DEF 14A of Robinhood Markets, Inc.
Filed Apr 25, 2025 · FY20240001783879-25-000134
Director Nominees
Director Nominees
Director Nominees
| Name and Principal Occupation | | Age | Director Since | Independent | Committee Membership | | | | | | | | | | Audit | NomGov | People | Safety | | | Vladimir Tenev Chair of the Board and Chief Executive Officer, Robinhood | 38 | 2013 | | | | | | | | Baiju Bhatt Founder and Chief Executive Officer, Aetherflux | 40 | 2013 | | | | | | | | John Hegeman Chief Revenue Officer, Meta | 40 | 2025 | | | | | ● | | | Paula Loop Retired Partner, PricewaterhouseCoopers LLP | 63 | 2021 | | CHAIR | | | ● | | | Meyer Malka Founder and Managing Partner, Ribbit Capital | 50 | 2022 | | | | ● | | | | Christopher Payne Advisor & Former President and Chief Operating Officer, DoorDash | 56 | 2024 | | ● | ● | | | | | Jonathan Rubinstein Director, Amazon.com, Inc. | 68 | 2021 | LEAD | | CHAIR | | | | | Susan Segal President and Chief Executive Officer, Americas Society and Council of the Americas | 72 | 2024 | | | | CHAIR | ● | | | Dara Treseder Chief Marketing Officer, Autodesk, Inc. | 36 | 2021 | | | ● | ● | | | | Robert Zoellick Chair, Americas, Temasek Holdings (Private) Limited | 71 | 2021 | | ● | | | CHAIR |
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 |
Director Nominees
| Proxy Summary | 13 |
Director Nominees
| | | Governance Highlights | | | Annual Director Elections. All of our directors are 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. Eight Independent Directors. Our highly experienced Board currently includes eight independent directors, including three new directors appointed in 2024 and 2025. Board Composition Reflects Broad Range of Skills and Backgrounds. Our Board is composed of directors who each bring valuable skills and qualifications and together bring a wide variety of backgrounds to the Board. Lead Independent Director. Our Lead Independent Director provides strong leadership to the independent directors on our Board and guidance to our Chair and Chief Executive Officer (“CEO”). Fully Independent Committees. We have four standing committees of the Board of Directors, each comprising all 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 (“ERM”) program and ethics and regulatory compliance programs arising from the Company’s heavily regulated businesses. Robust Annual Board and Committee Performance Assessment. Our 2024 Board and committee performance assessments included written questionnaires administered by a third party and 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. Our annual Environmental, Social, and Governance (“ESG”) report provides 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 stockholders 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. Stock Ownership Guidelines. We maintain stock ownership policies that reinforce the alignment of executive officers’ and non-employee directors’ interests with stockholder interests. | |
Director Nominees
| 14 | Robinhood Proxy Summary |
Director Nominees
| | | | | | | To approve, on an advisory basis, the compensation of the Company’s named executive officers | | See pages 66-98 for more information | | 2 | | | | | | The Board recommends a vote FOR this proposal. | | |
2024 Executive Compensation Program Overview
2024 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. 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 and Compensation Committee (the “People Committee”) gives no single element in our executive compensation program any fixed weight, but rather each executive’s compensation level and the mix of compensation elements reflect the People Committee’s business judgment with respect to the above factors and consideration of alignment with stockholder interests.
Skills and Qualifications for Director Nominees
Skills and Qualifications for Director Nominees Our Board is committed to ensuring that it is composed of directors who collectively possess a balanced mix of skills and qualifications that enable effective oversight of our mission, values, and business priorities. Below are the skills and qualifications that the Board considers to be particularly important to the Company as we continue to execute on our mission and advance our strategic objectives:
Skills and Qualifications for Director Nominees
| | | 6 | | | 3 | | | Financial Services and Fintech | | | Regulatory, Government and Public Policy | | | Sophisticated knowledge of our industries for understanding and reviewing our business and strategy | | | Sophistication in understanding and navigating the heavily regulated industries and complex political landscape in which we operate | | | | | | 7 | | | 7 | | | Finance | | | Marketing | | | Financial expertise with experience analyzing financial statements and expertise in financial strategy, accounting, and reporting | | | Marketing and brand-building capabilities in rapidly changing and customer-facing industries, including new markets, and opportunities for innovation and disruption | | | | | | 9 | | | 10 | | | Executive Leadership | | | Business Operations and Strategy | | | Operating experience as a senior executive leader, shaping strategy, performance, and prioritization | | | A practical understanding of developing, implementing, and assessing our operating plan and business strategy | | | | | | 6 | | | 6 | | | Corporate Governance | | | Technology Infrastructure and Cybersecurity | | | Supports our goals of strong Board and management accountability, transparency, and protection of stockholder interests | | | | | | | | | | Relevant to the Company as it looks for ways to enhance the customer experience and internal operations and oversee cybersecurity risk | | | | | | 5 | | | 7 | | | Emerging Technology and Innovation | | | Risk Management | | | Relevant to overseeing our various and rapidly evolving technological opportunities and risks, including artificial intelligence (“AI”) | | | Important to the Board’s role in overseeing the risks facing the Company | | | | | | 6 | | | 6 | | | Human Capital Management | | | International Business Experience | | | Expertise in workforce acquisition, management, and optimization, including compensation practices, that result in the attraction, development, and retention of top candidates with varied skills and backgrounds | | | Experience in multiple markets and possession of critical insights into the opportunities and risks of our international businesses | | |
Skills and Qualifications for Director Nominees
Through their varied professional backgrounds and wide-ranging experience, each of our director nominees provides relevant, complementary skills and expertise that contribute to the Board’s oversight responsibilities. The breadth of their experience and contributions to our Board’s overall expertise in the areas identified by our Board are highlighted above.
Skills and Qualifications for Director Nominees
| 30 | Robinhood Proposal 1 — Election of Directors |
Skills and Qualifications for Director Nominees
Director Dashboard The following provides information regarding our Board as of April 25, 2025:
Skills and Qualifications for Director Nominees
| INDEPENDENCE | TENURE | AGE | | | | | | | | | | | | |
Board Leadership Policy
Board Leadership Policy The Board is committed to fostering a culture of integrity, inclusion, dignity, and mutual respect and believes in reflecting, in its composition, the wide diversity of views of the Company’s stockholders, employees, and customers. The Board seeks to combine the skills and experience of its long-standing Board members with the fresh perspectives, insights, skills, and experiences of new members from different backgrounds. It is the policy of the Board that when searching for director nominees, the NomGov Committee will recommend director nominees with individual attributes that contribute to the total diversity of viewpoints, experience, and expertise represented on the Board. The Board and NomGov Committee consider this policy annually during their self-assessment and when nominating directors for election to the Board, and the NomGov Committee believes that this policy is effective.
Board Leadership Policy
| Proposal 1 — Election of Directors | 31 |
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 Mr. Hegeman, Ms. Loop, Mr. Malka, Mr. Payne, 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 until it reported that it held 5% or less of the Company’s outstanding common stock as of December 31, 2024, 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 or executive officer, as applicable, at the time of payment: Mr. Malka, Mr. Payne, 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. The Board had previously determined that Frances Frei, who served on the Board until June 25, 2024, was independent under the applicable SEC rules.
Director Independence
| | | Why is independence important? | | | Having independent directors is important to ensure the company acts in the best interest of stockholders and to mitigate conflicts of interest that might arise. | |
Director Independence
| 32 | Robinhood Proposal 1 — Election of Directors |
Director Independence
Biographical Information: Director Nominees Set forth below are brief biographical descriptions of our director nominees. The primary experience, qualifications, attributes, and skills of each of our director nominees 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.
Director Independence
| | | | | Vladimir Tenev | | | Age: 38 Director Since: November 2013 |
PROFESSIONAL HIGHLIGHTS
PROFESSIONAL HIGHLIGHTS
Robinhood
Robinhood 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
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.
EDUCATION
| KEY SKILLS | | | | Regulatory, Government and Public Policy - Sophistication in understanding and navigating the heavily regulated industries and complex political landscape in which we operate | | | Technology Infrastructure and Cybersecurity - Relevant to the Company as it looks for ways to enhance the customer experience and internal operations and oversee cybersecurity risk | | | Emerging Technology and Innovation - Relevant to overseeing our various and rapidly evolving technological opportunities and risks, including AI | | 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 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. | |
EDUCATION
| | | | | | | | | | | | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |
EDUCATION
| Proposal 1 — Election of Directors | 33 |
EDUCATION
| | | | | Baiju Bhatt | | | Age: 40 Director Since: November 2013 |
EDUCATION
Aetherflux Inc., a renewable energy company Founder and Chief Executive Officer (Since October 2023)
Robinhood
Robinhood Chief Creative Officer (March 2021 - March 2024) Co-CEO and Co-President, alongside Mr. Tenev (November 2013 - November 2020)
EDUCATION
EDUCATION Mr. Bhatt holds a M.S. in Mathematics and a B.S. in Physics from Stanford University.
EDUCATION
| 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 and Cybersecurity - 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 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 business; 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. | |
EDUCATION
| | | | | | | | | | | | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |
EDUCATION
| 34 | Robinhood Proposal 1 — Election of Directors |
EDUCATION
| | | | | | | John Hegeman | | INDEPENDENT | | | Age: 40 Director Since: March 2025 | Committees: | |
EDUCATION
Meta Platforms, Inc. (“Meta”), a technology conglomerate focused on connecting people through social media platforms and products Chief Revenue Officer (Since December 2024) Vice President, Head of Monetization (April 2022 - December 2024) Vice President, Ads (June 2021 - April 2022) Various other roles since 2007 Quora, Inc. (“Quora”), a question-and-answer platform used to gain and share information Director, Engineering (May 2013 - July 2014)
EDUCATION
EDUCATION Mr. Hegeman holds a degree in mathematics and economics from Stanford University.
EDUCATION
| KEY SKILLS | | | | Emerging Technology and Innovation - Relevant to overseeing our various and rapidly evolving technological opportunities and risks, including AI | | | Technology Infrastructure and Cybersecurity - Relevant to the Company as it looks for ways to enhance the customer experience and internal operations and oversee cybersecurity risk | | | International Business Experience - Experience in multiple markets and possession of critical insights into the opportunities and risks of our international businesses | | QUALIFICATIONS AND ADDITIONAL EXPERIENCES Mr. Hegeman contributes to the mix of experience and qualifications the Board seeks to maintain through his deep experience in products, emerging technologies, and consumer-facing companies. Mr. Hegeman currently also serves on the board of Jio Platforms Limited and The Center for Election Science. Mr. Hegeman brings to our Board a deep understanding of the industry sectors in which we operate and valuable insight into product and technological developments, including consumer experience, that affect our business. | |
EDUCATION
| | | | | | | | | | | | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |
EDUCATION
| Proposal 1 — Election of Directors | 35 |
EDUCATION
| | | | | | | Paula Loop | | INDEPENDENT | | | Age: 63 Director Since: June 2021 | Committees: | |
EDUCATION
PricewaterhouseCoopers LLP (“PwC”), one of the “Big Four” accounting firms Partner, a position from which she retired in June 2021
OTHER PUBLIC COMPANY DIRECTORSHIPS
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
EDUCATION Ms. Loop is a Certified Public Accountant and holds a B.S. in Business Administration from the University of California, Berkeley.
EDUCATION
| 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 experience 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. | |
EDUCATION
| | | | | | | | | | | | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |
EDUCATION
| 36 | Robinhood Proposal 1 — Election of Directors |
EDUCATION
| | | | | | | Meyer Malka | | INDEPENDENT | | | Age: 50 Director Since: March 2022 | Committees: | |
EDUCATION
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
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
EDUCATION Mr. Malka holds a degree in economics from the Universidad Católica Andrés Bello.
EDUCATION
| 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 and Cybersecurity - 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. | |
EDUCATION
| | | | | | | | | | | | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |
EDUCATION
| Proposal 1 — Election of Directors | 37 |
EDUCATION
| | | | | | | Christopher Payne | | INDEPENDENT | | | Age: 56 Director Since: December 2024 | Committees: | |
EDUCATION
DoorDash, Inc., a technology company that connects consumers with local restaurants, convenience stores, and other businesses for delivery and pickup Strategic Advisor (Since March 2023) President and Chief Operating Officer (January 2016 - March 2023) Tinder, Inc., an online dating and geosocial networking application Chief Executive Officer (March 2015 - August 2015) eBay Inc., an e-commerce marketplace that connects buyers and sellers Senior Vice President, North American Marketplaces (September 2010 - December 2014) Positronic, Inc., a developer of predictive search technology (acquired by eBay Inc.) Founder and Chief Executive Officer (July 2007 - December 2008) Microsoft Corporation, a technology company that develops and sells software, services, and hardware Vice President (2001 - 2007) Amazon.com, Inc., an e-commerce company Vice President (1998 - 2001)
OTHER PUBLIC COMPANY DIRECTORSHIPS
OTHER PUBLIC COMPANY DIRECTORSHIPS Gogo, Inc., a provider of in-flight broadband Internet service and other connectivity services for business aircraft (Since June 2014) Hims & Hers Health Inc., a leading health and wellness platform (Since March 2024)
EDUCATION
EDUCATION Mr. Payne holds a B.A. in U.S. history from Dartmouth College.
EDUCATION
| KEY SKILLS | | | | 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 | | | Technology Infrastructure and Cybersecurity - 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. Payne contributes to the mix of experience and qualifications the Board seeks to maintain through his extensive experience in the technology and e-commerce sectors as a seasoned operator who has helped build category-defining companies at pivotal points in their evolution. Mr. Payne currently serves on the advisory boards of several private companies as well. As a result of his experience, Mr. Payne brings to our Board a deep understanding of the particular industry and technology sectors in which we operate and valuable insight into delivering great products in service of our mission. | |
EDUCATION
| | | | | | | | | | | | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |
EDUCATION
| 38 | Robinhood Proposal 1 — Election of Directors |
EDUCATION
| | | | | | | Jonathan Rubinstein | | INDEPENDENT | | | Age: 68 Director Since: May 2021 | Committees: | |
Robinhood
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
OTHER PUBLIC COMPANY DIRECTORSHIPS Qualcomm Incorporated, a semiconductor company (May 2013 - May 2016) Palm, Inc., a smartphone manufacturer (October 2007 - July 2010)
EDUCATION
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.
EDUCATION
| KEY SKILLS | | | | Executive Leadership - Operating experience as a senior executive leader, shaping strategy, performance, and prioritization | | | Technology Infrastructure and Cybersecurity - Relevant to the Company as it looks for ways to enhance the customer experience and internal operations and oversee cybersecurity risk | | | Emerging Technology and Innovation - Relevant to overseeing our various and rapidly evolving technological opportunities and risks, including AI | | QUALIFICATIONS AND ADDITIONAL EXPERIENCES Mr. Rubinstein contributes to the mix of experience 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. | |
EDUCATION
| | | | | | | | | | | | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |
EDUCATION
| Proposal 1 — Election of Directors | 39 |
EDUCATION
| | | | | | | Susan Segal | | INDEPENDENT | | | Age: 72 Director Since: March 2024 | Committees: | |
EDUCATION
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
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
EDUCATION Ms. Segal holds a master’s degree in business administration from Columbia University and a bachelor’s degree from Sarah Lawrence College.
EDUCATION
| KEY SKILLS | | | | Executive Leadership - Operating experience as a senior executive leader, shaping strategy, performance, and prioritization | | | International Business Experience - Experience in multiple markets and possession of critical insights into the opportunities and risks of our international businesses | | | 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 varied skills and backgrounds | | 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 40 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, including the Tinker Foundation and the Advisory Board of Bretton Woods Foundation. She was also named an honorary director of Scotiabank, was 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. | |
EDUCATION
| | | | | | | | | | | | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |
EDUCATION
| 40 | Robinhood Proposal 1 — Election of Directors |
EDUCATION
| | | | | | | Dara Treseder | | INDEPENDENT | | | Age: 36 Director Since: November 2021 | Committees: | |
EDUCATION
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
OTHER PUBLIC COMPANY DIRECTORSHIPS PG&E Corporation, a natural gas and electric utility (July 2020 - October 2021)
EDUCATION
EDUCATION Ms. Treseder holds an M.B.A. from Stanford University Graduate School of Business and an A.B. from Harvard University.
EDUCATION
| KEY SKILLS | | | | Marketing - Marketing and brand-building capabilities in rapidly changing and customer-facing industries, including new markets, and opportunities for innovation and disruption | | | Emerging Technology and Innovation - Relevant to overseeing our various and rapidly evolving technological opportunities and risks, including AI | | | International Business Experience - Experience in multiple markets and possession of critical insights into the opportunities and risks of our international businesses | | QUALIFICATIONS AND ADDITIONAL EXPERIENCES Ms. Treseder contributes to the mix of experience 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. | |
EDUCATION
| | | | | | | | | | | | | Audit | | Nominating and Corporate Governance | | People and Compensation | | Safety, Risk and Regulatory | | Committee Chair |
EDUCATION
| Proposal 1 — Election of Directors | 41 |
EDUCATION
| | | | | | | Robert Zoellick | | INDEPENDENT | | | Age: 71 Director Since: May 2021 | Committees: | |
EDUCATION
Temasek Holdings (Private) Limited, a Singapore sovereign wealth fund Chair, Americas (Since July 2023) Board Member (August 2013 - June 2023)
Class B Exchange Agreements
Class B Exchange Agreements In connection with the IPO, we entered into two separate equity exchange right agreements with our Co-Founders and certain of their respective related entities, which became effective immediately following the effectiveness of the filing of our Charter. Pursuant to the equity exchange right agreements, each of our Co-Founders has a continuing right (an “Equity Exchange Right”) but not an obligation to require us to exchange, for shares of Class B common stock, any shares of Class A common stock received by him upon the vesting and settlement of restricted stock units (“RSUs”). The Equity Exchange Rights apply only to RSUs granted to our Co-Founders prior to the closing of our IPO on August 2, 2021. To date, neither Co-Founder has utilized any Equity Exchange Rights, and there are no outstanding shares held by the Co-Founders subject to the Equity Exchange Right. The form of equity exchange right agreement is included as an exhibit to our 2024 Form 10-K.
Annual Election of Directors
Annual Election of Directors Our Charter provided for our Board to be divided into three classes (Class I, Class II, and Class III), which classification automatically sunset at our 2024 annual meeting of stockholders. Our Board is now fully declassified, and all directors are elected for one-year terms.
Board Leadership Structure
| | | What are “standing” committees? | | | “Standing” committees are Board committees that are anticipated to be around on a long-term basis. Other, ad-hoc committees may be created by the Board to fulfill certain purposes and may only exist for a short period of time. | |
Board Leadership Structure
| The Board has determined that each member of the People Committee is an independent director within the meaning of applicable SEC rules and Nasdaq listing standards. The People Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the Nasdaq listing standards. A copy of the charter is available on the Corporate Governance section of the Company’s Investor Relations website at investors.robinhood.com/governance/governance-documents. | | | PRINCIPAL RESPONSIBILITIES Under its charter, the People Committee’s responsibilities include, among other matters: •Evaluating, reviewing, approving, and/or recommending executive officer and director compensation arrangements, plans, policies, and programs maintained by the Company •Administering the Company’s executive bonus plans or programs and equity-based compensation plans •Providing oversight of the Company’s other compensation policies and plans and overall compensation philosophy •Providing oversight of the Company’s human capital management (“HCM”) and related policies, strategies, and initiatives •At least annually reviewing management’s assessment of major risk exposures associated with our compensation programs, policies, and practices and the mitigation thereof •Reviewing and discussing with management the Company’s Compensation Discussion and Analysis (“CD&A”) and, based on such discussion, approving the CD&A for inclusion in the Company’s proxy statement and/or Annual Report on Form 10-K •Approving the People Committee Report for inclusion in the Company’s proxy statement and/or on Form 10-K •Reviewing, adopting, amending (or making such recommendations to the Board), and administering clawback policies and practices The People Committee may delegate its authorities or responsibilities to subcommittees of one or more members of the People Committee or committees of other individuals as it deems appropriate as set forth in its charter. | RECENT KEY AREAS OF FOCUS •Oversaw compensation matters, including the Company’s benefits and compensation programs, compensation strategy and philosophy, and compensation risk assessment •Discussed and evaluated director compensation arrangement and program •Reviewed the Company’s policies and strategies relating to HCM matters, including the Company culture and workforce cultivation •Oversaw employee survey results •Oversaw the Company’s executive retention strategy •Reviewed and approved the corporate and/or individual goals and objectives applicable to the compensation of the CEO and evaluated the CEO’s performance in light of those goals and objectives •Reviewed and discussed options for executive long-term incentive program •Reviewed and considered the results of the 2024 Say-on-Pay vote •Reviewed the Company’s leadership development program and succession plan •Reviewed and approved (or made such recommendation to the Board) revisions to the Company’s Change in Control and Severance Plan for Key Employees •Obtained and discussed results of the People Committee’s annual performance assessment |
Oversight of Risk Management
| Board of Directors | | | | | Regularly reviews the Company’s strategy and management of associated short-term, intermediate-term, and long-term risks, including through discussions with management, Board committee reports highlighting all significant committee activities, management reports, and meetings with external advisors with expertise on relevant risk-related matters, as well as evaluates relevant risks when reviewing or approving significant transactions. | | | | | | | | | | Audit Committee Oversees our financial, reporting, and disclosure risks, including risks related to our internal control over financial reporting and disclosure controls and procedures; the qualifications, independence, and performance of our independent auditors; and the performance of our internal audit function. Also discusses with management and our independent auditor guidelines and policies with respect to risk assessment and risk management. | | People Committee Oversees risks relating to executive compensation and HCM, including risks related to our executive compensation plans and arrangements; our compensation philosophy and practices; succession planning; and other HCM matters, including risks related to, among other things, building and cultivating our workforce. | | | NomGov Committee Oversees our corporate governance framework and ESG strategy, reporting efforts, and program, including risks related to our corporate governance practices; the performance of our Board; and the composition of our Board. | | Safety Committee Oversees risks related to significant financial, strategic, and operational matters as well as legal and compliance matters; creation and application of regulations and policies; trends in our major risk concentrations; and the steps management has taken to assess, monitor, and manage such risk exposures, trends, and concentrations; the delegation of certain risk oversight and responsibility; our AI and cybersecurity risk management programs; and our enterprise-wide compliance programs. Also consults with the chairs of other Board committees to discuss risk-related matters delegated to those committees in relation to the Company’s enterprise risk management framework and regulatory compliance programs. | | | | | | | | Management Responsible for day-to-day risk operation and management processes, including through functional owners’ interactions with employees, committee members, and Board members. | | | | | | | | | | Internal Audit Provides independent and objective assurance regarding the effectiveness of internal controls that mitigate current and emerging risks, in order to strengthen the internal controls ecosystem within the Company. | Compliance Establishes and maintains the company’s compliance with internal and external regulations and requirements Establishes and maintains financial compliance with internal control over financial reporting and SEC disclosure controls by advising on controls implementation and through routine testing of control effectiveness to mitigate financial reporting and disclosure risks. | | Enterprise Risk Management Establishes the standards for identifying, measuring, and monitoring the risks of the Company and its subsidiaries thus facilitating informed risk-based decisions. Principal role is one of oversight and governance. |
Other Governance Policies and Practices
Insider Trading Policy We have adopted a Confidential Information and Insider Trading Policy (the “Insider Trading Policy”) governing the purchase, sale, and/or other dispositions of Company securities by directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. In addition, the Company may not, directly or indirectly, buy or sell its securities while in possession of material nonpublic information related to the Company unless the transaction otherwise complies with all applicable securities laws and the Company is not prohibited from buying or selling its securities in accordance with a trading plan adopted in accordance with Rule 10b5-1(c) under the Exchange Act that complies with all applicable federal and state securities laws. Policy Against Hedging and Pledging The Company recognizes that hedging against losses in Company shares may disturb the alignment between stockholders and Robinhood insiders that the Company’s equity awards and stock ownership policies are intended to build. As a matter of Robinhood policy and pursuant to the Insider Trading Policy, all employees of, members of the Board of, members of the boards of managers of, and officers of, Robinhood, their family members, and their controlled entities if applicable (collectively, “covered persons”) are prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, exchange funds, and event contracts), or otherwise engaging in transactions, with the purpose or effect of limiting or eliminating economic risks associated with owning our securities. “Our securities” for purposes of this paragraph includes (i) all securities that Robinhood (including its subsidiaries) has issued, including common stock and warrants to purchase common stock (and any other securities that Robinhood may issue in the future, including, but not limited to, preferred shares, notes, and debentures); (ii) any derivative financial products, contracts, or similar instruments pertaining to Robinhood’s securities, whether or not issued by Robinhood, such as options and forward contracts; and (iii) any derivative financial products, contracts, or similar instruments that are tied to Robinhood metrics, performance, or events, whether or not issued by Robinhood, such as event contracts (the derivative financial products, contracts, or similar instruments set forth in (ii) and (iii) are collectively referred to in this paragraph as “Robinhood Derivatives”). In addition, covered persons, consultants, and agents are not permitted to hold or trade in Robinhood Derivatives. RSUs, employee stock options, and other derivative securities granted to insiders under our equity incentive plans are excluded from this prohibition of trading in Robinhood Derivatives (but are generally nontransferable according to their terms). Covered persons are also not permitted to pledge our securities and are prohibited from purchasing our securities on margin and/or holding our securities in accounts that are authorized for margin trading. Communications with Directors The Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board, the non-employee directors as a group, any Board committee, or any chair of any committee by mail or electronically. To communicate with the Board or any member, group, or committee thereof, correspondence should be addressed to the Board or any member, group, or committee thereof by name or title. All such correspondence should be sent to Robinhood Markets, Inc., “Attention: Corporate Secretary” at 85 Willow Road, Menlo Park, California 94025 or electronically to CorporateSecretary@robinhood.com. Communications regarding accounting, internal accounting controls, or auditing matters may be reported to the Audit Committee using the above address. All communications received as set forth above will be opened by the office of the Corporate Secretary for the purpose of determining whether the contents represent an appropriate message to the Company’s directors. Materials that are not in the nature of advertising, soliciting, or promoting a product or service and that are not patently offensive will be forwarded to the Chair of the Board and the Lead Independent Director (if applicable) or, if the communication is confidential or should otherwise be restricted, to the identified directors or the directors who are members of the group or committee to which the envelope is addressed.
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 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).
Director Compensation
| Director Retainer | | | Annual Cash Retainer | | | + | | | Annual RSU Grant | | | Committee and Leadership Retainers | | | Lead Independent Director | | | Audit Committee | | | | | | Nominating and Corporate Governance Committee | | | | | | People and Compensation Committee | | | | | | Safety, Risk and Regulatory Committee | | | | | | Demand Review Committee | | | | | | g Chair g Member | |
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.
Director Compensation
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Director Compensation
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 $225,000 by the grant date closing price of our Class A common stock. Any non-employee director who joins our Board between annual meetings will automatically be granted a prorated annual award of RSUs for the first partial year of service. Annual grants will vest in equal quarterly installments over one year, subject to the non-employee director providing services through each applicable vesting date (with the final tranche scheduled to vest the day before the next annual meeting, and with prorated annual grants vesting in tandem with the full-year annual grants). Each non-employee director may also elect to defer the settlement of equity compensation by completing and filing a deferral election form. Any such deferred compensation will be settled at the time specified in the director’s deferral election form. The terms of our non-employee directors’ RSUs (whether granted pre-IPO or post-IPO) provide for full acceleration of any outstanding but unvested RSUs upon a change in control of Robinhood. Director Compensation Table The following table presents fiscal year 2024 compensation information for Robinhood’s non-employee directors who served during any part of 2024. Mr. Tenev, who served as an employee director for all of 2024, received no additional compensation for his service on the Board.
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3)(4) | All Other Compensation ($) | Total ($) | | Current Directors: | | | | | | Baiju Bhatt(5) | 39,010 | 224,996 | — | 264,006 | | Paula Loop(6) | 93,500 | 224,996 | — | 318,496 | | Meyer Malka(7) | — | 286,031 | — | 286,031 | | Christopher Payne(8) | — | 345,845 | — | 345,845 | | Jonathan Rubinstein(9) | — | 348,213 | — | 348,213 | | Susan Segal(10) | 60,261 | 506,077 | — | 566,338 | | Dara Treseder(11) | 63,500 | 224,996 | — | 288,496 | | Robert Zoellick(12) | 90,000 | 224,996 | — | 314,996 | | Former Director: | | | | | | Frances Frei(13) | — | 56,718 | — | 56,718 |
Director Compensation
(1)Represents amounts paid in respect of Board service in 2024. 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 2024 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 13 to our consolidated financial statements—“Common Stock and Stockholders' Equity—Equity Incentive Plans.”
Director Compensation
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Director Compensation
(3)Unvested RSUs at Year-End. The number of unvested RSUs held on December 31, 2024, by each non-employee director was as follows:
Director Compensation
| •Baiju Bhatt: 7,564 unvested RSUs | •Jonathan Rubinstein: 16,620 unvested RSUs | | •Paula Loop: 14,356 unvested RSUs | •Susan Segal: 17,386 unvested RSUs | | •Meyer Malka: 10,431 unvested RSUs | •Dara Treseder: 7,564 unvested RSUs | | •Christopher Payne: 7,947 unvested RSUs | •Robert Zoellick: 12,092 unvested RSUs |
Director Compensation
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, 2024, by each non-employee director was as follows:
Director Compensation
| •Baiju Bhatt: 0 vested but unpaid RSUs | •Jonathan Rubinstein: 43,215 vested but unpaid RSUs | | •Paula Loop: 30,040 vested but unpaid RSUs | •Susan Segal: 7,423 vested but unpaid RSUs | | •Meyer Malka: 0 vested but unpaid RSUs | •Dara Treseder: 0 vested but unpaid RSUs | | •Christopher Payne: 68 vested but unpaid RSUs | •Robert Zoellick: 0 vested but unpaid RSUs |
Director Compensation
(4)On June 26, 2024 (the day of our 2024 annual meeting of stockholders), each non-employee director in office at such time automatically received under our Non-Employee Director Compensation Program an annual award of 10,085 RSUs, which had a grant date fair value of $224,996. (5)Mr. Bhatt resigned as the Company’s Chief Creative Officer on March 21, 2024 and thereafter became eligible to receive compensation under our Non-Employee Director Compensation Program. Mr. Bhatt received his quarterly Board fees for 2024 in the form of cash. (6)Ms. Loop elected to receive her quarterly Board and committee fees for 2024 in the form of cash. (7)Mr. Malka elected to receive his quarterly Board and committee fees for 2024 in the form of stock in lieu of cash. Accordingly, we granted Mr. Malka an award of 726 shares of Class A common stock on March 31, 2024, which had a grant date fair value of $14,614; 647 shares of Class A common stock on June 30, 2024, which had a grant date fair value of $14,693; 677 shares of Class A common stock on September 30, 2024, which had a grant date fair value of $15,855; and 426 shares of Class A common stock on December 31, 2024, which had a grant date fair value of $15,873. (8)Mr. Payne joined the Board on December 16, 2024, and on that day automatically received under our Non-Employee Director Compensation Program (a) an initial award of 5,208 RSUs, which had a grant date fair value of $224,986; and (b) a prorated annual award of 2,739 RSUs, which had a grant date fair value of $118,325. Mr. Payne elected to receive his quarterly Board and committee fees for 2024 in the form of stock in lieu of cash. Accordingly, we granted Mr. Payne 68 shares of Class A common stock on December 31, 2024, which had a grant date fair value of $2,534. (9)Mr. Rubinstein elected to receive his quarterly Board and committee fees for 2024 in the form of stock in lieu of cash. Accordingly, we granted Mr. Rubinstein an award of 1,558 shares of Class A common stock on March 31, 2024, which had a grant date fair value of $31,363; 1,381 shares of Class A common stock on June 30, 2024, which had a grant date fair value of $31,363; 1,334 shares of Class A common stock on September 30, 2024, which had a grant date fair value of $31,242; and 785 shares of Class A common stock on December 31, 2024, which had a grant date fair value of $29,249. (10)Ms. Segal joined the Board on March 21, 2024, and on that day automatically received under our Non-Employee Director Compensation Program (a) an initial award of 11,786 RSUs, which had a grant date fair value of $224,995; and (b) a prorated annual award of 2,938 RSUs, which had a grant date fair value of $56,086. Ms. Segal elected to receive her quarterly Board and committee fees for 2024 in the form of cash. (11)Ms. Treseder elected to receive her quarterly Board and committee fees for 2024 in the form of cash. (12)Mr. Zoellick elected to receive his quarterly Board and committee fees for 2024 in the form of cash. (13)Professor Frei served on the Board until June 25, 2024. Professor Frei elected to receive her quarterly Board and committee fees for 2024 in the form of stock in lieu of cash. Accordingly, we granted Professor Frei an award of 993 shares of Class A common stock on March 31, 2024, which had a grant date fair value of $19,989; and 853 shares of Class A common stock on June 25, 2024, which had a grant date fair value of $18,885. Professor Frei received 1,073 shares of Class A common stock on June 25, 2024, for the accelerated vesting of her existing equity grant in connection with the termination of her director service with the Company. Under FASB ASC 718, the equity acceleration was treated as a modification of the terms of Professor Frei’s outstanding equity awards. As required by SEC rules, the “Stock Awards” column includes the incremental fair value of the modified awards equal to $17,844, computed as of the modification date, compared with the fair value of the award immediately prior to the modification, computed in accordance with FASB ASC 718.
Director Compensation
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Compensation and Governance Practices
| Compensation Type | Key Features | | Base Salary | Fixed level of cash compensation for expected day-to-day responsibilities. Reviewed annually and may be adjusted based on performance, scope of responsibility, and competitive market. | | Annual Cash Incentive | Variable cash incentive opportunity based on the achievement of pre-established annual 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. |
Compensation and Governance Practices
2024 Executive Pay Mix Since our IPO in 2021, our CEO’s compensation has been limited to a modest base salary. He does not participate in the annual cash incentive program and has not received new equity awards. Our non-CEO 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 2024, 94% of our non-CEO NEOs’ compensation, on average, was tied to performance.
Compensation and Governance Practices
| | | 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. | |
2024 Executive Compensation Program
2024 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. 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 executive compensation program any fixed weight, but rather each executive’s compensation level and the mix of compensation elements reflect the People Committee’s business judgment with respect to the above factors and consideration of alignment of stockholder interests.
2024 Executive Compensation Program
| | | What are incentive awards? | | | Incentive awards motivate executives to achieve results. Incentive awards are a form of compensation that is designed to deliver value only if performance objectives are achieved (on key financial, operational, or strategic objectives) and/or based on our stock price. | |
2024 Executive Compensation Program
Annual Cash Incentive The People Committee introduced a performance-based annual cash incentive for NEOs starting in 2022 as a means to further motivate performance on annual financial and operating metrics tied to our long-term strategy and performance. In March 2024, the People Committee reviewed the bonus targets for our NEOs and determined to keep them unchanged. Upon Mr. Pinner’s hire in August 2024, his bonus target was set at the same level as that of other non-CEO NEOs.
2024 Executive Compensation Program
| Executive | Target Bonus (% of Salary) | | % Increase | | | 2024 | 2023 | | | Vladimir Tenev | — | — | — | | Jason Warnick | 75% | 75% | — | | Daniel Gallagher | 75% | 75% | — | | Steven Quirk | 75% | 75% | — | | Jeffrey Pinner | 75% | — | — |
2024 Executive Compensation Program
| | | Performance Goals | | | Performance Outcomes(3) | | | Weighting | Threshold | Target | Maximum | Payout (% of target) | | Net Revenue | 30% | | | | 200% | | Adjusted Net Income(1) | 30% | | | | 200% | | Net Deposits(2) | 20% | | | | 200% | | Gold Subscriber(2) Growth | 20% | | | | 128% | | Approved Performance Result | | | | | 185.5% |
2024 Executive Compensation Program
(1)For purposes of the annual cash incentive award, adjusted net income is calculated from the Company’s audited financial statements as net income (loss), excluding significant legal and tax settlements and reserves. Adjusted net income for the year ended December 31, 2024 is reconciled to the most directly comparable GAAP measure in the Appendix. (2)See Appendix for definitions of Net Deposits and Gold Subscribers. (3)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’ 2024 annual cash incentive award, as approved by the People Committee is set forth below.
2024 Executive Compensation Program
| Executive | 2024 Eligible Earnings | Target Annual Incentive | Company Performance Multiplier | Final Award | | Vladimir Tenev | — | — | — | — | | Jason Warnick | $550,000 | 75% | 185.5% | $765,339 | | Daniel Gallagher | $550,000 | 75% | 185.5% | $765,339 | | Steven Quirk | $550,000 | 75% | 185.5% | $765,339 | | Jeffrey Pinner(1) | $213,388 | 75% | 185.5% | $296,935 |
2024 Executive Compensation Program
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. In 2024, the People Committee granted long-term equity in the form of time-based RSUs to our non-CEO NEOs. We believe time-based RSUs balance strong alignment to stockholders while providing a strong level of retention with simplicity. The size of awards made to our non-CEO 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-CEO NEO and related vesting schedules, and the potential retentive value of the proposed awards. Refresh Grants. The People Committee granted time-based RSUs to certain non-CEO NEOs during our annual refresh cycle that vest quarterly over four years. The grant date fair value of the refresh award was $7.25 million for Mr. Gallagher, $6.75 million for Mr. Warnick, and $5.0 million for Mr. Quirk. Mr. Pinner did not receive an annual refresh grant because he was hired in August 2024. New Hire Grant. In connection with Mr. Pinner joining Robinhood as our CTO, we granted him a $17.5 million RSU award that vests quarterly over four years. When determining the size of this grant, the Board considered market data for the role, compensation forfeited at his prior role, internal pay equity, the anticipated role’s importance relative to others at our Company, and the level required to attract Mr. Pinner to Robinhood.
2024 Executive Compensation Program
| | | What is share vesting and when does it happen? | | | As part of our executive compensation, we award stock to individuals at a certain point in time that is only later legally earned, or “vested,” if certain conditions occur. The shares’ vesting may be tied to conditions such as the Company’s stock price, other performance goals, or the individual remaining employed by the Company for a certain amount of time. | |
Long-Term Incentive Equity Awards Granted to NEOs in 2024
Long-Term Incentive Equity Awards Granted to NEOs in 2024
Long-Term Incentive Equity Awards Granted to NEOs in 2024
| Executive | Refresh Grants | New Hire Grant | Total | | Vladimir Tenev | — | — | — | | Jason Warnick | $6,750,000 | — | $6,750,000 | | Daniel Gallagher | $7,250,000 | — | $7,250,000 | | Steven Quirk | $5,000,000 | — | $5,000,000 | | Jeffrey Pinner | — | $17,500,000 | $17,500,000 |
Compensation Setting Process
Compensation Setting Process 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 review market data and 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 multiple 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, the potential retentive value of the compensation package, and the review of our Say-on-Pay vote results. 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. 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. Role of Management Our CEO and other executives do not set their own compensation, nor are they present when the People Committee sets their specific individual compensation. Our CEO provides his evaluation of each executive officer’s performance to the People Committee and makes recommendations with respect to base salary, target annual incentives, and equity awards for each executive officer other than himself. Our CEO’s recommendation is considered by the People Committee, which makes final determinations. The People department provides additional analysis and guidance as requested by the People Committee related to executive compensation, including (i) developing, summarizing, and presenting information and analyses to inform the People Committee’s decision-making; (ii) attending People Committee meetings to provide requested information, respond to questions, and otherwise assist the People Committee; and (iii) assisting the CEO in making preliminary recommendations regarding each element of compensation. 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 December 2023, the People Committee approved a peer group for 2024 in consultation with its independent compensation consultant, Pay Governance. The People Committee considered publicly traded consumer-focused technology companies, fintech 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.
Compensation Setting Process
| | | What is a peer group and how do companies use them? | | | A “peer group” is a group of companies considered to be similar based on a number of factors that a company believes is most relevant. Each year Robinhood selects a list of what it believes to be the most comparable companies for its peer group. To determine its 2024 peer group, Robinhood first identified companies in similar industries and business focus and then the People Committee selected a list of companies with similar revenues and market capitalization. Companies, including Robinhood, use their peer group to compare various aspects of their company, including for corporate governance matters such as setting compensation for its named executive officers. | |
Compensation Setting Process
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 capitalization. The following previous peers were removed: Box, Inc., Cloudflare, Inc., DocuSign, Inc., Dropbox, Inc., Marqeta, Inc., Match Group, Inc., New Relic, Inc., Nutanix, Inc., Okta, Inc., Palantir Technologies Inc., Splunk, Inc., The Trade Desk, Inc., and Twilio, Inc. The following peers were added: Block, Inc., Coursera, Inc., DoorDash, Inc., Duolingo, Inc., Etsy, Inc., Maplebear, Inc. and Rocket Companies, Inc. As a result, the 2024 peer group was as listed below: •Affirm Holdings, Inc. •Block, Inc. •Coinbase Global, Inc. •Coursera, Inc. •DoorDash, Inc. •Duolingo, Inc. •Etsy, Inc. •Interactive Brokers Group, Inc. •Lyft, Inc. •Maplebear, Inc. •Pinterest, Inc. •Rocket Companies, Inc. •Snap, Inc. •SoFi Technologies, 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. Compensation Risk Assessment The Company reviewed its compensation policies and practices in March 2025 and concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. In particular, the People Committee assessed the compensation arrangements for the Company’s executive officers and reviewed incentive and commission arrangements below the executive level and concluded that they do not encourage unnecessary or excessive risk-taking. The People Committee believes that the design of the Company’s annual cash and long-term equity incentives for its executive officers provides an effective and appropriate mix of incentives to focus them on long-term stockholder value creation and does not encourage taking short-term risks at the expense of long-term results. Say-on-Pay At our 2024 annual meeting, we conducted our first Say-on-Pay vote and received strong stockholder support with 98% of votes cast in favor of the Company’s fiscal 2023 NEO compensation. Our People Committee reviewed the final results of the advisory vote and, given the significant level of support, concluded that our executive compensation program provides an appropriately competitive package that incentivizes the performance of our NEOs and encourages their retention over the long-term. Our People Committee will continue to consider the outcome of our Say-On-Pay votes and the views of our stockholders when making compensation decisions for our NEOs each year. Consistent with the results of our first non-binding, advisory Say-on-Frequency vote conducted at our 2022 annual meeting, our Board determined to hold a Say-on-Pay vote every year commencing after our first Say-on-Pay vote at our 2024 annual meeting.
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 and are valued based on their grant date fair values for accounting purposes. Therefore: •the stock awards column reports RSUs and PSUs granted in the years shown even though they have multi-year vesting schedules; and •because the stock awards column reports the grant 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).
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 Chief Executive Officer | 2024 | 34,248 | — | — | — | 2,103,203(4) | 2,137,451 | | | 2023 | 34,248 | — | — | — | 2,404,090 | 2,438,338 | | | 2022 | 34,248 | — | — | — | 1,263,281 | 1,297,529 | | Jason Warnick Chief Financial Officer | 2024 | 550,000 | — | 6,750,012 | 765,339 | 16,895(4) | 8,082,246 | | | 2023 | 550,000 | — | 9,000,011 | 601,755 | 48,575 | 10,200,341 | | | 2022 | 550,000 | — | 5,999,988 | — | 38,445 | 6,588,433 | | Daniel Gallagher Chief Legal Officer | 2024 | 550,000 | — | 7,250,000 | 765,339 | 41,921(4) | 8,607,260 | | | 2023 | 550,000 | — | 9,500,002 | 601,755 | 50,557 | 10,702,314 | | | 2022 | 550,000 | — | 14,499,997 | — | 5,850 | 15,055,847 | | Steven Quirk Chief Brokerage Officer | 2024 | 550,000 | — | 5,000,008 | 765,339 | 28,797(4) | 6,344,144 | | | 2023 | 539,178 | — | 4,000,006 | 589,915 | 52,992 | 5,182,091 | | | 2022 | 480,769 | 200,000 | 12,999,991 | — | 1,387 | 13,682,147 | | Jeffrey Pinner Chief Technology Officer | 2024 | 213,388 | 1,000,000(5) | 17,500,018 | 296,935 | — | 19,010,341 |
Summary Compensation Table
(1)For a list of 2024 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 granted 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 that might never vest. (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 $1,623,888 (including residential security and online privacy services) and costs of $479,315 related to personal usage of private aircraft (as discussed in “Executive Compensation—Compensation Discussion and Analysis—Other Benefits”). On occasion, guests of Mr. Tenev accompanied him on the private aircraft, at no incremental cost to the Company. For Mr. Warnick, this amount represents personal security services for which the Company paid $13,706 (including residential security and online privacy services) and Company-paid 401(k) plan matching contributions of $3,189. For Mr. Gallagher, this amount represents personal security services for which the Company paid $38,744 (including residential security and online privacy services) and Company-paid 401(k) plan matching contributions of $3,177. For Mr. Quirk, this amount represents personal security services for which the Company paid $25,608 (including residential security and online privacy services) and Company-paid 401(k) plan matching contributions of $3,189. (5)Represents half of Mr. Pinner’s sign-on bonus paid pursuant to his offer letter.
Summary Compensation Table
| 82 | Robinhood Executive Compensation |
Grants of Plan-Based Awards Table—2024
Grants of Plan-Based Awards Table—2024 The following table presents all plan-based awards granted to the NEOs during 2024. For a description of these awards, see the CD&A above, and the narrative description of our executive compensation arrangements below. The column “Grant Date Fair Value of Stock and Option Awards” presents the aggregate grant date fair value of each grant (as computed for financial accounting purposes), which does not reflect whether the executive actually realized a financial benefit from the grant (such as by vesting in stock or exercising options).
Grants of Plan-Based Awards Table—2024
| Name | Grant Date(1) | Estimated future payouts under non-equity incentive plan awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Vladimir Tenev | — | — | — | — | — | — | | Jason Warnick | — | 206,250 | 412,500 | 825,000 | — | — | | RSU Award | 03/20/2024 | — | — | — | 363,686 | 6,750,012(4) | | Daniel Gallagher | — | 206,250 | 412,500 | 825,000 | — | — | | RSU Award | 03/20/2024 | — | — | — | 390,625 | 7,250,000(4) | | Steven Quirk | — | 206,250 | 412,500 | 825,000 | — | — | | RSU Award | 03/20/2024 | — | — | — | 269,397 | 5,000,008(4) | | Jeffrey Pinner | — | 80,020 | 160,041 | 320,082 | — | — | | RSU Award | 09/18/2024 | — | — | — | 762,528 | 17,500,018(4) |
Grants of Plan-Based Awards Table—2024
(1)This column presents the grant date of equity-based awards. (2)Represents 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 2024, and are included in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table above. (3)Represents the aggregate grant date fair value of the awards computed 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 2024 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 13 to our consolidated financial statements—“Common Stock and Stockholders’ Equity.” (4)This time-based RSU award is subject to a four-year quarterly vesting schedule and the NEO’s continued service with us on each vesting date.
