bc_tsr-4c.jpg]
     
Total Shareholder Return Amount       $ 76 37 68 94
Peer Group Total Shareholder Return Amount       58 72 64 177
Net Income (Loss)       (390,000,000) 700,000,000 6,100,000,000 9,400,000,000
PEO Name Varun Bill Jay        
Jay [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount       334,552 9,468,874 1,603,475 51,727,166
PEO Actually Paid Compensation Amount       (5,659,619) 2,137,238 (5,046,699) 56,595,857
Jay [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       (8,656,917) (20,400,000)
Jay [Member] | Total Equity Awards Adjustments [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       (6,004,171) 1,325,281 (6,650,174) 25,268,691
Jay [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       5,209,760 25,268,691
Jay [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       (2,381,129) (5,224,369)
Jay [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount      
Jay [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       136,646 (1,503,350) (1,425,805)
Jay [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       (6,140,817)
Jay [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount      
Bill [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount       6,764,187
PEO Actually Paid Compensation Amount       10,972,355
Bill [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       (5,999,996)      
Bill [Member] | Total Equity Awards Adjustments [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       10,208,164      
Bill [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       10,055,549      
Bill [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       91,219      
Bill [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
Bill [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       61,396      
Bill [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
Bill [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
Varun [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount       3,445,914
PEO Actually Paid Compensation Amount       3,445,914
Varun [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
Varun [Member] | Total Equity Awards Adjustments [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
Varun [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
Varun [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
Varun [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
Varun [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
Varun [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
Varun [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount            
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       (2,333,333) (1,839,594) (6,999,999)
Non-PEO NEO | Total Equity Awards Adjustments [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       2,334,357 19,016 (2,281,921) 8,670,627
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       2,234,568 1,107,073 8,670,627
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       270,280 (642,359) (1,792,674)
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount      
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       263,653 (445,698) (489,247)
Non-PEO NEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount       (434,144)
Non-PEO NEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount