Robinhood Markets, Inc DEF 14A, filed Apr 25, 2025

Robinhood Markets, Inc. (HOOD)

DEF 14A 2025-04-25 For: 2025-06-25

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Added on June 12, 2026

About this DEF 14A

Robinhood Markets, Inc filed this DEF 14A on April 25, 2025.

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☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Letter from Our Chair and Chief Executive Officer		1

Notice of Annual Meeting of Stockholders		4

Highlights		6

Proxy Summary		11
Proposal 1 — Election of Directors		12

Proposal 2 — To Approve, on an Advisory Basis, the Compensation of the Company’s Named Executive Officers		14

Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm		15

Questions and Answers about Our Proxy Materials and the Annual Meeting		16

Cautionary Note Regarding Forward-Looking Statements		24


	Election of Directors	26

Director Nominees		27
Skills and Qualifications for Director Nominees		29
Director Dashboard		30
Board Leadership Policy		30
Director Independence		31
Biographical Information: Director Nominees		32
Procedures if a Nominee is Not Re-Elected		42
Consideration of Director Candidates		42
Stockholder Recommendations for Director Nominations		43

Corporate Governance		45
Stockholder Structure		45
Board Structure		46
Committees of the Board		47
Director Engagement		52
Key Areas of Board Oversight		55
Oversight of Risk Management		55
Stockholder Engagement		57
Delivering on Our Mission		58
Other Governance Policies and Practices		59
Director Compensation		61
Director Stock Ownership Guidelines		64



	Advisory Vote to Approve the Compensation of Our Named Executive Officers	66
Executive Officers		68

Executive Compensation		70
Compensation Discussion and Analysis		70
People and Compensation Committee Report		80
Compensation Tables		81
CEO Pay Ratio		93
Pay Versus Performance		94


	Ratification of Appointment of Independent Registered Public Accounting Firm	100

Overview		101
Audit and Non-Audit Fees		101
Audit Committee Report		102

Other Matters		103

Beneficial Ownership of Principal Stockholders and Management		103
Equity Compensation Plan Information		106
Voting Agreements		107
Related Person Transaction Policy		108
Transactions with Related Persons		108
Legal Proceedings Involving Directors and Executive Officers		110
No Incorporation by Reference		111
Annual Report to Stockholders		111
Other Business		111

Appendix		112


						What is a Proxy Statement


			A proxy statement is a document containing information that public companies are required to share with investors before stockholder meetings. This can include information about the company’s board, directors, governance practices, executive compensation, items up for stockholder vote (like stockholder proposals), and voting recommendations from the company’s board.


Please Vote in Advance			You are urged to vote on the proposals ahead of the meeting by following the instructions in the notice you received regarding the meeting.


Pre-Registration Is Required in Order to Attend and Vote During the Meeting			To attend and vote during the annual meeting, you must register in advance by following the instructions in the notice you received regarding the meeting. If you have any trouble registering, you can find more information at www.proxydocs.com/HOOD. Upon registering, you will receive further instructions via email, including a unique link that will allow you to access a voting-enabled version of the meeting platform.


Attending as a Guest			The meeting is open to the public and may be viewed live as a guest. You can find information on how to attend as a guest in the notice you received regarding the meeting at www.proxydocs.com/HOOD. Registration takes only a minute and will be open until the meeting begins. Upon registering, you will receive further instructions via email, including a unique link that will allow you to access the meeting. Guests will not be able to vote or participate in the meeting.


Submitting and Upvoting Questions in Advance			Stockholders may submit and upvote questions to the Company ahead of the meeting using the Q&A platform developed by Say Technologies (“Say”). You may visit app.saytechnologies.com/robinhood-2025-annual to submit and upvote questions (or you may do so directly in your brokerage’s investing app, if supported). The Q&A platform will be open to submit and upvote questions starting June 18, 2025, at 5:00 p.m. Eastern time. Stockholders will be able to submit and upvote questions until June 24, 2025, at 5:00 p.m. Eastern time. We will address a selection of the most upvoted questions during the meeting.


Replay			A replay of the meeting will be available for at least two weeks following the meeting on our Investor Relations website at investors.robinhood.com.


						What is an Annual Meeting


			At least once a year, public companies with voting stock are required to hold a meeting to give stockholders an opportunity to vote on important matters and ask questions to management.



