DEF 14A of Robinhood Markets, Inc., Apr 26, 2024

DEF 14A of Robinhood Markets, Inc.

Filed Apr 26, 2024 · FY20230001783879-24-000123

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Name and Principal Occupation | | Age | Director Since | Independent | Committee Membership* | | | | | | | | | | Audit | NomGov | People | Safety | | | Vladimir Tenev Chair of the Board, Co-Founder, Chief Executive Officer & President, Robinhood | 37 | 2013 | | | | | | | | Baiju Bhatt Co-Founder & Former Chief Creative Officer, Robinhood | 39 | 2013 | | | | | | | | Paula Loop Retired Partner, PricewaterhouseCoopers LLP | 62 | 2021 | | CHAIR | | | ● | | | Meyer Malka Founder and Managing Partner, Ribbit Capital | 49 | 2022 | | | | ● | | | | Jonathan Rubinstein Director, Amazon.com, Inc. | 67 | 2021 | LEAD | | CHAIR | | ● | | | Susan Segal President and Chief Executive Officer, Americas Society and Council of the Americas | 71 | 2024 | | | ● | | ● | | | Dara Treseder Chief Marketing Officer, Autodesk, Inc. | 35 | 2021 | | | ● | ● | | | | Robert Zoellick Chairman, Americas, Temasek Holdings (Private) Limited | 70 | 2021 | | ● | | | CHAIR |

  3. Director Nominees

    | LEAD | Lead Independent Director | CHAIR | Committee Chair | Audit | Audit Committee | People | People and Compensation Committee | | | Independent Director | ● | Committee Member | NomGov | Nominating and Corporate Governance Committee | Safety | Safety, Risk and Regulatory Committee |

  4. Director Nominees

    * Professor Frances Frei’s service as a member of the Audit Committee and the People Committee Chair will end at this annual meeting. A third member for the Audit Committee and the People Committee Chair will be appointed effective after this annual meeting.

  5. Director Nominees

    | Proxy Summary | 13 |

  6. Director Nominees

    | Governance Highlights | •Classified Board Automatically Sunsets. Starting with this annual meeting, all directors will be elected on an annual basis. •Majority Voting for Directors. For election of directors at our annual meetings, each director nominee will be elected only if they receive a majority of votes cast in favor of their election. •Seven Independent Directors. In addition to our Co-Founders, our highly experienced Board currently includes seven independent directors, including a new director appointed in 2024. •Diverse Board Across Skills and Backgrounds. Our Board is composed of directors who each bring valuable skills and qualifications and who are diverse across gender, age, and racial/ethnic backgrounds. •Lead Independent Director. Our Lead Independent Director provides strong leadership to the independent directors on our Board and guidance to our Co-Founder, Chair, and Chief Executive Officer (“CEO”). •Fully Independent Committees. We have four standing committees of the Board of Directors, each comprising independent directors. •In addition to three “standard” standing committees (Audit, People, and NomGov), we also have a standing Safety, Risk and Regulatory Committee (“Safety Committee”) to oversee our enterprise risk management program and ethics and regulatory compliance programs arising from the Company’s heavily regulated businesses. •Robust Annual Board and Committee Performance Assessment. Our annual Board and committee performance assessments include one-on-one follow up discussions between each director and our Lead Independent Director. •Executive Sessions. Our independent directors regularly meet in executive sessions in Board meetings and committee meetings. •ESG Report. We were proud to launch our first ESG report when we became a public company, and we publish our ESG report annually as we continue to provide our stakeholders with transparent disclosure into how we are building ESG at Robinhood. •Retail Stockholder Engagement. We promote engagement with our retail stockholders through the Say Technologies platform by inviting our retail shareholders to ask questions on our earnings calls and annual meetings and by enabling communication directly with the Company. •Institutional Stockholder Engagement. We launched our engagement program with institutional investors in 2022, and as part of the program, we have continued to conduct outreach to our largest institutional stockholders and engaged with such stockholders requesting meetings. •Stockholders' Right to Call Special Meetings. Pursuant to our Bylaws, stockholders representing 25% of the voting power of all shares then entitled to vote are able to call special meetings. •Clawback Policies for Incentive-Based Executive Compensation. We maintain clawback policies, which allow us to recoup incentive-based compensation paid to executive officers in the event of certain detrimental conduct, as well as in the case of certain accounting restatements in accordance with the applicable Nasdaq listing standards. | | | |

  7. Director Nominees

    | Proposal | To approve, on an advisory basis, the compensation of the Company’s named executive officers | | 2 | | | | The Board recommends a vote FOR this proposal. | | | → SEE PAGES 68-97 FOR MORE INFORMATION | | | |

  8. Director Nominees

    | 14 | Robinhood 2024 Proxy Statement |

  9. Director Nominees

    | 2023 Executive Compensation Program Overview Robinhood’s executive compensation program is designed to focus our executive officers on the long-term performance of the Company and to create significant stockholder alignment. We believe that equity awards align the interests of our executive officers with our stockholders, provide our executive officers with incentives linked to long-term performance, and foster an ownership mentality. In addition, the long-term vesting features of our equity awards serve an important retentive function that reflects the value we place on management longevity. To that end, as further described below, our Board and the People Committee designed our executive compensation program to be significantly weighted towards long-term equity incentives that vest over a multi-year period, which serve to link our executives’ long-term compensation outcomes to company performance and therefore to the interests of stockholders over time. |

  10. Director Nominees

    | 2023 Executive Compensation Highlights •Canceled Co-Founders’ 2021 Market-Based RSUs. We canceled the pre-IPO 2021 market-based restricted stock units (“RSUs”) for our co-founders, Vladimir Tenev and Baiju Bhatt (our “Co-Founders”), which totaled 35.5 million unvested shares tied to aggressive stock price hurdles. The cancelation moved the Company closer to achieving GAAP profitability as it reduced our GAAP operating costs by up to $50 million per quarter starting in Q2 2023. •No New Equity Awards for Our Co-Founders. We did not grant any new equity awards to our Co-Founders in 2023. •Changed Annual Incentive Bonus Measures. We shifted our annual incentive bonus plan’s measures from Net Cumulative Funded Accounts (“NCFA,” referred to as Funded Customers since Q4 2023) and Adjusted EBITDA, equally weighted, to total net revenues and Adjusted EBITDA, equally weighted. •Increased Performance Bonus Targets. We revised our pay mix to increase the weighting on cash compensation by increasing our performance-based annual bonus targets for each non-Founder NEO (as defined below) from 50% of salary to 75% of salary. This change further reinforced our pay-for-performance philosophy. •Granted Annual Refresh Awards to certain Non-Founder NEOs. We made time-based RSU grants to our non-Founder NEOs, scheduled to vest in equal quarterly installments over four years. •Granted Retention-Focused Supplemental Award to CFO. We made a supplemental award of time-based RSUs in March 2023 to strengthen the retention value of compensation of our Chief Financial Officer (“CFO”), scheduled to vest in equal quarterly installments over two years. •Select Salary Increase. We increased the salary for our Chief Brokerage Officer in recognition of his expanded scope in the Company and in line with other non-Founder NEOs. |

  11. Director Nominees

    Director Nominees As recommended by the NomGov Committee, our Board has nominated the following directors for re-election at this annual meeting:

  12. Director Nominees

    | Name and Principal Occupation | | Age | Director Since | Independent | Committee Membership* | | | | | | | | | | Audit | NomGov | People | Safety | | | Vladimir Tenev Chair of the Board, Co-Founder, Chief Executive Officer & President, Robinhood | 37 | 2013 | | | | | | | | Baiju Bhatt Co-Founder & Former Chief Creative Officer, Robinhood | 39 | 2013 | | | | | | | | Paula Loop Retired Partner, PricewaterhouseCoopers LLP | 62 | 2021 | | CHAIR | | | ● | | | Meyer Malka Founder and Managing Partner, Ribbit Capital | 49 | 2022 | | | | ● | | | | Jonathan Rubinstein Director, Amazon.com, Inc. | 67 | 2021 | LEAD | | CHAIR | | ● | | | Susan Segal President and Chief Executive Officer, Americas Society and Council of the Americas | 71 | 2024 | | | ● | | ● | | | Dara Treseder Chief Marketing Officer, Autodesk, Inc. | 35 | 2021 | | | ● | ● | | | | Robert Zoellick Chairman, Americas, Temasek Holdings (Private) Limited | 70 | 2021 | | ● | | | CHAIR |

  13. Director Nominees

    | LEAD | Lead Independent Director | CHAIR | Committee Chair | Audit | Audit Committee | People | People and Compensation Committee | | | Independent Director | ● | Committee Member | NomGov | Nominating and Corporate Governance Committee | Safety | Safety, Risk and Regulatory Committee |

  14. Director Nominees

    * Professor Frei’s service as a member of the Audit Committee and the People Committee Chair will end at this annual meeting. A third member for the Audit Committee and the People Committee Chair will be appointed effective after this annual meeting. If re-elected, each Nominee will serve as a director until our 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification, or removal from office. All Nominees have consented to being named in this proxy statement and to serving as directors if elected. If any Nominee is unable to serve or for good cause will not serve as a director at the time of the annual meeting, the persons who are designated as proxies intend to vote, in their discretion, for such other persons, if any, as may be designated by the Board. As of the date of this proxy statement, the Board has no reason to believe that any of the persons named above will be unable or unwilling to stand as a nominee or to serve as a director if elected.

  15. Director Nominees

    | Proposal 1 — Election of Directors | 27 |

  16. Director Nominees

    Mr. Rubinstein, Mr. Zoellick and Ms. Loop were initially identified as potential directors by Heidrick & Struggles International, Inc. (“Heidrick & Struggles”), an independent third-party executive search firm, which had been retained by the Company to conduct a director search in anticipation of our IPO. Heidrick & Struggles identified candidates and provided background information and assessments of qualifications on potential candidates, including Mr. Rubinstein, Mr. Zoellick and Ms. Loop. The Board then reviewed the results of Heidrick & Struggles’ evaluation and screening, interviewed potential nominees, and nominated Mr. Rubinstein, Mr. Zoellick and Ms. Loop, who were then elected as directors by the pre-IPO stockholders. Ms. Treseder was initially identified as a potential director by Daversa Partners (“Daversa”), an independent third-party executive search firm, which had been retained by the Company to conduct a director search following our IPO. Daversa identified candidates and provided background information and assessments of qualifications on potential candidates, including Ms. Treseder. The NomGov Committee then reviewed the results of Daversa’s evaluation and screening, interviewed potential nominees, and recommended Ms. Treseder to the Board for appointment to the Board. The Board met, discussed the NomGov Committee’s recommendation, and appointed Ms. Treseder as director. Mr. Malka was identified as a potential director by our NomGov Committee, with input from certain members of management. The NomGov Committee reviewed Mr. Malka’s background information and qualifications and recommended Mr. Malka to the Board for appointment to the Board. The Board met, discussed the NomGov Committee’s recommendation, and appointed Mr. Malka as a director. Ms. Segal was identified as a potential director by our NomGov Committee, with input from certain other directors. The NomGov Committee reviewed Ms. Segal’s background information and qualifications and recommended Ms. Segal to the Board for appointment to the Board. The Board met, discussed the NomGov Committee’s recommendation, and appointed Ms. Segal as a director. Mr. Bhatt and Mr. Tenev are the Co-Founders of the Company. The criteria set forth below, among others identified by the Board from time to time, reflect the traits, characteristics, abilities, and experience that the Board looks for in determining candidates for election to the Board. We believe that each Nominee satisfies the criteria below and possesses: •the highest ethical character and alignment with the values of the Company; •relevant expertise and experience, and ability to offer advice and guidance to the CEO and senior management based on that expertise and experience; •the ability and willingness to devote sufficient time and energy to carrying out director duties effectively; and •sound business judgment. The Board will consider recommendations from other directors, stockholders, management, search firms, and others, as it deems appropriate.

  17. Director Nominees

    | 28 | Robinhood 2024 Proxy Statement |

  18. Director Nominees

    Overview of Current Board The following table provides information regarding each of our directors as of April 26, 2024:

  19. Director Nominees

    | Name and Principal Occupation | | Age | Director Since | Independent | Committee Membership | | | | | | | | | | Audit | NomGov | People | Safety | | | Vladimir Tenev Chair of the Board, Co-Founder, Chief Executive Officer & President, Robinhood | 37 | 2013 | | | | | | | | Baiju Bhatt Co-Founder & Former Chief Creative Officer, Robinhood | 39 | 2013 | | | | | | | | Frances Frei Professor and Author, Harvard Business School | 60 | 2021 | | ● | | CHAIR | | | | Paula Loop Retired Partner, PricewaterhouseCoopers LLP | 62 | 2021 | | CHAIR | | | ● | | | Meyer Malka Founder and Managing Partner, Ribbit Capital | 49 | 2022 | | | | ● | | | | Jonathan Rubinstein Director, Amazon.com, Inc. | 67 | 2021 | LEAD | | CHAIR | | ● | | | Susan Segal President and Chief Executive Officer, Americas Society and Council of the Americas | 71 | 2024 | | | ● | | ● | | | Dara Treseder Chief Marketing Officer, Autodesk, Inc. | 35 | 2021 | | | ● | ● | | | | Robert Zoellick Chairman, Americas, Temasek Holdings (Private) Limited | 70 | 2021 | | ● | | | CHAIR |

  20. Director Nominees

    | LEAD | Lead Independent Director | CHAIR | Committee Chair | Audit | Audit Committee | People | People and Compensation Committee | | | Independent Director | ● | Committee Member | NomGov | Nominating and Corporate Governance Committee | Safety | Safety, Risk and Regulatory Committee |

  21. Director Independence

    Director Independence Our Corporate Governance Guidelines provide that a majority of our directors shall be “independent” as that term is defined by the Nasdaq listing standards, which include the requirement that an independent director must be free of any relationships which, in the opinion of the Board, would interfere with the exercise of such director’s independent judgment and independence from management in carrying out the responsibilities of a director. There are no family relationships among any of our directors or executive officers. Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, as well as information otherwise obtained by or available to us, our Board has determined that each of Professor Frei, Ms. Loop, Mr. Malka, Mr. Rubinstein, Ms. Segal, Ms. Treseder, and Mr. Zoellick does not have any relationships that would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under Nasdaq listing standards. The Board has also determined, as further described below, that each of these directors is independent under applicable SEC rules and Nasdaq listing standards for service on the various committees of the Board on which they currently or previously served. Mr. Tenev and Mr. Bhatt are not independent (as a result of their current or prior employment with the Company). In making these determinations regarding the independence of our directors, the Board considered (1) any transactions involving them described in the section below titled “Transactions with Related Persons,” (2) other transactions or relationships between the Company, on the one hand, and other companies at which they serve or served as an executive officer or in another leadership role or held a material ownership interest, on the other hand (for which in all cases the amount involved did not exceed 5% of the recipient entity’s annual gross revenue), and (3) the matters described below (none of which involved professional, advisory, or consulting services). In each case, the Board affirmatively determined that any such arrangements, transactions, or relationships did not, and would not, interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities as a director: •the relationship between Mr. Malka and entities associated with Ribbit Capital, which held more that 5% of the Company’s outstanding common stock at the time of the IPO and continues to hold more than 5% of our Class A shares, including the transactions involving entities associated with Ribbit Capital described in the section below titled “Transactions with Related Persons”; and •transactions in the ordinary course of business involving aggregate payments greater than $10,000 to companies for which the following directors served as a non-employee director at the time of payment: Mr. Malka, Mr. Rubinstein, and Ms. Treseder. The amount involved in each of these transactions did not exceed 5% of the recipient entity’s annual gross revenue.

  22. Director Independence

    | 32 | Robinhood 2024 Proxy Statement |

  23. Director Independence

    Biographical Information: Current Directors Set forth below are brief biographical descriptions of our current directors. The primary experience, qualifications, attributes, and skills of each of our current directors that led to the conclusion of the NomGov Committee and the Board that such person is qualified to serve as a member of the Board are also described in the following paragraphs.

  24. Director Independence

    | Vladimir Tenev Age: 37 Director Since: November 2013 | Professional Highlights Robinhood •Co-Founder (March 2013) •CEO and President (Since November 2020) •Chair of the Board (Since March 2021) •Co-CEO and Co-President, alongside Mr. Bhatt (November 2013 - November 2020) Education Mr. Tenev holds an M.S. in Mathematics from the University of California, Los Angeles and a B.S. in Mathematics from Stanford University. | | | | Key Skills | | | | | Regulatory - Sophistication in understanding and navigating the heavily regulated industries in which we operate | | | | Human Capital Management - Expertise in workforce acquisition, management, and optimization, including compensation practices, that result in the attraction, development, and retention of top candidates with diverse skills and backgrounds | | | | Business Operations and Strategy - A practical understanding of developing, implementing, and assessing our operating plan and business strategy | | | Qualifications and Additional Experiences Mr. Tenev co-founded Robinhood with Mr. Bhatt in 2013 with a mission to democratize finance for all. He has over a decade of experience in financial services as a co-founder with Mr. Bhatt. As our Co-Founder and Chief Executive Officer, and as a result of his experience in the financial industry, Mr. Tenev brings to our Board a strong vision for the Company’s products and business plans; historical and institutional knowledge about the Company, its leadership, and culture; and a keen understanding of strategies, values, and challenges that impact our business and customers. | |

  25. Director Independence

    | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |

  26. Director Independence

    | Proposal 1 — Election of Directors | 33 |

  27. Director Independence

    | Baiju Bhatt Age: 39 Director Since: November 2013 | Professional Highlights Robinhood •Co-Founder (March 2013) •Chief Creative Officer (March 2021 - March 2024) •Co-CEO and Co-President, alongside Mr. Tenev (November 2013 - November 2020) Education Mr. Bhatt holds a M.S. in Mathematics and a B.S. in Physics from Stanford University. | | | | Key Skills | | | | | Marketing - Marketing and brand-building capabilities in rapidly changing and customer-facing industries, including new markets, and opportunities for innovation and disruption | | | | Financial Services and Fintech - Sophisticated knowledge of our industries for understanding and reviewing our business and strategy | | | | Technology Infrastructure - Relevant to the Company as it looks for ways to enhance the customer experience and internal operations and oversee cybersecurity risk | | | Qualifications and Additional Experiences Mr. Bhatt co-founded Robinhood with Mr. Tenev in 2013 with a mission to democratize finance for all. He has over a decade of experience in financial services as a co-founder with Mr. Tenev. As our Co-Founder and former Chief Creative Officer and Co-CEO of the Company, and as a result of his experience in the financial industry, Mr. Bhatt brings to our Board a strong vision for the Company’s products and business plans; historical and institutional knowledge about the Company, its leadership, and culture; and a keen understanding of strategies, values, and challenges that impact our business and customers. | |

  28. Director Independence

    | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |

  29. Director Independence

    | 34 | Robinhood 2024 Proxy Statement |

  30. Director Independence

    | | Professional Highlights Harvard Business School Professor of Technology and Operations Management; her research investigates how leaders create the conditions for organizations and individuals to thrive by designing for excellence in strategy, operations, and culture (Since July 1998) Uber Technologies, Inc., a ride sharing company Senior Vice President of Leadership and Strategy (June 2017 - February 2018) Other Public Company Directorships AltC Acquisition Corp., a special purpose acquisition company (Since July 2021) Blue Buffalo Pet Products, Inc., a pet food company (December 2014 - April 2018) Advance Auto Parts, Inc., an automotive parts retailer (December 2009 - April 2013) Education Professor Frei holds a Ph.D. in Operations Research from the Wharton School of the University of Pennsylvania, an M.Eng. in Industrial Engineering from Pennsylvania State University, and a B.A. in Computer Mathematics from the University of Pennsylvania. | | | Frances Frei Independent | | | | Age: 60 Director Since: November 2021 Committees: | | | | | Key Skills | | | | | Marketing - Marketing and brand-building capabilities in rapidly changing and customer-facing industries, including new markets, and opportunities for innovation and disruption | | | | Risk Management - Important to the Board’s role in overseeing the risks facing the Company | | | | Academia/Education - Brings perspective regarding organizational management and academic research relevant to our business and strategy | | | Qualifications and Additional Experiences Professor Frei contributes to the mix of experiences and qualifications the Board seeks to maintain through her academic research and industry experience around leadership and trust and her experience working with high growth organizations. In addition, Professor Frei delivered a widely-viewed TED talk in May 2018 on how to build (and rebuild) trust. She is a co-author of two books, Unleashed: The Unapologetic Leader’s Guide to Empowering Everyone Around You (June 2020) and Uncommon Service: How to Win by Putting Customers at the Core of Your Business (2012). She also co-founded The Leadership Consortium LLC, a leadership development program, and since September 2018 she has provided corporate strategy and leadership consulting through The Morriss Group, LLC. As a result of her experience, Professor Frei brings to our Board a deep understanding of organizational management, risk oversight, and insight into innovative developments that affect our business. | |

  31. Director Independence

    | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |

  32. Director Independence

    | Proposal 1 — Election of Directors | 35 |

  33. Director Independence

    | | Professional Highlights PricewaterhouseCoopers LLP (“PwC”), one of the “Big Four” accounting firms Partner, a position from which she retired in June 2021 Other Public Company Directorships Fastly, Inc., a cloud computing services provider (Since July 2021) APi Group Corporation, a construction engineering company (Since March 2022) Education Ms. Loop is a Certified Public Accountant and holds a B.S. in Business Administration from the University of California, Berkeley. | | | Paula Loop Independent Age: 62 Director Since: June 2021 Committees: | | | | | Key Skills | | | | | Finance - Financial expertise with experience analyzing financial statements and expertise in financial strategy, accounting, and reporting | | | | Risk Management - Important to the Board’s role in overseeing the risks facing the Company | | | | Corporate Governance - Supports our goals of strong Board and management accountability, transparency, and protection of stockholder interests | | | Qualifications and Additional Experiences Ms. Loop contributes to the mix of experiences and qualifications the Board seeks to maintain through her extensive experience in corporate governance, technical accounting, and SEC financial reporting matters. In addition, over the course of a more than 30-year career with PwC, Ms. Loop served as the leader of PwC’s Governance Insights Center, from 2016 to 2021, where she led all of PwC’s governance education programs, as PwC’s New York Metro Regional Assurance Leader from 2012 to 2016, and as PwC’s U.S. and Global Talent Leader from 2010 to 2012. Ms. Loop was a member of PwC’s Board of Partners from June 2017 to June 2021, including on the firm’s Governance, Risk & Quality, and Executive Compensation Committees. Beginning in December 2019, Ms. Loop served on the board of the Value Reporting Foundation, which oversaw efforts by the Sustainability Accounting Standards Board to establish industry-specific disclosure standards across a range of ESG topics until it consolidated into the IFRS Foundation in August 2022, and from 2018 to 2021 she served as advisory board chair at the NYU Stern Center for Sustainable Business. Ms. Loop brings to our Board extensive experience in a wide range of financial and accounting matters and a solid understanding of corporate governance, risk management and stockholder interests. | |

  34. Director Independence

    | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |

  35. Director Independence

    | 36 | Robinhood 2024 Proxy Statement |

  36. Director Independence

    | | Professional Highlights Ribbit Capital, a venture capital firm focused on investing in innovative companies in the financial services sector Founder and Managing Partner (Since May 2012) Bling Nation Ltd., a mobile payments company, which later evolved into Lemon Inc., a mobile wallet company that was acquired in 2013 Co-Founder and Co-Chief Executive Officer (2008 – 2011) Banco Lemon, a Brazilian retail bank serving the underbanked population, which went on to become one of the largest private microfinance institutions in Brazil, until its acquisition in 2009 by Banco do Brasil S.A., Latin America’s largest bank Co-Founder (2003) Patagon.com, Inc., an online brokerage, which became Latin America’s first comprehensive internet-based financial services portal and dealer until its acquisition in March 2000 by Banco Santander, S.A. Founder (1998) Heptagon Group, a securities and investment broker-dealer Co-Founder (1991) Other Public Company Directorships Ribbit LEAP, Ltd., a special purpose acquisition company (September 2020 - August 2022) MercadoLibre, Inc., an online marketplace (March 2013 - April 2021) Education Mr. Malka holds a degree in economics from the Universidad Católica Andrés Bello. | | | Meyer Malka Independent | | | | Age: 49 Director Since: March 2022 Committees: | | | | | Key Skills | | | | | Marketing - Marketing and brand building capabilities in rapidly changing and customer-facing industries, including new markets, and opportunities for innovation and disruption | | | | Finance - Financial expertise with experience analyzing financial statements and expertise in financial strategy, accounting, and reporting | | | | Technology Infrastructure - Relevant to the Company as it looks for ways to enhance the customer experience and internal operations and oversee cybersecurity risk | | | Qualifications and Additional Experiences Mr. Malka contributes to the mix of experience and qualifications the Board seeks to maintain through his extensive experience in the financial and technology sectors. In addition, Mr. Malka has more than 25 years of experience building and investing in technology and financial services across the U.S., Europe, and Latin America. Mr. Malka currently serves on the boards of several private companies as well. As a result of his experience, Mr. Malka brings to our Board a deep understanding of the particular industry and technology sectors in which we operate and valuable insight into marketing and branding our products. | |

  37. Director Independence

    | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |

  38. Director Independence

    | Proposal 1 — Election of Directors | 37 |

  39. Director Independence

    | | Professional Highlights Robinhood Lead Independent Director (Since May 2021) Amazon.com, Inc., an e-commerce company Director (Since December 2010) Lead Director (September 2017 - September 2023) Senior Roles at: Apple Inc., a consumer electronics company, where he played a key role in developing the iPod as General Manager of the iPod Division from 2002 to 2006 (February 1997 - April 2006) Bridgewater Associates, an investment management firm (March 2016 - March 2017) Hewlett-Packard Co., an information technology company (July 2010 - January 2012) Palm, Inc., a smartphone manufacturer (June 2009 - July 2010, when it was acquired by Hewlett-Packard) Other Public Company Directorships Qualcomm Incorporated, a semiconductor company (May 2013 - May 2016) Palm, Inc., a smartphone manufacturer (October 2007 - July 2010) Education Mr. Rubinstein holds an M.S. in computer science from Colorado State University, an M.Eng. in electrical engineering from Cornell University, and a B.S. from Cornell University. | | | Jonathan Rubinstein Independent | | | | Age: 67 Director Since: May 2021 Committees: | | | | | Key Skills | | | | | Executive Leadership - Operating experience as a senior executive leader, shaping strategy, performance, and prioritization | | | | Technology Infrastructure - Relevant to the Company as it looks for ways to enhance the customer experience and internal operations and oversee cybersecurity risk | | | | Business Operations and Strategy - A practical understanding of developing, implementing, and assessing our operating plan and business strategy | | | Qualifications and Additional Experiences Mr. Rubinstein contributes to the mix of experiences and qualifications the Board seeks to maintain through his experience as a senior leader in high profile technology companies and his experience serving on other public company boards, including as a Lead Director. In addition, Mr. Rubinstein has served as a Senior Advisor at PDT Partners, an asset management firm, since September 2017. He is also a member of the National Academy of Engineering and a senior member of the Institute of Electrical and Electronics Engineers. As a result of his experiences, Mr. Rubinstein brings to our Board a deep understanding of the risks and opportunities involved in the development of strategies and diverse businesses, practical knowledge of executive management, and extensive insight into technological developments that affect our business, including customer experience and cybersecurity matters. | |

  40. Director Independence

    | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |

  41. Director Independence

    | 38 | Robinhood 2024 Proxy Statement |

  42. Director Independence

    | | Professional Highlights Americas Society and Council of the Americas, a non-profit organization focused on political, social, and economic issues and development throughout the Americas President and CEO (Since August 2003) JP Morgan Partners/Chase Capital Partners, a private equity division of the financial services firm, JPMorgan Chase Former Partner and Head of the Latin American Group, where she focused on pioneering early-stage venture capital investing in Latin America Other Public Company Directorships MercadoLibre, Inc., an online marketplace (Since April 2012) Vista Energy, S.A.B. de C.V., an oil and gas company (Since July 2017) Scotiabank, a banking and financial services company (December 2011 - April 2023) Ribbit LEAP, Ltd., a special purpose acquisition company (September 2020 - September 2022) Education Ms. Segal holds a master’s degree in business administration from Columbia University and a bachelor’s degree from Sarah Lawrence College. | | | Susan Segal Independent Age: 71 Director Since: March 2024 Committees: | | | | | Key Skills | | | | | Executive Leadership - Operating experience as a senior executive leader, shaping strategy, performance, and prioritization | | | | Marketing - Marketing and brand-building capabilities in rapidly changing and customer-facing industries, including new markets, and opportunities for innovation and disruption | | | | Business Operations and Strategy - A practical understanding of developing, implementing, and assessing our operating plan and business strategy | | | Qualifications and Additional Experiences Ms. Segal contributes to the mix of experience and qualifications the Board seeks to maintain through her extensive experience in the financial sector, both in the U.S. and internationally, and her many years of service on public company boards. In addition, Ms. Segal has more than 30 years of experience in the private sector in Latin America and other emerging markets. She founded an investment advisory focused on Latin America and the U.S. Hispanic market. Ms. Segal currently serves on the boards of several non-profit organizations as well, including the Tinker Foundation and the Bretton Woods Foundation. Ms. Segal was also named an honorary director of Scotiabank, was also a director and chairman of Scotiabank USA, a nonpublic subsidiary of Scotiabank through December 2023, and is a member of the Council on Foreign Relations. As a result of her experience, Ms. Segal brings to our Board a deep understanding of the particular industry sectors in which we operate and extensive insight into international market and operations. | |

  43. Director Independence

    | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |

  44. Director Independence

    | Proposal 1 — Election of Directors | 39 |

  45. Director Independence

    | | Professional Highlights Autodesk, Inc., a provider of 3D design, engineering, and entertainment software and services Chief Marketing Officer, where she is responsible for marketing strategy globally and oversees worldwide marketing, brand and communications, global demand generation, and education business teams (Since October 2022) Peloton Interactive, Inc., an interactive fitness platform Senior Vice President, Head of Global Marketing & Communications, where she set strategy and goals for Peloton’s marketing efforts to build its brand and drive growth and international expansion (August 2020 - September 2022) Carbon, Inc., a 3D printing technology company Chief Marketing and Communications Officer (December 2018 - August 2020) GE Business Innovations and GE Ventures, which commercialized GE’s intellectual property Chief Marketing Officer (July 2017 - December 2018) Apple Inc., a consumer electronics company Global Head of Demand Generation, Filemaker, and other various positions (June 2014 - July 2017) Goldman Sachs & Co, an investment banking firm FINRA-registered position (August 2010 - August 2012) Other Public Company Directorships PG&E Corporation, a natural gas and electric utility (July 2020 - October 2021) Education Ms. Treseder holds an M.B.A. from Stanford University Graduate School of Business and an A.B. from Harvard University. | | | Dara Treseder Independent Age: 35 Director Since: November 2021 Committees: | | | | | Key Skills | | | | | Marketing - Marketing and brand-building capabilities in rapidly changing and customer-facing industries, including new markets, and opportunities for innovation and disruption | | | | Executive Leadership - Operating experience as a senior executive leader, shaping strategy, performance, and prioritization | | | | Business Operations and Strategy - A practical understanding of developing, implementing, and assessing our operating plan and business strategy | | | Qualifications and Additional Experiences Ms. Treseder contributes to the mix of experiences and qualifications the Board seeks to maintain through her experience in marketing and communications. In addition, Ms. Treseder currently serves on the board of directors of the Public Health Institute, a non-profit organization, which she joined in 2017, and on the board of directors of the Autodesk Foundation, a non-profit organization, which she joined in 2022. Ms. Treseder brings to our Board extensive experience with and a keen understanding of the marketing strategies and global brands which impact our business. | |

  46. Director Independence

    | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |

  47. Director Independence

    | 40 | Robinhood 2024 Proxy Statement |

  48. Director Independence

    | | Professional Highlights Belfer Center for Science and International Affairs at Harvard University Senior Fellow (Since July 2012) Temasek Holdings (Private) Limited, a Singapore sovereign wealth fund Chairman, Americas (Since July 2023) Board Member (August 2013 - June 2023) Brunswick Group, a strategic advisory firm Senior Counselor (Since May 2017) Public Sector Posts •President of the World Bank (July 2007 - June 2012) •Deputy Secretary of State (February 2005 - June 2006) •U.S. Trade Representative (February 2001 - February 2005) •Deputy Chief of Staff at the White House (August 1992 - January 1993) •Undersecretary of State (February 1989 - August 1992) •Counselor to Secretary James Baker while working in the Department of the Treasury (1985 – 1988) AllianceBernstein Holding L.P., a global asset management firm Non-executive board chairman (May 2017 - April 2019) Laureate Education, Inc. Member of the board (December 2013 - December 2017) Senior posts at: Goldman Sachs & Co., an investment banking firm The Federal National Mortgage Association (commonly known as Fannie Mae), a federally sponsored mortgage securitization company U.S. Naval Academy, a distinguished college for military officers Other Public Company Directorships X Corp (f/k/a Twitter, Inc.), a microblogging service (July 2018 - May 2022) Education Mr. Zoellick holds a J.D. from Harvard Law School, an M.P.P. from Harvard’s John F. Kennedy School of Government, and a B.A. from Swarthmore College. | | | Robert Zoellick Independent Age: 70 Director Since: May 2021 Committees: | | | | | Key Skills | | | | | Regulatory - Sophistication in understanding and navigating the heavily regulated industries in which we operate | | | | Academia/Education - Brings perspective regarding organizational management and academic research relevant to our business and strategy | | | | Government and Public Policy - Demonstrated expertise in navigating the complex political landscape in which we operate | | | Qualifications and Additional Experiences Mr. Zoellick contributes to the mix of experiences and qualifications the Board seeks to maintain through his perspectives and extensive experience he brings from serving in the government and in the private and public sectors. In addition, Mr. Zoellick is the author of America in the World: A History of U.S. Diplomacy and Foreign Policy (2020). Currently, Mr. Zoellick also chairs the International Advisory Council of Standard Chartered Bank, a banking and financial services company, and serves on the Strategic Council of Swiss Re, a reinsurance company. He is a member of the boards of several non-profit organizations, including the Carnegie Endowment for International Peace, the Peterson Institute for International Economics, and the Wildlife Conservation Society. As a result of his experience, Mr. Zoellick brings to our Board sophistication in understanding and navigating the heavily regulated industries in which we operate. | |

  49. Director Independence

    | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |

  50. Director Independence

    | Proposal 1 — Election of Directors | 41 |

  51. Director Compensation

    Director Compensation The Board assessed director compensation arrangements at our peer group companies with the assistance of our independent compensation consultant, Pay Governance LLC (“Pay Governance”), and adopted a Non-Employee Director Compensation Program. The Non-Employee Director Compensation Program specifies the compensation paid to our non-employee directors following the IPO and is intended to attract and retain, on a long-term basis, exceptional directors. We intend to periodically evaluate our Non-Employee Director Compensation Program as part of our regular review of our overall compensation program and strategy and may make adjustments, as appropriate. Under our Non-Employee Director Compensation Program, each non-employee director receives cash and equity compensation for service on our Board. In addition, the Lead Independent Director, committee chairs, and committee members are entitled to receive annual cash retainers, payable quarterly in arrears (and prorated for any partial quarter of service).

  52. Director Compensation

    | Director Retainer | | | | Committee and Leadership Retainers | | |

  53. Director Compensation

    Each non-employee director is entitled to receive an annual cash retainer of $50,000 for Board membership, payable quarterly in arrears (and prorated for any partial quarter of service). Each non-employee director may elect to have his or her cash retainers paid in the form of equity, either as fully vested shares of Class A common stock or fully vested RSUs (with deferred settlement) in respect of Class A common stock. Elections must be made in advance. Each director who elects to receive equity in lieu of cash will automatically be granted a number of shares or RSUs, as applicable, each quarter equal to the amount of his or her quarterly retainer divided by the closing price per share of our Class A common stock on the grant date, which is generally the last day of the calendar quarter for which the retainer would otherwise have been paid. Each non-employee director who is first elected or appointed to the Board will receive an automatic initial award of a number of RSUs determined by dividing $225,000 by the grant date closing price of our Class A common stock. This initial award will vest in equal quarterly installments over three years, subject to the non-employee director providing services through each applicable vesting date. Additionally, on the date of each annual meeting of our stockholders, each non-employee director continuing as a director after the meeting will automatically be granted a number of RSUs determined by dividing $225,000 by the grant date closing price of our Class A common stock. Any non-employee director who joins our Board between annual meetings will automatically be granted a prorated annual award of RSUs for the first partial year of service. Annual grants will vest in equal quarterly installments over one year, subject to the non-employee director providing services through each applicable vesting date (with the final tranche scheduled to vest the day before the next annual meeting, and with prorated annual grants vesting in tandem with the full-year annual grants). Each non-employee director may also elect to defer the settlement of equity compensation by completing and filing a deferral election form. Any such deferred compensation will be settled at the time specified in the director’s deferral election form. The terms of our non-employee directors’ RSUs (whether granted pre-IPO or post-IPO) provide for full acceleration of any outstanding but unvested RSUs upon a change in control of Robinhood.

  54. Director Compensation

    | 64 | Robinhood 2024 Proxy Statement |

  55. Director Compensation Table

    Director Compensation Table The following table presents fiscal year 2023 compensation information for Robinhood’s non-employee directors who served during any part of the year. Mr. Tenev and Mr. Bhatt, who served as Robinhood’s employee directors during 2023, received no additional compensation for their service on the Board.

  56. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3)(4) | All Other Compensation ($) | Total ($) | | Current Directors: | | | | | | Frances Frei(5) | – | 304,975 | – | 304,975 | | Paula Loop(6) | 93,500 | 225,000 | – | 318,500 | | Meyer Malka(7) | – | 283,474 | – | 283,474 | | Jonathan Rubinstein(8) | – | 350,478 | – | 350,478 | | Dara Treseder(9) | 63,500 | 225,000 | – | 288,500 | | Robert Zoellick(10) | 90,000 | 225,000 | – | 315,000 |

  57. Director Compensation Table

    (1)Represents amounts paid in respect of Board service in 2023. Cash amounts differ, in part, because some directors elected pursuant to our Non-Employee Director Compensation Program to receive RSUs in lieu of their quarterly cash fees for Board and committee service (see “Director Compensation” above) and directors joined the Board at different points during the year. (2)Represents the aggregate grant date fair value of each director’s RSUs computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification™ Topic 718 Compensation—Stock Compensation (“FASB ASC 718”). These amounts represent only the grant date fair value for accounting purposes and do not reflect whether the director has actually realized a financial benefit from the awards (such as by vesting in stock). For information on the assumptions used in the grant date fair value computations, refer to the following sections of our 2023 Form 10-K: “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates;” Note 1 to our consolidated financial statements—“Description of Business and Summary of Significant Accounting Policies—Share-based Compensation;” and Note 14 to our consolidated financial statements—“Common Stock and Stockholders' (Deficit) Equity—Equity Incentive Plans.” (3)Unvested RSUs at Year-End. The number of unvested RSUs held on December 31, 2023, by each non-employee director was as follows:

  58. Director Compensation Table

    | •Frances Frei: 19,020 unvested RSUs •Paula Loop: 32,723 unvested RSUs •Meyer Malka: 25,476 unvested RSUs | •Jonathan Rubinstein: 44,043 unvested RSUs •Dara Treseder: 19,027 unvested RSUs •Robert Zoellick: 30,459 unvested RSUs |

  59. Director Compensation Table

    Vested but Unpaid RSUs at Year-End. Our Non-Employee Director Compensation Program provides that non-employee directors may elect to defer payment of RSUs (i.e., to defer settlement and delivery of vested shares) in some circumstances. The number of vested but unpaid RSUs held on December 31, 2023, by each non-employee director was as follows:

  60. Director Compensation Table

    | •Frances Frei: 0 vested but unpaid RSUs | •Jonathan Rubinstein: 43,215 vested but unpaid RSUs | | •Paula Loop: 30,040 vested but unpaid RSUs | •Dara Treseder: 0 vested but unpaid RSUs | | •Meyer Malka: 0 vested but unpaid RSUs | •Robert Zoellick: 0 vested but unpaid RSUs |

  61. Director Compensation Table

    (4)On June 20, 2023 (the day of our 2023 annual meeting of stockholders), each current director automatically received under our Non-Employee Director Compensation Program an annual award of 22,500 RSUs, which had a grant date fair value of $225,000. (5)Professor Frei elected to receive her quarterly Board and committee fees for 2023 in the form of stock in lieu of cash. Accordingly, we granted Professor Frei an award of 2,059 shares of Class A common stock on March 31, 2023, which had a grant date fair value of $19,993; 2,004 shares of Class A common stock on June 30, 2023, which had a grant date fair value of $20,000; 2,038 shares of Class A common stock on September 30, 2023, which had a grant date fair value of $19,993; and 1,569 shares of Class A common stock on December 31, 2023, which had a grant date fair value of $19,989. (6)Ms. Loop elected to receive her quarterly Board and committee fees for 2023 in the form of cash.

  62. Director Compensation Table

    | Corporate Governance | 65 |

  63. Director Compensation Table

    (7)Mr. Malka elected to receive his quarterly Board and committee fees for 2023 in the form of stock in lieu of cash. Accordingly, we granted Mr. Malka an award of 1,506 shares of Class A common stock on March 31, 2023, which had a grant date fair value of $14,623; 1,465 shares of Class A common stock on June 30, 2023, which had a grant date fair value of $14,621; 1,490 shares of Class A common stock on September 30, 2023, which had a grant date fair value of $14,617; and 1,147 shares of Class A common stock on December 31, 2023, which had a grant date fair value of $14,613. (8)Mr. Rubinstein elected to receive his quarterly Board and committee fees for 2023 in the form of stock in lieu of cash. Accordingly, we granted Mr. Rubinstein an award of 3,231 shares of Class A common stock on March 31, 2023, which had a grant date fair value of $31,373; 3,143 shares of Class A common stock on June 30, 2023, which had a grant date fair value of $31,367; 3,198 shares of Class A common stock on September 30, 2023, which had a grant date fair value of $31,372; and 2,462 shares of Class A common stock on December 31, 2023, which had a grant date fair value of $31,366. (9)Ms. Treseder elected to receive her quarterly Board and committee fees for 2023 in the form of cash. (10)Mr. Zoellick elected to receive his quarterly Board and committee fees for 2023 in the form of cash.

  64. 2023 Executive Compensation Highlights

    2023 Executive Compensation Highlights The People Committee reviews our executive compensation program on a regular basis with respect to competitive market practices, our strategic objectives, and our pay-for-performance philosophy. In connection with the People Committee’s review of compensation, the following key decisions were made with respect to compensation in 2023: •Canceled Co-Founders’ 2021 Market-Based RSUs. Our Co-Founders recommended, and the People Committee approved, the cancelation of the Co-Founders’ pre-IPO 2021 market-based RSUs (the “2021 Market-Based PSUs”), which totaled 35.5 million unvested shares tied to specific stock price hurdles. This cancelation moved the Company closer to achieving GAAP profitability as it reduced our GAAP operating costs by up to $50 million per quarter starting in the second quarter of 2023. The cancelation also eliminated the potential dilution associated with these awards. •No new equity awards for our Co-Founders. We did not grant any new equity awards to our Co-Founders in 2023. •Changed annual incentive bonus measures. The People Committee shifted the annual incentive plan’s measures from NCFAs and Adjusted EBITDA, equally weighted, to total net revenues and Adjusted EBITDA, equally weighted. For purposes of the annual incentive bonus program, Adjusted EBITDA was calculated from the Company’s audited financial statements in the same manner as the Company’s publicly reported Adjusted EBITDA (the Company’s Adjusted EBITDA as reported for the year ended December 31, 2023, is reconciled to the most directly comparable GAAP measure in the Appendix). •Increased performance bonus targets. In review of market data, we revised our pay mix to increase the weighting on performance-based cash compensation by increasing our performance-based annual bonus targets for each non-Founder NEOs from 50% of salary to 75% of salary. This change further reinforced our pay-for-performance philosophy. •Granted equity awards during our annual refresh cycle to certain non-Founder NEOs. The People Committee granted time-based equity awards to our non-Founder NEOs vesting in 16 equal quarterly installments over four years. The grant date fair value of these awards was $9.5 million for Mr. Gallagher, $7.0 million for Mr. Warnick, and $4.0 million for Mr. Quirk. •Granted supplemental award to CFO. The People Committee made a $2.0 million supplemental award of time-based RSUs in March 2023 to strengthen the retention value of compensation of our CFO, Mr. Warnick. These awards vest in equal quarterly installments over two years. •Select salary increase. The People Committee reviewed the base salaries of our NEOs and determined to maintain salaries at existing levels for all but Mr. Quirk. The People Committee increased Mr. Quirk’s salary from $500,000 to $550,000 in recognition of his expanded scope within the Company and in line with other non-Founder NEOs. Please see the Appendix in this proxy statement for additional information.

  65. Compensation and Governance Practices

    | What We Do | What We Do Not Do | | Maintain a stock ownership policy that reinforces the alignment of executive and stockholder interests. Maintain robust clawback policies allowing recoupment of incentive-based compensation paid to executive officers in the event of certain detrimental conduct, as well as in the case of accounting restatements in accordance with applicable Nasdaq listing standards. Link pay and performance by providing a significant portion of compensation in the form of variable and long-term incentives. Promote long-term focus through awards that vest over multiple years. Review management succession and leadership development programs. Use an independent compensation consultant. Engage stockholders on a range of executive compensation and governance topics. Hold an annual say-on-pay advisory vote. | No pledging of, and hedging against losses in, Robinhood securities. No excessive executive perquisites such as executive-only club memberships or medical benefits. We provide certain personal security arrangements that we consider necessary for the Company’s benefit. No single-trigger cash payments or acceleration of unvested equity awards for executive officers in connection with a change-in-control for all awards granted in 2021 or later. No guaranteed annual salary increases or bonuses. No fixed-term employment agreements. No tax gross-ups for “excess parachute payments.” |

  66. Elements of Compensation

    | Compensation Type | Key Features | | Base Salary | Fixed level of compensation for expected day-to-day responsibilities. Adjustments are generally considered annually based on performance, scope of responsibility, time in role, experience, and competitive market. | | Annual Cash Incentive | Variable incentive opportunity based on the achievement of pre-established financial and operating objectives. | | Long-Term Incentives | Equity awards with multi-year vesting to reinforce the importance of long-term ownership, create alignment with our stockholders, and promote retention. Equity-based compensation is the most significant portion of compensation for our executive officers to reinforce our pay-for-performance culture and alignment with stockholders. |

  67. 2023 Executive Pay Mix

    2023 Executive Pay Mix Our Co-Founders received only a modest salary in 2023, continued to decline the opportunity to participate in the annual cash incentive program and did not receive new equity awards in 2023. Our non-Founder NEOs received a significant portion of compensation in the form of short-and long-term incentives that are either directly tied to key performance metrics or at risk and/or linked to the value of our stock. In 2023, 91% of our non-Founder NEOs’ compensation, on average, was incentive-based. What is equity compensation? Equity compensation is a non-cash form of pay offered to employees that represents an ownership opportunity in the company. Equity compensation is stock-based, and may include stock options, restricted stock units, and performance stock units tied to outcomes on performance metrics.

  68. 2023 Executive Compensation Program

    2023 Executive Compensation Program Robinhood’s executive compensation program is designed to focus our executive officers on the long-term performance of the Company and to create significant stockholder alignment. We believe that equity awards align the interests of our executive officers with our stockholders, provide our executive officers with incentives linked to long-term performance, and foster an ownership mentality. In addition, the long-term vesting features of our equity awards serve an important retentive function that reflects the value we place on management longevity. The People Committee gives no single element in our compensation program any fixed weight, but rather each executive’s compensation level and the appropriate mix of equity award types and other compensation elements ultimately reflects the People Committee’s business judgment in consideration of these factors and stockholder interests. To that end, as further described below, our Board and the People Committee designed our executive compensation program to be significantly weighted towards long-term equity incentives that vest over a multi-year period, which serve to link our executives’ long-term compensation outcomes to Company performance and therefore to the interests of stockholders over time.

  69. Annual Cash Incentive

    Annual Cash Incentive The People Committee introduced a performance-based annual cash incentive starting in our 2022 executive compensation program as a means to further motivate performance on annual financial metrics tied to our long-term strategy and performance. In review of market data in March 2023 and to further incentivize focus on key annual objectives, the People Committee determined to increase our performance-based annual bonus targets for each continuing non-Founder NEO from 50% of salary to 75% of salary. The 2023 performance-based annual bonus target was not applicable to Ms. Howard, who ceased to serve as Chief Operating Officer on April 3, 2023.

  70. Annual Cash Incentive

    | Executive | Target Bonus (% of Salary) | | % (Decrease) Increase | | | 2023 | 2022 | | | Vladimir Tenev | — | — | — | | Jason Warnick | 75% | 50% | 25% | | Baiju Bhatt | — | — | — | | Daniel Gallagher | 75% | 50% | 25% | | Steven Quirk | 75% | 50% | 25% | | Gretchen Howard | — | 50% | — |

  71. Annual Cash Incentive

    | 76 | Robinhood 2024 Proxy Statement |

  72. Annual Cash Incentive

    For 2023, the People Committee also modified the annual cash incentive plan’s measures, retaining Adjusted EBITDA but replacing NCFAs with total net revenues to better reflect the key measures of our financial success and long-term growth. These metrics were equally weighted in determination of the final payout. Adjusted EBITDA was calculated from the Company’s audited financial statements in the same manner as the Company’s publicly reported Adjusted EBITDA (the Company’s Adjusted EBITDA as reported for the year ended December 31, 2023, is reconciled to the most directly comparable GAAP measure in the Appendix). The People Committee worked with management to set targets that reflect our growth objectives to drive long-term value creation for our stockholders. When setting these goals, the People Committee considered relevant factors, including previous year financial results, current business and macroeconomic conditions, and our financial plan and expectations for the year. In setting our Adjusted EBITDA goal, the People Committee specifically considered that in 2022 we had accomplished our goal of reaching positive Adjusted EBITDA and had achieved significant momentum in Adjusted EBITDA growth over the past year, and therefore set ambitious targets to drive continued strong Adjusted EBITDA growth. We also set our total net revenues target to be aggressive yet attainable in the context of our expectations for the year. For 2023, the Company performance resulted in bonus payouts between target and maximum for both total net revenues and Adjusted EBITDA. Consistent with the payout scale and performance outcomes shown below, the People Committee approved payouts at 146% of target.

  73. Annual Cash Incentive

    | | | Performance Goals | | | Performance Outcomes(2) | | | Weighting | Threshold | Target | Maximum | Payout (% of target) | | Net Revenue | 50% | | | | 134% | | Adjusted EBITDA(1) | 50% | | | | 158% | | Approved Performance Result | | | | | 146% |

  74. Annual Cash Incentive

    (1)For purposes of the annual cash incentive program, Adjusted EBITDA is calculated from the Company’s audited financial statements in the same manner as the Company’s publicly reported Adjusted EBITDA. The Company’s Adjusted EBITDA as reported for the year ended December 31, 2023, is reconciled to the most directly comparable GAAP measure in the Appendix. (2)Payout will be interpolated between discrete points. If actual achievement is below threshold, then it results in a zero payout. The actual payout for NEOs’ 2023 annual cash incentive award, as approved by the People Committee is set forth below.

  75. Annual Cash Incentive

    | Executive | 2023 Eligible Earnings | Target Annual Incentive | Company Performance Multiplier | Final Award | | Vladimir Tenev | — | — | — | — | | Jason Warnick | $550,000 | 75% | 146% | $601,755 | | Baiju Bhatt | — | — | — | — | | Daniel Gallagher | $550,000 | 75% | 146% | $601,755 | | Steven Quirk | $539,178 | 75% | 146% | $589,915 |

  76. Long-Term Incentive Equity Awards

    Long-Term Incentive Equity Awards We believe our executive officers are motivated to remain at Robinhood, focused on achieving our mission, and incentivized to maximize stockholder value by having a significant percentage of their target compensation at risk and payable in the form of equity awards that vest over multiple years. Most of our non-Founder NEOs’ compensation is provided in the form of equity awards.

  77. Long-Term Incentive Equity Awards

    | Executive Compensation | 77 |

  78. Long-Term Incentive Equity Awards

    In 2023, the People Committee granted long-term equity in the form of time-based RSUs to our non-Founder NEOs. We believe time-based RSUs provide a strong retention incentive for our executive officers which is highly important as we advance our growth strategy as a recently-public company, and provide a reward for growth in the value of our Class A common stock, which also aligns with our stockholder experience. The size of awards made to our non-Founder NEOs is not determined based on a specific formula but rather through the exercise of the People Committee’s judgment after considering a host of factors, including market data, individual performance, the CEO’s recommendation, importance or criticality of role, scope of responsibility, the current unvested equity held by each non-Founder NEO and related vesting schedules, and the potential retentive value of the proposed awards. Refresh Grants. The People Committee granted time-based RSUs to our non-Founder NEOs during our annual refresh cycle that vest in 16 quarterly installments over four years. The grant date fair value of the refresh award was $9.5 million for Mr. Gallagher, $7.0 million for Mr. Warnick, and $4.0 million for Mr. Quirk. Supplemental Grants. The People Committee may periodically grant supplemental awards to reward extraordinary efforts, to strengthen the retention value of executive compensation in a highly competitive market, and to further align the executive officers’ interests with stockholder interests and create value for our stockholders over the long term. In consideration of these factors, the People Committee granted a $2.0 million supplemental award of time-based RSUs in March 2023 to Mr. Warnick that vests in eight quarterly installments. Cancelation of Co-Founders’ 2021 Market-Based RSUs. Our Co-Founders recommended, and the People Committee approved, the cancelation of the Co-Founders’ 2021 Market-Based PSUs, which totaled 35.5 million unvested shares tied to specific stock price hurdles. This cancelation moved the Company closer to achieving GAAP profitability because it reduced our GAAP operating costs by up to $50 million per quarter starting in the second quarter of 2023. The cancelation also eliminated the potential dilution associated with these awards. Our Board and People Committee did not make any new equity grants or provide other forms of compensation to our Co-Founders in connection with the cancelation of the 2021 Market-Based PSUs. The 2019 market-based RSUs tied to the achievement of other specific stock price hurdles were unchanged and remain outstanding and subject to continued service and aggressive stock price performance goals. Long-Term Incentive Equity Awards Granted to NEOs in 2023

  79. Long-Term Incentive Equity Awards

    | Executive | Refresh Grants | Supplemental Grants | Total | | Vladimir Tenev | — | — | — | | Jason Warnick | $7,000,000 | $2,000,000 | $9,000,000 | | Baiju Bhatt | — | — | — | | Daniel Gallagher | $9,500,000 | — | $9,500,000 | | Steven Quirk | $4,000,000 | — | $4,000,000 |

  80. Role of the People Committee

    Role of the People Committee The People Committee works closely with its independent compensation consultant, Pay Governance, and meets regularly, including in executive sessions without members of management present, to make decisions on our executive compensation program with respect to the compensation of our CEO and other executives. Compensation granted to our NEOs is not determined based on a specific formula but rather through the exercise of the People Committee’s judgment after considering a host of factors, including market data, individual performance, the CEO’s recommendation, importance of role, scope of responsibility, the current unvested equity held by each NEO and related vesting schedules, and the potential retentive value of the compensation package. The People Committee gives no single factor any fixed weight. Each executive’s compensation level, as well as the appropriate mix of equity award types and other compensation elements, ultimately reflects the People Committee’s business judgment in consideration of these factors and stockholder interests. Executive compensation levels and elements of our executive compensation program are not necessarily targeted to specific market or peer group levels. The People Committee has adopted a schedule for granting equity awards. Under this schedule, equity awards for our executive officers are generally granted at regularly scheduled meetings throughout the year. We do not grant awards in anticipation of the release of material nonpublic information. In addition, grants of equity awards to our executive officers were also subject to the approval of our full Board.

  81. Competitive Market Data

    Competitive Market Data In setting compensation for the NEOs, the Board and the People Committee considered the base salaries, annual incentive opportunities, and long-term incentive compensation of executives in comparable roles at similar “peer” companies. In September 2022, the People Committee approved a peer group for 2023 in consultation with its independent compensation consultant, Pay Governance. The People Committee considered publicly traded consumer-focused technology companies, fintech companies, other software technology companies, brokerage and exchange companies, and talent competitors, and selected a group where most companies had trailing 12-month revenues between 1/3x and 3x Robinhood’s revenue and between 1/4x and 4x Robinhood’s market capitalization at the time.

  82. Competitive Market Data

    | Executive Compensation | 79 |

  83. Competitive Market Data

    Preference was given to companies that had completed IPOs within the last three to five years and those with headquarters in the Bay Area. The executive compensation peer group was updated year-over-year to remove larger companies that did not fit our screening criteria or were no longer public and to add companies more similar to Robinhood in terms of revenues and market capitalizations. The following previous peers were removed: Airbnb, Autodesk, Block, Crowdstrike, DoorDash, Palo Alto Networks, Twitter, Workday, and Zoom Video Communications. The following peers were added: Box, Cloudflare, Interactive Brokers Group, Marqeta, New Relic, Nutanix, SoFi Technologies, and Twilio. As a result, the 2023 peer group was as listed below: •Affirm Holdings, Inc. •Box, Inc. •Cloudflare, Inc. •Coinbase Global, Inc. •DocuSign, Inc. •Dropbox, Inc. •Interactive Brokers Group, Inc. •Lyft, Inc. •Marqeta, Inc. •Match Group, Inc. •New Relic, Inc. •Nutanix, Inc. •Okta, Inc. •Palantir Technologies Inc. •Pinterest, Inc. •Snap, Inc. •SoFi Technologies, Inc. •Splunk, Inc. •The Trade Desk, Inc. •Twilio, Inc. •Zillow Group, Inc. In addition to these compensation peers, the Board and the People Committee also reviewed pay data from the Radford technology survey, where relevant.

  84. Summary Compensation Table

    Summary Compensation Table The following table presents summary compensation information. As required by SEC rules, stock awards (RSUs and PSUs) are shown as compensation for the year in which they were granted (or modified) and are valued based on their grant date fair values (or modification date incremental values) for accounting purposes. Therefore: •the stock awards column reports RSUs and PSUs granted (or modified) in the years shown even though they have multi-year vesting schedules, some do not vest unless our stock achieves ambitious price goals, and some were subsequently canceled or forfeited; and •because the stock awards column reports the grant (or modification) of RSUs and PSUs, it does not reflect whether the executives actually realized any financial benefit from the awards (such as by vesting in stock).

  85. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($)(3) | | Vladimir Tenev | 2023 | 34,248 | — | — | — | 2,404,090(4) | 2,438,338 | | Co-Founder and Chief Executive Officer | 2022 | 34,248 | — | — | — | 1,263,281 | 1,297,529 | | | 2021 | 244,125 | — | 794,011,732 | — | 1,868,790 | 796,124,647 | | Jason Warnick | 2023 | 550,000 | — | 9,000,011 | 601,755 | 48,575(4) | 10,200,341 | | Chief Financial Officer | 2022 | 550,000 | — | 5,999,988 | — | 38,445 | 6,588,433 | | | 2021 | 542,569 | 150,000 | — | — | 144,095 | 836,664 | | Baiju Bhatt | 2023 | 34,248 | — | — | — | 697,619(4) | 731,867 | | Co-Founder and Former Chief Creative Officer (5) | 2022 | 34,248 | — | — | — | 901,755(6) | 936,003 | | | 2021 | 244,125 | — | 592,633,132 | — | 1,077,769 | 593,955,026 | | Daniel Gallagher | 2023 | 550,000 | — | 9,500,002 | 601,755 | 50,557(4) | 10,702,314 | | Chief Legal Officer | 2022 | 550,000 | — | 14,499,997 | — | 5,850 | 15,055,847 | | | 2021 | 542,569 | 150,000 | — | — | 169,545 | 862,114 | | Steven Quirk | 2023 | 539,178(7) | — | 4,000,006 | 589,915 | 52,992(4) | 5,182,091 | | Chief Brokerage Officer | 2022 | 480,769 | 200,000 | 12,999,991 | — | 1,387 | 13,682,147 | | Gretchen Howard | 2023 | 550,000 | — | 4,409,992(8) | —(9) | 18,857(4) | 4,978,849 | | Former Chief Operating Officer | 2022 | 550,000 | 350,000 | 5,999,988 | — | 19,490 | 6,919,478 | | | 2021 | 546,262 | 500,000 | — | — | 56,175 | 1,102,437 |

  86. Summary Compensation Table

    (1)For a list of 2023 stock awards (RSUs), see the Grants of Plan-Based Awards Table below. (2)The table above presents accounting value, not realized value: the “Stock Awards” amounts above represent the aggregate grant date fair value of RSUs and PSUs granted (and incremental fair value of RSUs and PSUs modified) during the years shown as computed for accounting purposes in accordance with FASB ASC 718. As a result, the “Stock Awards” column—and the “Total” column—include time-based awards that have not yet vested and performance-based awards that might never vest. For Mr. Tenev and Mr. Bhatt these columns include the 2021 Market-Based PSUs that were subsequently canceled. (3)Represents the cash payout under the Company’s annual cash incentive program, as described in “Executive Compensation—Compensation Discussion and Analysis— Annual Cash Incentive.” (4)For Mr. Tenev, this amount represents personal security services for which the Company paid $1,515,528 (including residential security and online privacy services) and costs of $888,562 related to personal usage of private aircraft. For Mr. Warnick, this amount represents personal security services for which the Company paid $38,585 (including residential security and online privacy services) and Company-paid 401(k) plan matching contributions of $9,990. For Mr. Bhatt, this amount represents personal security services for which the Company paid $697,619 (including residential security and online privacy services). For Mr. Gallagher, this amount represents personal security services for which the Company paid $44,191 (including residential security and online privacy services) and Company-paid 401(k) plan matching contributions of $6,366. For Mr. Quick, this amount represents personal security services for which the Company paid $49,092 (including residential security and online privacy services) and Company-paid 401(k) plan matching contributions of $3,900. For Ms. Howard, this amount represents personal security services for which the Company paid $18,857 (including residential security and online privacy services).

  87. Summary Compensation Table

    | Executive Compensation | 83 |

  88. Summary Compensation Table

    (5)Mr. Bhatt resigned as the Company’s Chief Creative Officer on March 21, 2024, and he continues to serve on the Board. (6)Represents personal security services for which the Company paid (including residential security and online privacy services). (7)Mr. Quirk’s annual salary was $500,000 until March 21, 2023, when it was increased to $550,000. (8)On March 15, 2023, Ms. Howard entered into a letter agreement with the Company to reflect her transition to an advisory role on April 3, 2023. The agreement provided for continued vesting during the transitional period from April 3, 2023, through January 1, 2024. Under FASB ASC 718, this agreement was treated as a modification of the terms of Ms. Howard’s outstanding equity awards. As required by SEC rules, the “Stock Awards” column presents the incremental fair value of the modified awards computed as of the modification date, compared to the fair value of the awards immediately prior to the modification, computed in accordance with FASB ASC 718. Ms. Howard did not receive any new equity awards in 2023. (9)In connection with Ms. Howard’s departure from the Company, Ms. Howard did not receive any cash incentive payout for 2023 pursuant to the Company’s annual cash incentive program.

  89. Grants of Plan-Based Awards Table—2023

    Grants of Plan-Based Awards Table—2023 The following table presents all plan-based awards granted to the NEOs during 2023. For a description of these awards, see the CD&A above, and the “Narrative Description of Executive Compensation Arrangements” below. The column “Grant Date Fair Value of Stock and Option Awards” presents the aggregate grant date fair value of each grant (as computed for financial accounting purposes), which does not reflect whether the executive actually realized a financial benefit from the grant (such as by vesting in stock or exercising options).

  90. Grants of Plan-Based Awards Table—2023

    | Name | Grant Date(1) | Estimated future payouts under non-equity incentive plan awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Vladimir Tenev | — | — | — | — | — | — | | Jason Warnick | — | 206,250 | 412,500 | 825,000 | — | — | | RSU Award | 03/22/2023 | — | — | — | 783,875 | 7,000,004(4) | | RSU Award | 03/22/2023 | — | — | — | 223,965 | 2,000,007(5) | | Baiju Bhatt | — | — | — | — | — | — | | Daniel Gallagher | — | 206,250 | 412,500 | 825,000 | — | — | | RSU Award | 03/22/2023 | — | — | — | 1,063,830 | 9,500,002(4) | | Steven Quirk | — | 202,192 | 404,384 | 808,767 | — | — | | RSU Award | 03/22/2023 | — | — | — | 447,929 | 4,000,006(4) | | Gretchen Howard | — | — | — | — | — | — | | RSU Award (transitional period vesting)(6) | 03/15/2023 | — | — | — | —(6) | 4,409,992 |

  91. Grants of Plan-Based Awards Table—2023

    (1)This column presents the grant date of equity-based awards or, in the case of modified awards, the modification date. (2)Represents the possible awards under the Company’s annual cash incentive program, as described in “Executive Compensation—Compensation Discussion and Analysis— Annual Cash Incentive.” Actual payments under these awards were determined and paid in March 2023, and are included in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table above. (3)Represents the aggregate grant date fair value of the awards computed in accordance with FASB ASC 718. In the case of modifications, as required by SEC rules, this column presents the incremental fair value of the modified awards computed as of the modification date, as compared to the fair value of the awards immediately prior to the modification in accordance with FASB ASC 718. These amounts do not reflect whether the recipient has actually realized any financial benefit from the awards (such as by vesting in stock). For information on the valuation assumptions used in the grant date fair value computations, refer to the following sections of our 2023 Form 10-K: “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates”; Note 1 to our consolidated financial statements—“Description of Business and Summary of Significant Accounting Policies—Share-based Compensation”; and Note 14 to our consolidated financial statements—“Common Stock and Stockholders' (Deficit) Equity.” (4)This time-based RSU is subject to a four-year quarterly vesting schedule and the NEO’s continued service with us on each vesting date. (5)This time-based RSU is subject to a two-year quarterly vesting schedule and the NEO’s continued service with us on each vesting date.

  92. Grants of Plan-Based Awards Table—2023

    | 84 | Robinhood 2024 Proxy Statement |

  93. Grants of Plan-Based Awards Table—2023

    (6)On March 15, 2023, Ms. Howard entered into a letter agreement with the Company to reflect her transition to an advisory role on April 3, 2023. The agreement provided for continued vesting during the transitional period from April 3, 2023, through January 1, 2024. Under FASB ASC 718, this agreement was treated as a modification of the terms of Ms. Howard’s outstanding equity awards. As required by SEC rules, the “Grant Date Fair Value of Stock and Option Awards” column presents the incremental fair value of the modified awards computed as of the modification date, compared to the fair value of the awards immediately prior to the modification, computed in accordance with FASB ASC 718. Ms. Howard did not receive any new equity awards in 2023.

  94. Outstanding Equity Awards at the End of 2023

    Outstanding Equity Awards at the End of 2023 The following table presents outstanding equity awards held by the NEOs on December 31, 2023. Shares subject to 2019 Market-Based PSUs that have met the stock-price condition but remain subject to the time-based service condition are classified as being subject only to time-based vesting conditions at the end of 2023. Vesting of the unvested awards shown below is generally conditioned upon the NEO’s continuous employment through the applicable vesting date but is subject to acceleration on certain terminations of the executive’s employment as described in the section “Potential Payments upon Termination or Change in Control” below.

  95. Outstanding Equity Awards at the End of 2023

    | | Option Awards(1) | | | | Stock Awards(1) | | | | | | | | | | | | Equity Incentive Plan Awards: | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2) | | Vladimir Tenev | — | — | — | — | 172,898(3) | 2,202,721 | 11,065,463(4) | 140,973,999 | | Jason Warnick | 700,000 | — | 5.93 | 12/14/2028 | — | — | — | — | | | | | | | 100,807(5) | 1,284,281 | | | | | | | | | 201,613(6) | 2,568,550 | | | | | | | | | 217,014(7) | 2,764,758 | | | | | | | | | 77,160(8) | 628,082 | | | | | | | | | 636,899(9) | 8,114,093 | | | | | | | | | 139,979(10) | 1,783,332 | | | | Baiju Bhatt | — | — | — | — | 172,898(3) | 2,202,721 | 11,065,463(4) | 140,973,999 | | Daniel Gallagher | 186,550 | 33,045(11) | 10.24 | 07/05/2030 | — | — | — | — | | | | | | | 38,553(12) | 491,165 | | | | | | | | | 166,502(13) | 2,121,235 | | | | | | | | | 260,417(14) | 3,317,713 | | | | | | | | | 192,901(15) | 2,457,559 | | | | | | | | | 228,427(16) | 2,910,160 | | | | | | | | | 864,362(17) | 11,011,972 | | | | Steven Quirk | — | — | — | — | 390,625(18) | 4,976,563 | — | — | | | | | | | 152,285(19) | 1,940,111 | | | | | | | | | 363,943(20) | 4,636,634 | | | | Gretchen Howard | — | — | — | — | 100,807(21) | 1,284,281 | — | — | | | | | | | 201,613(22) | 2,568,550 | | | | | | | | | 217,014(23) | 2,764,758 | | | | | | | | | 77,160(24) | 983,018 | | |

  96. Outstanding Equity Awards at the End of 2023

    (1)In accordance with the terms and conditions applicable to the award, each award reported in these columns generally is subject to forfeiture in connection with certain terminations of employment and to acceleration in certain circumstances as described under “Potential Payments Upon Termination or Change in Control” below. (2)Value is based on the closing price of our Class A common stock of $12.74 per share on December 29, 2023, as reported by Nasdaq. (3)These shares represent the as-yet-unvested portion of the 2019 Market-Based PSUs that became eligible to vest based on the Company’s achievement of the $30.45 per share market-price goal. One-third (1/3) of these shares vested on February 1, 2024, with the remainder vesting quarterly thereafter in equal installments through August 1, 2024. Two-thirds (2/3) of these shares for Mr. Bhatt were forfeited on March 21, 2024. (4)Portions of this 2019 Market-Based PSU become eligible to vest based on satisfaction of share-price goals of $50.75 (37.5% portion) and $101.50 (62.5% portion). These goals are tested based on Robinhood’s trailing 60-trading-day average daily VWAP. When a share-price goal is achieved half of the PSUs allocated to that level will vest immediately, with the other half of the PSUs allocated to that level vesting in accordance with a time-based service schedule in twenty-four (24) equal quarterly installments from a vesting commencement date of August 1, 2018, through August 1, 2024, subject to the executive’s continued service with Robinhood through the applicable vesting date. All of these shares for Mr. Bhatt were forfeited on March 21, 2024.