Grants of Plan-Based Awards Table—2024
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Grants of Plan-Based Awards Table—2024
Offer Letters As of December 31, 2024, we had not entered into an offer letter or employment agreement with Mr. Tenev. We have entered into offer letters with each of Mr. Warnick, Mr. Gallagher, Mr. Quirk, and Mr. Pinner. These offer letters provide for at-will employment and generally specify the NEO’s initial base salary, initial equity awards, and eligibility to participate in our employee benefit plans generally. Jason Warnick. We entered into an offer letter with Mr. Warnick, dated November 8, 2018. Pursuant to such letter agreement, Mr. Warnick’s initial base salary was $300,000, and Mr. Warnick received a sign-on bonus opportunity of $300,000, the last installment of which was paid on the second anniversary following the commencement of his employment. Mr. Warnick also received initial grants of 700,000 time-based RSUs and 700,000 stock options. Daniel Gallagher. We entered into an offer letter with Mr. Gallagher, dated April 28, 2020, as amended on August 19, 2020, and December 15, 2020. Pursuant to such letter agreement, Mr. Gallagher’s initial base salary was $400,000, and Mr. Gallagher received a sign-on bonus opportunity of $8.4 million, one-fourth of which was paid within 30 days of his start date and the remainder of which was paid in three annual installments. The second and third of such installments were paid in 2021 and 2022, respectively, in the amount of $2.1 million each year. Mr. Gallagher also received initial grants of 308,419 time-based RSUs and 264,360 stock options. Steven Quirk. We entered into an offer letter with Mr. Quirk, dated July 13, 2021, as amended on November 18, 2021 and on January 7, 2022. Pursuant to such letter agreement (as amended), Mr. Quirk’s initial base salary was $500,000, and Mr. Quirk received a sign-on bonus opportunity of $400,000, one-half of which was paid 30 days following his start date as an advance to assist in transitioning into his role and the remainder of which was paid in 2023 following the one-year anniversary of his start date. Mr. Quirk also received initial grants of 694,444 time-based RSUs. Jeffrey Pinner. We entered into an offer letter with Mr. Pinner, dated July 24, 2024. Pursuant to such letter agreement, Mr. Pinner’s initial base salary was $550,000, and Mr. Pinner received a sign-on bonus opportunity of $2 million, one-half of which was paid 30 days following his start date as an advance to assist in transitioning into his role and the remainder of which is to be paid in 2025 following the one-year anniversary of his start date. Mr. Pinner also received initial grants of 762,528 time-based RSUs. 401(k) Plan We maintain a 401(k) plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to defer eligible compensation up to certain Internal Revenue Code (“Code”) limits, which are updated annually. We match 100% of the first 3% of employee contributions. Contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employees are immediately and fully vested in their own contributions. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not taxable to the employees until withdrawn or distributed from the 401(k) plan.
Grants of Plan-Based Awards Table—2024
| 84 | Robinhood Executive Compensation |
Outstanding Equity Awards at the End of 2024
Outstanding Equity Awards at the End of 2024 The following table presents outstanding equity awards held by the NEOs on December 31, 2024. Shares subject to 2019 Market-Based PSUs that have met the stock-price condition prior to December 31, 2024 but remain subject to the time-based service condition are classified as being subject only to time-based vesting conditions at the end of 2024. 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.
Outstanding Equity Awards at the End of 2024
| Name | Option Awards(1) | | | | Stock Awards(1) | | | | | | 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 ($)(2) | Equity Incentive Plan Awards: | | | | | | | | | | Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2) | | Vladimir Tenev | — | — | — | — | —(3) | — | 11,065,463(4) | 412,299,151 | | Jason Warnick | 700,000 | — | 5.93 | 12/14/2028 | — | — | — | — | | | | | | | 20,162(5) | 751,236 | | | | | | | | | 40,323(6) | 1,502,435 | | | | | | | | | 120,564(7) | 4,492,215 | | | | | | | | | 77,160(8) | 2,874,982 | | | | | | | | | 440,930(9) | 16,429,052 | | | | | | | | | 27,996(10) | 1,043,131 | | | | | | | | | 295,495(11) | 11,010,144 | | | | Daniel Gallagher | 219,595 | — | 10.24 | 07/05/2030 | — | — | — | — | | | | | | | 144,676(12) | 5,390,628 | | | | | | | | | 96,451(13) | 3,593,764 | | | | | | | | | 598,405(14) | 22,296,570 | | | | | | | | | 317,383(15) | 11,825,691 | | | | Steven Quirk | — | — | — | — | 217,014(16) | 8,085,942 | — | — | | | | | | | 251,961(17) | 9,388,067 | | | | | | | | | 218,886(18) | 8,155,692 | | | | Jeffrey Pinner | — | — | — | — | 714,870(19) | 26,636,056 | — | — |
Outstanding Equity Awards at the End of 2024
(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 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 $37.26 per share on December 31, 2024, as reported by Nasdaq. (3)All of the 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 vested. (4)Portions of the 2019 Market-Based PSUs 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 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. Because the time-based vesting schedule has been satisfied, Mr. Tenev will become immediately vested in full in any tranche that satisfies the share-price vesting goal, subject to his continued service as of such achievement. (5)All of these RSUs vested on January 1, 2025. (6)All of these RSUs vested on January 1, 2025.
Outstanding Equity Awards at the End of 2024
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Outstanding Equity Awards at the End of 2024
(7)One-fifth (1/5) of these RSUs vested on March 1, 2025, with the remainder vesting in equal quarterly installments thereafter through March 1, 2026. (8)One-fourth (1/4) of these RSUs vested on April 1, 2025, with the remainder vesting in equal quarterly installments thereafter through January 1, 2026. (9)One-ninth (1/9) of these RSUs vested on March 1, 2025, with the remainder vesting in equal quarterly installments thereafter through March 1, 2027. (10)All of these RSUs vested on March 1, 2025. (11)One-thirteenth (1/13) of these RSUs vested on March 1, 2025, with the remainder vesting in equal quarterly installments thereafter through March 1, 2028. (12)One-fifth (1/5) of these RSUs vested on March 1, 2025, with the remainder vesting in equal quarterly installments thereafter through March 1, 2026. (13)One-half (1/2) of these RSUs vested on January 1, 2025 and the remainder vested on April 1, 2025. (14)One-ninth (1/9) of these RSUs vested on March 1, 2025, with the remainder vesting in equal quarterly installments thereafter through March 1, 2027. (15)One-thirteenth (1/13) of these RSUs vested on March 1, 2025, with the remainder vesting in equal quarterly installments thereafter through March 1, 2028. (16)One-fifth (1/5) of these RSUs vested on February 1, 2025, with the remainder vesting in equal quarterly installments thereafter through February 1, 2026. (17)One-ninth (1/9) of these RSUs vested on March 1, 2025, with the remainder vesting in equal quarterly installments thereafter through March 1, 2027. (18)One-thirteenth (1/13) of these RSUs vested on March 1, 2025, with the remainder vesting in equal quarterly installments thereafter through March 1, 2028. (19)One-fifteenth (1/15) of these RSUs vested on March 1, 2025, with the remainder vesting in equal quarterly installments thereafter through September 1, 2028.
Outstanding Equity Awards at the End of 2024
| 86 | Robinhood Executive Compensation |
Options Exercised and Stock Vested During 2024
Options Exercised and Stock Vested During 2024 The following table shows how many stock options our NEOs exercised, and how many shares of stock vested for each NEO, during 2024. All of the stock vesting events relate to RSUs and PSUs. This table also shows the aggregate value our NEOs realized from such RSU/PSU vesting events.
Options Exercised and Stock Vested During 2024
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Vladimir Tenev | — | — | 172,898 | 2,754,846 | | Jason Warnick | — | — | 714,528 | 16,055,587 | | Daniel Gallagher | — | — | 984,872 | 20,384,033 | | Steven Quirk | — | — | 488,389 | 10,025,083 | | Jeffrey Pinner | — | — | 47,658 | 1,789,081 |
Options Exercised and Stock Vested During 2024
(1)“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).
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, 2024. Change in Control and Severance Plan In March 2021, our Board adopted our Change in Control and Severance Plan for Key Employees (our “CIC and Severance Plan”), including for all of the NEOs. In August 2024, our Board approved certain revisions to the CIC and Severance Plan to better align with market practices. The People Committee believes that providing our executives with specified benefits in the event of a termination of employment by Robinhood without cause (or in the event of a resignation by the executive for good reason) is consistent with market practices. It also helps us retain executives and maintain leadership stability. Furthermore, the People Committee believes that adopting uniform terms, as reflected in these severance arrangements, helps to ensure that our executives are treated fairly and consistently and could help the Company avoid the need to separately negotiate severance in connection with each individual termination of employment. Each of our executive officers and each of our other employees at the level of vice president or above is eligible to participate in our CIC and Severance Plan. Our Board or People Committee administers the CIC and Severance Plan with respect to our executive officers, and our CEO administers the CIC and Severance Plan with respect to our employees. Our CIC and Severance Plan provides benefits in the event of an “Involuntary Termination,” which is defined to mean a termination of the participant’s employment (a) by the participant for “good reason” (as defined in our CIC and Severance Plan) or (b) by the Company for a reason other than “cause” (as defined in our CIC and Severance Plan), death, or disability.
Amendment and Termination
| | | What is CEO pay ratio? | | | This is a ratio that compares the compensation of the company’s CEO with the compensation of the company’s median, or middle-most, employee (excluding the CEO). | |
Amendment and Termination
| | | What does “pay versus performance” mean? | | | SEC rules require that companies show the relationship between compensation “actually paid” to executives and a company's financial performance. Compensation “actually paid” is calculated using special formula prescribed by the SEC. It is calculated based on the "total compensation" figure included in the proxy statement's Summary Compensation Table, but uses a different approach to valuing equity awards granted. Because “total compensation” is calculated using the accounting value of an equity award at the grant or modification date, it provides a valuation only as of the grant or modification of the award, whereas the compensation "actually paid" formula is intended to illustrate how the value of an executive's aggregate equity awards may change within a reported year, measured based on market value overtime. Companies that pay dividends on their shares or provide pension benefits to their executives will reflect additional adjustments. Neither “total compensation” nor compensation “actually paid” reflects the amount of compensation that an executive will actually take home in a given year, which depends on many factors like timing and performance requirements for equity awards to vest. | |
Amendment and Termination
| 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) | | | | 2024 | $2,137,451 | $91,877,214 | $10,510,998 | $34,001,282 | $107.01 | $116.92 | 1,411 | 1,429 | | 2023 | $2,438,338 | $(6,729,202) | $6,359,092 | $9,349,534 | $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 |
Amendment and Termination
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2024 | $2,137,451 | — | $89,739,763 | $91,877,214 | | 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 |
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. 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.
Compensation Actually Paid and Performance
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Compensation Actually Paid and Performance
Compensation Actually Paid vs. TSR The following chart sets forth the relationship between compensation actually paid to Mr. Tenev, our PEO, the average compensation actually paid to our non-PEO NEOs, and our TSR along with the TSR of our peer group during our four most recently completed fiscal years. Compensation Actually Paid vs. Net Income The following chart sets forth the relationship between compensation actually paid to our PEO, the average compensation actually paid to our non-PEO NEOs, and our net income (loss) during our four most recently completed fiscal years.