Brokerage			Investing: We offer U.S. listed stocks and exchange-traded funds (“ETFs”), as well as related options and select American Depositary Receipts. Options Trading: Subject to approval from Robinhood, customers can access basic options strategies (Level 2), which permits buying calls and puts and selling covered calls and puts, or more advanced options strategies (Level 3), which permits fixed-risk spreads (such as credit spreads and iron condors) and other advanced trading strategies, depending on their individually disclosed preparedness. Retirement: We are making it easy and accessible to start saving for retirement through a traditional individual Retirement Account (“IRA”) or Roth IRA and are expanding options for the growing population of freelance and gig workers without access to employer-based matching programs. Robinhood Retirement provides a 1% match for customers and 3% match for Gold subscribers (other fees and match limitations may apply) on every eligible contribution with no traditional employer necessary, zero commissions, or account minimums. 24 Hour Market: With over 900 symbols available to trade on 24 Hour Market as of April 10, 2025, customers can invest when they want, on their schedule. Customers can place limit orders to buy whole shares of the most traded ETFs and individual stocks 24 hours a day, five days a week. Trading hours run from 8:00 p.m. Eastern time on Sunday to 8:00 p.m. Eastern time on Friday. UK: Robinhood is now available in the United Kingdom on the web, iOS and Android devices. UK customers have access to more than 5,000 global companies listed on US markets to trade without foreign exchange (“FX”) fees, 24 hours a day and five days a week with no account minimums. They also have access to real-time data and advanced investment tools in-app, educational tools and resources, 24/7 customer support and the opportunity to earn 4% annual equivalent rate on their uninvested cash.



Crypto			Cryptocurrency Trading: We offer 26 different cryptocurrencies (including one stablecoin) for trading as of April 10, 2025. Recurring Crypto Investments: Customers can regularly buy cryptocurrencies with as little as $1, on a daily, weekly, biweekly, or monthly schedule of their choice. Robinhood Connect: Developers can embed this fiat-to-crypto on-ramp tool directly into their decentralized applications, and customers can fund Web3 wallets without the need to leave decentralized applications, or dApps. Robinhood Crypto Trading API: Our most seasoned crypto traders can use this API to set up advanced and automated trading strategies that allow them to stay ahead of market trends, react to significant market movements, or simply trade crypto, all without needing to open the Robinhood app. Cryptocurrency Trading: We offer a safe and secure platform where customers can trade top crypto in select jurisdictions in the European Union (“EU”). As of April 10, 2025, eligible customers can buy, sell, and hold 40+ crypto with ease and confidence. Staking: We offer staking exclusively for EU customers on selected cryptocurrencies. Staking allows customers to earn rewards by locking up the cryptocurrencies, subject to the network and cryptocurrency’s requirements and bonding periods. In 2024, we also made Crypto Transfers available in the EU, giving EU customers greater flexibility and control over their digital assets.


Robinhood Gold			Robinhood Gold: Our paid subscription service ($5/month or $50/year) offers customers a suite of powerful tools, data, and features designed to take their investing to the next level. With Gold, as of April 10, 2025, customers get 4% annual percentage yield on their uninvested brokerage cash, a 3% match on eligible IRA contributions, bigger instant deposits, professional research from Morningstar, Level II market data from Nasdaq, interest-free borrowing on the first $1,000 of margin, and more. Gold members also get a yearly $250 cap on their 0.25% annual management fee for Robinhood Strategies accounts, meaning every dollar over $100,000 is managed free of incremental fees.


Robinhood Credit			Robinhood Gold Card: Exclusively for qualified Gold subscribers, the Robinhood Gold Visa® Credit Card has no annual fees, no foreign transaction fees, and offers up to 3% cash back on all categories. Cardholders earn up to 5% cash back on travel booked through the Robinhood travel portal, in addition to other perks. Robinhood Gold Card is offered by Robinhood Credit, Inc., and is issued by Coastal Community Bank, pursuant to a license from Visa U.S.A. Inc. Robinhood Credit, Inc. (“RCT”), is a financial technology company, not a bank. Must have Robinhood Financial brokerage account to redeem cash back. See Robinhood Gold Card Rewards Program Rules for details. Rewards program terms are subject to change.



Robinhood Spending Account			Robinhood Cash Card and Spending Account: Customers can spend with a cash card and opt into additional features like round ups. Early Access to Paychecks: Customers can set up direct deposit and depending on the payer’s submission of deposits, customers may receive their paycheck up to two days early. No Hidden Fees: Spending the Robinhood way with no monthly fees, no subscription fees, and no account minimum fees. Other fees may apply.


Robinhood Wallet			Robinhood Wallet: We offer a self-custody, web3 wallet in over 150 countries that allows customers to deposit and withdraw cryptocurrencies to and from their wallets. This is just the beginning for Robinhood Wallet, and we will keep adding new features as we gather feedback from customers.


Derivatives			Futures: We support futures trading, letting customers trade the S&P 500, oil, Bitcoin, and more, all with one tap. Futures are available to trade nearly 24 hours a day, with some of the lowest fees in the industry and an elegant mobile user interface that allows customers to trade simply, quickly, and efficiently. Prediction Markets: We offer a prediction markets hub directly within the Robinhood app, giving customers the opportunity to trade on the outcomes of some of the world’s biggest events. The prediction markets hub is currently available through KalshiEX LLC, a Commodity Futures Trading Commission—regulated exchange. Sports event contracts in the prediction markets hub may not be available in some U.S. states.


Wealth Management			Robinhood Strategies: We deliver tailored, expert-managed individual and retirement portfolios directly in the Robinhood app. The team behind Robinhood Strategies is guided by a collective 50+ years of Wall Street experience managing both institutional and high net worth clients. With Robinhood Strategies, customers get: a low 0.25% annual management fee for all customers with a yearly cap of only $250 for Robinhood Gold members; access to a diversified mix of both single stocks and ETFs; an interactive portfolio that shows performance over time and overall asset allocation; timely market and portfolio insights, delivered in-app in writing and via audio recording; simulated future returns using Monte Carlo simulations; the freedom to restrict a select number of stocks to help keep their portfolio aligned with their preferences; help managing gains and losses; and more. TradePMR: Robinhood also recently finalized the acquisition of TradePMR, a custodial and portfolio management platform for Registered Investment Advisors (“RIAs”). With over 25 years in the industry and over $40 billion in assets under administration, we believe TradePMR will enhance Robinhood’s offering for customers by delivering a top-ranked RIA custody and portfolio management platform that connects financial advisors to a new generation of investors. Robinhood’s goal is to provide a suite of wealth management solutions to help customers wherever they are on their financial journey.


	2023	2024


Funded Customers	23.4M	25.2M


Assets Under Custody	$103B	$193B


Net Deposits	$17.1B	$50.5B


Total Net Revenues	$1.87B	$2.95B


						What is proxy voting


			Voting by proxy allows you to cast your vote before the stockholder meeting without attending the meeting in person or online. You make your vote elections, and the designated proxy voters are responsible for casting your vote at the meeting.


						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.


18			Robinhood Questions and Answers about Our Proxy Materials and the Annual Meeting


Our mission is to democratize finance for all.


Proxy Statement Table of Contents			3


Proxy Statement Table of Contents


24			Robinhood Cautionary Note Regarding Forward-Looking Statements


						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.



			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.



			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.



			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.



			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.



			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.



			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.


						What is corporate governance?


			Corporate governance is the system by which companies are directed and controlled, with ultimate oversight by the board of directors. The CEO reports to the board, and board members are responsible to stockholders through the voting process.


						What is a Lead Independent Director and why does Robinhood have one?


			Because the Chair of our Board, Vladimir Tenev, is our CEO and, therefore, not an “independent” director, our independent directors have elected a “Lead Independent Director” to ensure effective independent oversight of management. Although Mr. Tenev’s combined CEO/Chair role provides strong leadership and strategic vision, among other things, our Board believes that our leadership structure is strengthened and empowered with a Lead Independent Director as well.


Audit			The Audit Committee;
NomGov			The Nominating and Corporate Governance Committee;


People			The People and Compensation Committee; and
Safety			The Safety, Risk and Regulatory Committee.


						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.


						Why does a board have committees?


			The board delegates oversight of certain matters to smaller groups of directors so that appropriate attention and focus can be given to important subjects, like financial reporting, compensation, director nominations, and risk oversight.



The Board has determined that each member of the Audit Committee is an independent director within the meaning of applicable SEC rules and Nasdaq listing standards. The Audit 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 Audit Committee’s responsibilities include oversight of, among other matters: •The qualifications, independence, and performance of the independent registered public accounting firm •The performance of the Internal Audit function •The integrity of the Company’s financial statements and its accounting and financial reporting processes •The effectiveness of the Company’s internal control over financial reporting •The Company’s processes and procedures relating to assessment and management of financial, disclosure, and reporting risks •Related person transactions The Board has determined that each of Ms. Loop and Mr. Zoellick qualifies as an “audit committee financial expert” within the meaning of SEC rules and a financially sophisticated audit committee member pursuant to Nasdaq listing standards. Each member of our audit committee can read and understand fundamental consolidated financial statements, in accordance with applicable requirements, and no member of the Audit Committee has participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years.			RECENT KEY AREAS OF FOCUS •Reviewed annual and quarterly financial reports, including critical audit matters, and earnings releases •Oversaw compliance with the SEC’s rules that implement Section 404 of the Sarbanes-Oxley Act with respect to management’s report on the effectiveness of our internal control over financial reporting and our independent registered public accounting firm’s attestation as to the effectiveness of our internal control over financial reporting •Reviewed updates to the Company’s accounting policies to address required changes in US generally accepted accounting principles (“GAAP”) •Reviewed reports from the independent registered public accounting firm and Internal Audit function •Obtained and discussed results of the Audit Committee’s annual performance assessment •Met periodically with management, the Head of Internal Audit, and the independent registered public accounting firm in separate executive sessions •Received updates on whistleblower reports within the Committee’s scope of review •Reviewed accounting implications in connection with acquiring and integrating a new business •Reviewed related person transaction matters