  97. Outstanding Equity Awards at the End of 2023

    | 86 | Robinhood 2024 Proxy Statement |

  98. Outstanding Equity Awards at the End of 2023

    (5)One-fifth (1/5) of these RSUs vested on January 1, 2024, with the remainder vesting in equal quarterly installments thereafter through January 1, 2025. (6)One-fifth (1/5) of these RSUs vested on January 1, 2024 and April 1, 2024, respectively, with the remainder vesting in equal quarterly installments thereafter through January 1, 2025. (7)One-ninth (1/9) of these RSUs vested on March 1, 2024, with the remainder vesting in equal quarterly installments thereafter through March 1, 2026. (8)One-fourth (1/4) of these RSUs are scheduled to vest on April 1, 2025, with the remainder vesting in equal quarterly installments thereafter through January 1, 2026. (9)One-thirteenth (1/13) of these RSUs vested on March 1, 2024, with the remainder vesting in equal quarterly installments thereafter through March 1, 2027. (10)One-fifth (1/5) of these RSUs vested on March 1, 2024, with the remainder vesting in equal quarterly installments thereafter through March 1, 2025. (11)One-half (1/2) of these options vested on February 12, 2024, with the remainder vesting in equal quarterly installments thereafter through May 12, 2024. (12)One-half (1/2) of these RSUs vested on February 12, 2024, with the remainder vesting in equal quarterly installments thereafter through May 12, 2024. (13)One-half (1/2) of these RSUs vested on February 12, 2024, with the remainder vesting in equal monthly installments thereafter through May 12, 2024. (14)One-ninth (1/9) of these RSUs vested on March 1, 2024, with the remainder vesting in equal quarterly installments thereafter through March 1, 2026. (15)One-fourth (1/4) of these RSUs are scheduled to vest on July 1, 2024, with the remainder vesting in equal quarterly installments thereafter through April 1, 2025. (16)One-third (1/3) of these RSUs vested on March 1, 2024, with the remainder vesting in equal quarterly installments thereafter through September 1, 2024. (17)One-thirteenth (1/13) of these RSUs vested on March 1, 2024, with the remainder vesting in equal quarterly installments thereafter through March 1, 2027. (18)One-ninth (1/9) of these RSUs vested on February 1, 2024, with the remainder vesting in equal quarterly installments thereafter through February 1, 2026. (19)One-third (1/3) of these RSUs vested on March 1, 2024, with the remainder vesting in equal quarterly installments thereafter through September 1, 2024. (20)One-thirteenth (1/13) of these RSUs are scheduled to vest on March 1, 2024, with the remainder vesting in equal quarterly installments thereafter through March 1, 2027. (21)One-fifth (1/5) of these RSUs vested on January 1, 2024, with the remainder scheduled to vest in equal quarterly installments thereafter through January 1, 2025. Four-fifths (4/5) of these RSUs were forfeited on January 2, 2024. (22)One-fifth (1/5) of these RSUs vested on January 1, 2024, with the remainder scheduled to vest in equal quarterly installments thereafter through January 1, 2025. Four-fifths (4/5) of these RSUs were forfeited on January 2, 2024. (23)One-ninth (1/9) of these RSUs are scheduled to vest on March 1, 2024, with the remainder scheduled to vest in equal quarterly installments thereafter through March 1, 2026. All of these RSUs were forfeited on January 2, 2024. (24)One-fourth (1/4) of these RSUs are scheduled to vest on April 1, 2025, with the remainder vesting in equal quarterly installments thereafter through January 1, 2026. All of these RSUs were forfeited on January 2, 2024.

  99. Outstanding Equity Awards at the End of 2023

    | Executive Compensation | 87 |

  100. Options Exercised and Stock Vested During 2023

    Options Exercised and Stock Vested During 2023 The following table shows how many stock options our NEOs exercised, and how many shares of stock vested for each NEO, during 2023. All of the stock vesting events relate to RSUs and PSUs. This table also shows the aggregate value our NEOs realized from such option exercises and RSU/PSU vesting events.

  101. Options Exercised and Stock Vested During 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Vladimir Tenev | — | — | 230,531 | 2,394,642 | | Jason Warnick | — | — | 703,883 | 6,873,125 | | Baiju Bhatt | — | — | 230,531 | 2,394,642 | | Daniel Gallagher | — | — | 1,120,209 | 11,184,985 | | Steven Quirk | — | — | 460,642 | 4,616,675 | | Gretchen Howard | 188,493 | 625,602 | 538,697 | 5,179,048 |

  102. Options Exercised and Stock Vested During 2023

    (1)In the case of options, “value realized” equals the difference between the exercise price of the option and the market price of our Class A common stock at exercise, multiplied by the number of exercised options. (2)In the case of stock awards, “value realized” equals the closing price of our Class A common stock on the vesting date (or the prior trading day, in the case of weekend or holiday vesting events), as reported by Nasdaq, in each case multiplied by the number of vested shares (including any shares withheld by us to cover tax withholding for these awards).

  103. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following sections describe the benefits that may become payable to our NEOs in connection with a termination of their employment with the Company and/or a change in control of the Company under arrangements in effect on December 31, 2023.

  104. Howard Separation

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(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 (millions)(7) | Adjusted EBITDA (millions)(8) | | | | | | | Total Stockholder Return(5) | Peer Group Total Stockholder Return(6) | | | | 2023 | $2,438,338 | $(6,729,202) | $6,358,911 | $9,349,352 | $36.59 | $87.37 | (541) | 536 | | 2022 | $1,297,529 | $(40,020,404) | $10,457,995 | $(1,906,478) | $23.38 | $65.92 | (1,028) | (94) | | 2021 | $796,124,647 | $175,168,894 | $139,119,242 | $54,186,005 | $51.01 | $96.85 | (3,687) | 33 |

  105. Howard Separation

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2023 | $2,438,338 | — | $(9,167,540) | $(6,729,202) | | 2022 | $1,297,529 | — | $(41,317,933) | $(40,020,404) | | 2021 | $796,124,647 | $794,011,732 | $173,055,979 | $175,168,894 |

  106. Compensation Actually Paid and Performance

    Compensation Actually Paid and Performance While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s executive compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation “actually paid” to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. As described above in “2023 Executive Compensation Program—Annual Cash Incentive,” half of the annual bonus plan payout is determined by Adjusted EBITDA. We believe Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations, as well as providing a useful measure for period-to-period comparisons of our business performance. For the full year 2021, there was a positive correlation between our compensation actually paid and our TSR, which resulted from the increase in our stock price from December 31, 2020, to December 31, 2021, as well as the grant of the 2021 Market-Based RSUs and the satisfaction of the liquidity event vesting requirement of RSUs granted in periods prior to our IPO. However, when measured for only the portion of the year from our IPO in July 2021 to December 31, 2021 (as TSR is required to be calculated for purposes of the table above), there was an inverse correlation due to the decline in our stock price from the IPO to the end of the year. For 2022, there was also a positive correlation between our compensation actually paid and our TSR, which resulted from a decrease in our stock price from December 31, 2021, to December 31, 2022, impacting the value of outstanding equity-based awards. When measured for the portion of the year from our IPO in July 2021 to December 31, 2021 (as TSR is required to be calculated for purposes of the table above), our TSR initially outpaced that of our peers before ending the year lower (on a relative basis) than that of our peer group. For 2022, our TSR largely trended in the same direction of our peer group. For 2023, there was generally a positive correlation between our compensation actually paid and our TSR, with our stock price increasing during the year along with the value of our outstanding equity-based awards. We have not observed a relationship between compensation actually paid and net income, and net income is not a metric used in our compensation plans. Finally, there was a positive correlation between our compensation actually paid and our Adjusted EBITDA for 2021, 2022 and 2023. The cancelation of the 2021 Market-Based RSUs for Mr. Tenev and Mr. Bhatt, however, resulted in a decline in their compensation actually paid due to the unique circumstances relating to the cancelation of the awards.

  107. Compensation Actually Paid and Performance

    | Executive Compensation | 97 |

  108. Compensation Actually Paid and Performance

    | | | Proposal | | 3 |

  109. Compensation Actually Paid and Performance

    Ratification of Appointment of Independent Registered Public Accounting Firm

  110. Compensation Actually Paid and Performance

    | We are asking our stockholders to ratify the Audit Committee’s appointment of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. EY has served as the Company’s external auditor continuously since 2017 and has been appointed by the Audit Committee to continue as the Company’s independent registered public accounting firm for 2024. The members of the Audit Committee and the Board believe that the continued retention of EY to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders. Representatives of EY will be present at the annual meeting. The representatives will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. | REQUIRED VOTE This proposal will be ratified if a majority of votes cast by stockholders present in person or represented by proxy at the annual meeting and entitled to vote on this proposal are in favor of this proposal (a majority of votes cast being the number of votes cast “FOR” this proposal exceeds 50 percent of the number of votes cast with respect to this proposal). Abstentions will have no effect on the outcome of this proposal; we do not expect any broker non-votes on this proposal. | | | | | | | | RECOMMENDATION OF THE BOARD OF DIRECTORS | | | | | The Board of Directors recommends that stockholders vote “FOR” ratification of the appointment of EY as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Proxies received by the Company will be voted “FOR” this proposal unless you specify otherwise in the proxy. |

  111. Compensation Actually Paid and Performance

    | Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm | 99 |

  112. Legal Proceedings Involving Directors and Executive Officers

    Legal Proceedings Involving Directors and Executive Officers