Compensation Actually Paid and Performance
| 98 | Robinhood Executive Compensation |
Compensation Actually Paid and Performance
Compensation Actually Paid vs. Adjusted EBITDA The following chart sets forth the relationship between compensation actually paid to our PEO, the average compensation actually paid to our non-PEO NEOs, and our Adjusted EBITDA during our four most recently completed fiscal years.
Compensation Actually Paid and Performance
| Proposal 03 | |
Compensation Actually Paid and Performance
| 100 | Robinhood Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm |
Compensation Actually Paid and Performance
| Ratification of Appointment of Independent Registered Public Accounting Firm |
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, 2025. 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 2025. 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.
Compensation Actually Paid and Performance
| 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, 2025. Proxies received by the Company will be voted “FOR” this proposal unless you specify otherwise in the proxy. | | | | Who is EY? | | | | Ernst & Young LLP (“EY”) is our independent registered public accounting firm and has served as our auditor since 2017. At last year’s annual meeting, our stockholders voted to ratify our Audit Committee's appointment of EY as our auditor for 2024. This year, our Audit Committee has again appointed EY to continue as our auditor for 2025. EY is one of four accounting firms in the “Big Four”, which comprise the four largest accounting firms. | | |
Compensation Actually Paid and Performance
| | | What is being voted on and why? | | | The Audit Committee has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year, but given the importance of this role, believes that stockholders should have input on the appointment. | |
Compensation Actually Paid and Performance
| Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm | 101 |
Compensation Actually Paid and Performance
Overview The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. In order to assure continuing auditor independence and objectivity, the Audit Committee intends to periodically consider whether there should be a rotation of the Company’s independent registered public accounting firm. Although ratification of the appointment of EY is not required by our Organizational Documents or applicable law, the Audit Committee and the Board believe it is a good corporate governance practice to request stockholder ratification of the Audit Committee’s appointment of the Company’s independent registered public accounting firm. In the event that ratification of this appointment is not approved by stockholders, the Audit Committee will consider this fact in connection with its future appointment of an independent registered public accounting firm. Even if this appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders. Audit and Non-Audit Fees Set forth below are approximate fees for services rendered by Ernst & Young LLP, our independent registered public accounting firm, for the fiscal years ended December 31, 2024, and December 31, 2023:
Compensation Actually Paid and Performance
| (in thousands) | 2024 | 2023 | | Audit Fees(1) | $9,995 | $6,903 | | Audit-Related Fees | — | — | | Tax Fees(2) | 243 | 298 | | All Other Fees(3) | 2 | 2 | | Total | $10,240 | $7,203 |
Compensation Actually Paid and Performance
(1)“Audit Fees” consist of fees in connection with professional services rendered in connection with the audit of our consolidated financial statements, reviews of our quarterly consolidated financial statements, and related accounting consultations and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. (2)“Tax Fees” consist of fees in connection with domestic and international tax advisory services and domestic tax compliance. (3)“All Other Fees” consist of subscription fees to an online accounting information database.
Robert Zoellick
Robert Zoellick * Ms. Segal ceased to serve on the Audit Committee and Mr. Payne joined the Audit Committee as of March 2025.
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| Other Matters |
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Beneficial Ownership of Principal Stockholders and Management The following table presents the number of shares of our common stock that were beneficially owned as of April 7, 2025 (except where another date is noted), by (1) known beneficial owners of 5% or more of our common stock, (2) each current director and director nominee, (3) each NEO, and (4) all current directors and current executive officers of the Company as a group. As required by SEC rules, this table considers shares to be beneficially owned by a listed person if such person has voting power or investment power over the shares (and regardless of whether such person has an economic interest in the shares).
Robert Zoellick
| | Shares Beneficially Owned on April 7, 2025(1)(2) | | | | % of Voting Power(3) | | | Class A | | Class B | | | | Name of Beneficial Owner | Shares | % | Shares | % | | | Named Executive Officers and Directors: | | | | | | | Vladimir Tenev(4)(5) | 6,907 | * | 46,638,223 | 40.3 | 24.2 | | Jason Warnick(6) | 1,619,146 | 0.2 | — | — | 0.1 | | Daniel Gallagher(7) | 1,046,710 | 0.1 | — | — | 0.1 | | Steven Quirk(8) | 414,250 | 0.1 | — | — | * | | Jeffrey Pinner(9) | 59,697 | * | — | — | * | | Baiju Bhatt(5)(10) | 7,863 | * | 69,571,868 | 60.2 | 35.9 | | John Hegeman(11) | 196 | * | — | — | * | | Paula Loop(12) | 94,062 | * | — | — | * | | Meyer Malka(13) | 11,370,572 | 1.5 | — | — | 0.6 | | Christopher Payne | 10 | * | — | — | * | | Jonathan Rubinstein(14) | 228,485 | * | — | — | * | | Susan Segal(15) | 14,953 | * | — | — | * | | Dara Treseder | 70,468 | * | — | — | * | | Robert Zoellick(16) | 96,326 | * | — | — | * | | All Current Executive Officers and Directors as a group (14 persons)(17) | 15,029,645 | 1.9 | 115,645,012 | 100.0 | 60.7 | | Other 5% or Greater Stockholders: | | | | | | | The Vanguard Group(18) | 68,278,391 | 8.9 | — | — | 3.5 | | FMR LLC(19) | 40,237,475.06 | 5.2 | — | — | 2.1 |
Robert Zoellick
* Less than 0.1%. (1)To our knowledge, except as otherwise indicated in the footnotes to this table and subject to applicable community property laws, each stockholder named in the table has the sole power to vote or direct the voting of (voting power), and the sole power to sell or otherwise direct the disposition of (investment power), the shares set forth opposite such stockholder’s name. The number of shares beneficially owned by each person or group includes shares over which such person or group held voting power or investment power on April 7, 2025, (or such other date as is indicated below) and shares over which such person or group had the right to acquire voting power or investment power within 60 days after April 7, 2025 (or such other date as is indicated below), such as upon the exercise of options and vesting and settlement of RSUs.
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| | | What is beneficial ownership? | | | For this purpose, beneficial ownership means that a person has a right to vote or sell a share of stock (or has a right to acquire voting or sales control over a share of stock within the next sixty days, for example by exercising an option). | |
Robert Zoellick
(2)As of April 7, 2025, we had outstanding 768,174,496 shares of Class A common stock, 115,645,012 shares of Class B common stock, and zero shares of Class C common stock. We have no other classes of stock outstanding. For each person and group listed in the table, percentage ownership of any class of stock is calculated by dividing the number of shares of such class beneficially owned by such person or group as described above by the sum of (a) the shares of such class outstanding on April 7, 2025, plus (b) the number of shares of common stock that such person or group had the right to acquire from the Company within 60 days as described above. Each outstanding share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock; however, to avoid double counting and for ease of presentation, Class B shares are presented only under the Class B column header (and not also under the Class A column header). (3)Each holder of our Class A common stock is entitled to one vote per share and each holder of our Class B common stock is entitled to ten votes per share on all matters submitted to a vote of the stockholders. The holders of our voting stock, consisting of Class A and Class B common stock, generally vote together as a single class on all matters submitted to a vote of our stockholders, unless otherwise required by applicable law or our Charter. In the table above, percentage of voting power is calculated by attributing beneficial ownership of shares based only on voting power (not based on investment power), and by including shares over which each person or group has the right to acquire voting power within 60 days after April 7, 2025 (or such other date as is indicated below). For each person and group, percentage of voting power is calculated by dividing the number of votes represented by the shares beneficially owned (based on voting power only) by such person or group by the sum of the number of votes represented by all outstanding shares on April 7, 2025, plus the number of votes represented by the shares that such person or group had the right to acquire from the Company within 60 days after April 7, 2025. (4)Mr. Tenev’s beneficial ownership consists of (a) 6,907 Class A shares held by The Tenev Living Trust, over which shares Mr. Tenev and his spouse share voting and investment power; (b) 46,073,144 Class B shares held by Mr. Tenev; and (c) 565,079 Class B shares held by the Bhatt Family LLC, over which shares Mr. Tenev has sole voting power, Mr. Bhatt’s spouse has sole investment power, and Mr. Bhatt has a right to obtain sole investment power within 60 days after April 7, 2025. Note that the shares in clause (c) are beneficially owned by both Mr. Tenev and Mr. Bhatt and, therefore, are included in both of their rows above. Mr. Tenev has voting power over the shares described in clause (c) pursuant to an irrevocable proxy granted by the recordholder of such shares (which recordholder is an entity related to Mr. Bhatt) under the Founders’ Voting Agreement, but does not have an economic interest in such shares. (5)All of the shares presented for Mr. Bhatt and Mr. Tenev are (or upon issuance will be) subject to the Founders’ Voting Agreement between Mr. Tenev, Mr. Bhatt, and their related entities, as further described below under “Other Matters—Voting Agreements.” All of the shares that are subject to the Founders’ Voting Agreement appear in this table because each of them is subject to the voting power of one or the other of Mr. Tenev or Mr. Bhatt. Parties to the Founders’ Voting Agreement may be deemed to constitute a group for purposes of Section 13(d)(3) under the Exchange Act. Except as set forth in footnotes (4) and (10), each of Mr. Tenev and Mr. Bhatt, respectively, has neither voting nor investment power over the securities beneficially owned by other parties to the Founders’ Voting Agreement and disclaims beneficial ownership of such securities. (6)Mr. Warnick’s beneficial ownership includes (a) 956,814 Class A shares held in his name, (b) 550,000 Class A shares underlying stock options exercisable within 60 days after April 7, 2025; and (c) 112,332 Class A shares underlying RSUs scheduled to vest and settle within 60 days after April 7, 2025. (7)Mr. Gallagher’s beneficial ownership includes (a) 822,825 Class A shares held in his name; (b) 90,300 Class A shares underlying stock options exercisable within 60 days after April 7, 2025; and (c) 133,585 Class A shares underlying RSUs scheduled to vest and settle within 60 days after April 7, 2025. (8)Mr. Quirk’s beneficial ownership includes (a) 309,518 Class A shares held in his name; and (b) 104,732 Class A shares underlying RSUs scheduled to vest and settle within 60 days after April 7, 2025. (9)Mr. Pinner’s beneficial ownership includes (a) 5,853 Class A shares held in his name; and (b) 53,844 Class A shares underlying RSUs scheduled to vest and settle within 60 days after April 7, 2025. (10)Mr. Bhatt’s beneficial ownership consists of (a) 7,863 Class A shares held in his name; (b) 56,608,880 Class B shares held by The Baiju Prafulkumar Bhatt Living Trust, dated 11/30/17 (the “Bhatt Living Trust”); (c) 565,079 Class B shares held by the Bhatt Family LLC, over which shares Mr. Tenev has sole voting power, Mr. Bhatt’s spouse has sole investment power, and Mr. Bhatt has a right to obtain sole investment power within 60 days after April 7, 2025; (d) 706,070 Class B shares held by The Baiju Prafulkumar Bhatt GRAT dated 10/4/18; (e) 1,460,283 Class B shares held by Baiju P Bhatt 2023 GRAT; (f) 6,808,231 Class B shares held by The Tenev 2017 Irrevocable Trust, over which shares Mr. Bhatt has sole voting power but no investment power; (g) 1,408,450 Class B shares held by Butterfly Management LLC, over which shares Mr. Bhatt has sole voting power but no investment power; and (h) 2,014,875 Class B shares held by Surfboard Management LLC, over which shares Mr. Bhatt has sole voting power but no investment power. Note that the shares in clause (c) are beneficially owned by both Mr. Tenev and Mr. Bhatt and, therefore, are included in both of their rows above.