Nominating and Corporate Governance Committee			Meetings in 2024: 4



The Board has determined that each member of the NomGov Committee is an independent director within the meaning of applicable SEC rules and Nasdaq listing standards. The NomGov 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 NomGov Committee’s responsibilities include, among other matters: •Recommending to the Board candidates for director to be nominated by our Board and submitted to a stockholder vote at the annual meeting of stockholders •Recommending to the Board (i) the criteria for selection of directors and (ii) strategies for Board refreshment and director succession planning •Making recommendations to our Board with respect to director independence, including overseeing our Board’s annual evaluation of the independence of each director •Overseeing the annual self-assessment of our Board and its committees, overseeing periodic assessments of the individual directors, and reviewing the results of all such assessments •Overseeing management’s strategy and reporting efforts with respect to ESG matters, including general oversight of (i) any ESG, corporate social responsibility, or sustainability report, (ii) ESG ratings of the Company, and (iii) environmental and governance risks facing the Company •Recommending to our Board corporate governance principles applicable to the Company, and annually reviewing and making appropriate recommendations to our Board for revisions to our Corporate Governance Guidelines			RECENT KEY AREAS OF FOCUS •Oversaw the Board’s recruitment processes (including interviewing and recommending potential director candidates) and director onboarding program •Reviewed Board member independence and skills and qualifications to serve on committees •Reviewed Board composition, committee membership, and leadership appointment •Reviewed disclosure regarding the Company’s corporate governance practices •Reviewed matters regarding the Company’s annual meeting of stockholders and received updates on proxy season trends •Oversaw and received quarterly updates with respect to the Company’s ESG strategy and reporting efforts, including the Company’s annual ESG Report and ESG ratings •Oversaw stockholder engagement program •Oversaw the annual self-assessment process for the Board and its committees and discussed action items to address the results of those self-assessments •Obtained and discussed results of the NomGov Committee’s annual performance assessment •Reviewed the Corporate Governance Guidelines and NomGov Committee Charter •Reviewed trends and regulatory developments in corporate governance



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



The Board has determined that each member of the Safety Committee is an independent director within the meaning of applicable SEC rules and Nasdaq listing standards. The Safety 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 Safety Committee’s responsibilities include, among other matters: •Reviewing and discussing with management our significant financial, strategic, operational, and compliance risk exposures, trends in our major risk concentrations, and the steps management has taken to assess, monitor, and manage such risk exposures, trends, and concentrations •Reviewing on a periodic basis our enterprise risk management process, and the measures implemented by management to help identify, assess, manage, monitor, and mitigate material risks •Reviewing management’s exercise of its responsibility to identify, assess, manage, monitor, and mitigate material risks (other than with respect to those risks explicitly delegated to another committee or reserved by the full Board), including risks relating to AI, cybersecurity and data privacy, and liquidity and capital adequacy •Periodically reviewing our enterprise-wide compliance program and its financial crimes framework policies, including reports from management regarding overall effectiveness of and ongoing enhancements to, those programs and policies, as appropriate •Reviewing and discussing compliance risks, the level of compliance risk, management actions on significant compliance matters and reports concerning our compliance with applicable laws and regulations			RECENT KEY AREAS OF FOCUS •Oversaw the Company’s security and privacy measures, including cybersecurity and safety goals •Reviewed, on a quarterly basis, the Company’s top risks, including efforts to manage such risks •Reviewed the Company’s enterprise risk management program •Reviewed the Company’s enterprise-wide compliance program •Reviewed and approved revisions to the Company’s Confidential Information and Insider Trading Policy •Reviewed and recommended to the Board revisions to the Safety Committee charter •Obtained and discussed results of the Safety Committee’s annual performance assessment •Reviewed and approved revisions to the Company’s Code of Conduct


						What are executive sessions?


			These are closed meetings that only our independent directors attend. The purpose is for these directors to meet privately, without management, to encourage and enhance communication among independent directors and to discuss any potentially sensitive matters.