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Mr. Bhatt has voting power over the shares described in the clauses (f) through (h) pursuant to an irrevocable proxy granted by the entities that are the recordholders of such shares (which entities are related to Mr. Tenev) under the Founders’ Voting Agreement, but does not have an economic interest in such shares. (11)Mr. Hegeman’s beneficial ownership includes 196 Class A shares underlying vested RSUs that Mr. Hegeman has a right to cause the Company to settle within 60 days after April 7, 2025. (12)Ms. Loop’s beneficial ownership includes (a) 64,022 Class A shares held in her name; and (b) 30,040 Class A shares underlying vested RSUs that Ms. Loop has a right to cause the Company to settle within 60 days after April 7, 2025. (13)Mr. Malka’s beneficial ownership includes (a) 4,332 Class A shares held in his name; (b) 102,183 Class A shares held by Tibbir Holdings LLC; (c) 3,936,288 Class A shares held by the Malka Kleiner Revocable Trust dated July 16, 2012 (the “Malka Trust”); (d) one Class A share held by the Tibbir Trust; (e) 1,263,753 Class A shares held by the Aphrodite Trusts (421,251 Class A shares are held by each of the Aphrodite EM Trust, the Aphrodite MM Trust and the Aphrodite SM Trust (collectively, the "Aphrodite Trusts")); (f) 4,641,412 Class A shares (including 1,405,827 Class A shares issuable upon exercise of Company warrants) held by Bullfrog Capital, L.P. (“Bullfrog”), for itself and as nominee for Bullfrog Founder Fund, L.P. (“Bullfrog FF”); and (g) 1,422,603 Class A shares issuable upon exercise of warrants held by RH-N Bullfrog Opportunity I, LLC (“RH-N”). Mr. Malka serves as investment manager of Tibbir Holdings LLC and as trustee of the Malka Trust. Mr. Malka’s immediate family member serves as trustee of the Tibbir Trust and each of the Aphrodite Trusts. Mr. Malka is the sole director of Bullfrog Capital GP, Ltd., which is the general partner of Bullfrog Capital GP, L.P., which is the general partner of Bullfrog and Bullfrog FF and the managing member of RH-N. The 2,828,430 warrants held by Bullfrog and RH-N are pledged pursuant to the put spread collar hedging arrangements discussed in “Transactions with Related Persons—Issuer Agreements” below. (14)Mr. Rubinstein’s beneficial ownership includes (a) 16,548 Class A shares held in his name; (b) 164,194 Class A shares held by the Jonathan J. Rubinstein Trust; (c) 4,528 Class A shares underlying RSUs scheduled to vest and settle within 60 days after April 7, 2025; and (d) 43,215 Class A shares underlying vested RSUs that Mr. Rubinstein has a right to cause the Company to settle within 60 days after April 7, 2025. (15)Ms. Segal’s beneficial ownership includes 14,953 Class A shares underlying vested RSUs that Ms. Segal has a right to cause the Company to settle within 60 days after April 7, 2025. (16)Mr. Zoellick’s beneficial ownership includes (a) 94,062 Class A shares held in his name; and (b) 2,264 Class A shares underlying RSUs scheduled to vest and settle within 60 days after April 7, 2025. (17)The beneficial ownership of all current executive officers and directors as a group includes (a) 11,061,226 Class A shares over which such persons held voting power or investment power on April 7, 2025 (or such other date as is indicated); (b) 640,300 Class A shares underlying stock options exercisable within 60 days after April 7, 2025; (c) 88,404 Class A shares underlying vested RSUs that individual directors have a right to cause the company to settle within 60 days after April 7, 2025; (d) 411,285 Class A shares underlying RSUs scheduled to vest and settle within 60 days after April 7, 2025; and (e) 2,828,430 Class A shares issuable upon exercise of Company warrants. Note that the Class B percentage of all current executive officers and directors as a group is less than the sum of their individual percentages because certain shares are attributable to both Mr. Tenev and Mr. Bhatt individually, as described in footnotes 4 and 10 above, and the figure presented in this row eliminates any double-counting. (18)Beneficial ownership information for The Vanguard Group is as of September 30, 2024, and is based on information contained in their Schedule 13G/A, filed with the SEC on November 12, 2024. Such schedule states that The Vanguard Group holds shared voting power over 313,070 Class A shares, sole investment power over 67,416,440 Class A shares, and shared investment power over 861,951 Class A shares. The Vanguard Group’s address is 100 Vanguard Blvd., Malvern, PA 19355. (19)Beneficial ownership information is as of December 31, 2024, and is based on information contained in the Schedule 13G, jointly filed by FMR LLC (“FMR”) and Abigail P. Johnson with the SEC on February 12, 2025. Such schedule states that FMR holds sole voting power over 40,198,266.77 Class A shares and sole investment power over 40,237,475.06 Class A shares and that Abigail P. Johnson holds sole investment power over 40,237,475.06 Class A shares. Such schedule further states that Abigail P. Johnson is a director, the chairman and the chief executive officer of FMR and members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR, representing 49% of the voting power of FMR. FMR’s address is 245 Summer Street, Boston, MA 02210.
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Equity Compensation Plan Information The following table presents information as of December 31, 2024, regarding shares of our common stock that may be issued under our equity compensation plans, which consist of the: •Amended and Restated 2013 Stock Plan, as amended (the “2013 Plan”); •2020 Equity Incentive Plan, as amended (the “2020 Plan”); •2021 Omnibus Incentive Plan (the “2021 Plan”); and •2021 Employee Share Purchase Plan (“ESPP”). Each of these plans has been approved by our stockholders. We do not maintain any equity compensation plans that have not been approved by stockholders.
Robert Zoellick
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance | | Equity compensation plans approved by security holders | 37,222,851(1) | $4.49(2) | 297,026,774(3) |
Robert Zoellick
(1)Includes 7,843,554 shares subject to outstanding stock option awards, 18,233,088 shares subject to outstanding RSUs, 80,746 shares subject to vested but unsettled RSUs, and 11,065,463 shares subject to outstanding PSUs, in each case, as of December 31, 2024. (2)Calculated exclusive of outstanding RSUs and PSUs, which have no exercise price. (3)Of these shares, 260,199,895 were available for grant under the 2021 Plan and 36,826,879 were available for purchase under the ESPP as of December 31, 2024. Subject to certain express limits of the 2021 Plan, shares available under the 2021 Plan generally may be used for any type of award authorized under that plan including options, RSUs, PSUs, SARs, restricted stock awards, and other forms of awards granted or denominated in shares of our Class A common stock or units of our Class A common stock. Shares underlying full-value awards count against the share reserves on a one-for-one basis (there are no fungible share ratios under our equity plans). Shares underlying awards that are forfeited or canceled or that otherwise fail to vest, as well as vested shares that are withheld for taxes, under the 2013 Plan, the 2020 Plan, or the 2021 Plan, will return to the 2021 Plan and will thereby increase the number of shares available for grant under the 2021 Plan. The number of shares available for grant under the 2021 Plan will automatically increase on the first day of each calendar year beginning on January 1, 2022, and ending on (and including) January 1, 2031. Each annual increase will equal (i) 5% of the outstanding shares of all classes of our common stock on the last day of the immediately preceding year or (ii) such lesser number of shares determined by the People Committee. For 2025, the People Committee approved the full 5% increase and, as a result, an additional 44,224,572 shares became available under the 2021 Plan on January 1, 2025. The number of shares available for purchase under the ESPP will automatically increase on the first day of each calendar year beginning on January 1, 2022, and ending on (and including) January 1, 2031. Each annual increase will equal (i) 1% of the outstanding shares of all classes of our common stock on the last day of the immediately preceding year or (ii) such lesser number of shares determined by the People Committee. For 2025, the People Committee approved the full 1% increase and, as a result, an additional 8,844,914 shares became available under the ESPP on January 1, 2025.
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Voting Agreements