Robinhood Markets, Inc DEF 14A, filed Apr 26, 2024

Robinhood Markets, Inc. (HOOD)

DEF 14A 2024-04-26 For: 2024-04-26

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Added on June 12, 2026

About this DEF 14A

Robinhood Markets, Inc filed this DEF 14A on April 26, 2024.

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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	3	Executive Compensation	72
		Compensation Discussion and Analysis	72
Notice of Annual Meeting of Stockholders	6	People and Compensation Committee Report	82
Highlights	8	Compensation Tables	83
Proxy Summary	12	CEO Pay Ratio	94
Proposal 1 — Election of Directors	13	Pay Versus Performance	95
Proposal 2 — Advisory Vote to Approve the Compensation of O ur Named Executive Officers	14
		Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm	99
Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm	16

Questions and Answers about Our Proxy Materials and the Annual Meeting	17	Overview	100
		Audit and Non-Audit Fees	100
Cautionary Note Regarding Forward-Looking Statements	24	Audit Committee Report	101
		Other Matters	102

Proposal 1 — Election of Directors	26	Beneficial Ownership of Principal Stockholders and Management	102
Director Nominees	27
Overview of Current Board	29	Equity Compensation Plan Information	106
Dashboard for Current Directors	29	Voting Agreements	107
Skills and Qualifications for Current Directors	30	Related Person Transaction Policy	108
Board Diversity Policy	31	Transactions with Related Persons	108
Director Independence	32	Legal Proceedings Involving Directors and Executive Officers	110
Biographical Information: Current Directors	33
Procedures if a Nominee is N ot Re-E lected	42	No Incorporation by Reference	110
Consideration of Director Candidates	42	Annual Report to Stockholders	110
Stockholder Recommendations for Director Nominations	43	Other Business	110
		Appendix	111

Corporate Governance	45
Stockholder Structure	45
Board Structure	45
Committees of the Board	47
Director Engagement	52
Key Areas of Board Oversight	55
Stockholder Engagement	58
Human Capital Management	59
Environmental, Social, and Governance	60
Other Governance Policies and Practices	62
Director Compensation	64
Director Stock Ownership Guidelines	66

Proposal 2 — Advisory V ote to Approve the Compensation of O ur Named Executive Officers	68


Executive Officers	70


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.


2024 Notice of Annual Meeting of Stockholders and Proxy Statement



Over the next 10 years, our vision is to become the most trusted, lowest cost, and most culturally relevant money app worldwide. As we progress toward this vision, we believe that more and more of our customers’ financial assets will be held at Robinhood, and more and more of their financial transactions will go through us as well.”


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-2024-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, 2024, at 2:00 p.m. Pacific time. Stockholders will be able to submit and upvote questions until June 25, 2024, at 2:00 p.m. Pacific time. We will address a selection of the most upvoted questions during the meeting.	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 mattersuestions to management.


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.



	2022	2023


Funded Customers	23.0M	23.4M


Assets Under Custody	$62B	$103B


Net Deposits	$18.4B	$17.1B


Total Net Revenues	$1,358M	$1,865M



Proposal			To elect to the Board of Directors the eight director nominees named in this proxy statement
1




Proposal			To approve, on an advisory basis, the compensation of the Company's named executive officers
2




Proposal			To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm
3


Proposal						Election of Directors
1						The Board recommends a vote FOR each nominee
						→ SEE PAGES 26-43 FOR MORE INFORMATION



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


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


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



Proposal						Ratification of Appointment of Independent Registered Public Accounting Firm
3
						The Board recommends a vote FOR this proposal.
						→ SEE PAGES 99-101 FOR MORE INFORMATION




Questions and Answers about Our Proxy Materials and the Annual Meeting


			the Class I directors are Paula Loop, Dara Treseder, and Robert Zoellick, and their terms will expire at this annual meeting;
			the Class II directors are Frances Frei, Meyer Malka, and Susan Segal, and their current terms will expire at this annual meeting; and
			the Class III directors are Baiju Bhatt, Jonathan Rubinstein, and Vladimir Tenev, and their terms will expire at this annual meeting.


•Presides over all meetings of the Board at which the Chair is not present, including any executive sessions of the independent directors; •Consults with the Chair to determine and approve schedules and agendas for the meetings of our Board; •Acts as liaison between the Chair and the independent directors and between our management and the independent directors; •May call special meetings of the Board in accordance with our Bylaws; and •Along with the Chair, serves as a point person for stockholders wishing to communicate with the Board. Our Board believes that a leadership structure with a strong and empowered Lead Independent Director provides effective independent oversight of management and an important independent leadership voice in the boardroom and beyond to partner with and challenge management when necessary to ensure strong accountability to our stockholders. Our Board’s independent directors also provide strong independent leadership for each of our standing committees. We believe that our current leadership structure, together with strong governance practices, creates a productive relationship between our Board and management, including strong independent oversight that benefits our stockholders. See “Oversight of Risk Management” on pages 55-56 for additional information regarding our Board’s role in risk oversight.


The Board has four standing committees, all of which were formed effective August 2, 2021, concurrently with the closing of our IPO:

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.


New Director Orientation						As new directors join the Board, the Company provides a high-touch, customizable orientation and onboarding experience. At the end of their orientation, new directors should: know key information about Robinhood’s business, vision, strategy, leaders, and organization; feel excited about joining the Board, welcomed, and supported as a new director, and well-informed about their responsibilities and duties as directors; and have access to resources, information, and contacts that will enable them to be effective in their role.
Continuing Education						The Company provides quarterly updates on continuing education opportunities and will reimburse Board members for the cost of any programs Board members attend.
Beyond the Boardroom						Throughout their service, our directors have discussions with each other and senior leadership of the Company outside of regularly scheduled Board and committee meetings in order to share ideas and perspectives, build relationships, and gain a deeper understanding of the Company’s business.



Enhancements made in response to Board and committee performance assessments



Enhancements made in response to our Board and committee performance assessment process over the years include: •Increased Board focus on the Company’s strategy, growth, brand, and key risks •Information and materials regularly provided to directors continue to evolve in order to provide timely updates in response to Board suggestions, and to allow for focus on key information and issues •Modification of meeting structure and cadence to enhance our Board’s ability to perform its oversight responsibilities and to promote Board engagement through a mix of in-person and virtual meetings •Prioritization of Board discussion so as to provide ample time during meetings for discussion, debate, and in-depth reviews, as well as continued use of executive sessions •Enhanced discussion about areas of emerging risk at Board and Safety Committee meetings, including in-depth reviews of key topics including cybersecurity risk, operational resilience, and risks arising from the economic environment •Providing third-party perspectives on the Company, peers, the industry, and the economy, and on stockholder and stakeholder feedback in Board and committee materials and presentations and through additional resources •More educational opportunities during regularly scheduled meetings, with an emphasis on topics requested by directors and current events and trends •More informal meetings between directors and key executives •Increased time for director-only gatherings •Commitment to diversity in Board searches


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


Management Responsible for day-to-day risk management processes, including through our Enterprise Risk Committee and functional owners’ interactions with employees, committee members, and Board members


Attracting Talent

Not only does Robinhood seek to promote financial inclusion through our products, we also seek to promote inclusion through our employees. We offer a wide range of benefits designed to ensure Hoodies are supported and that we attract and retain the best talent. We provide tools, opportunities, and support for career and personal growth, as well as ongoing Company initiatives to maintain strong employee engagement. At Robinhood, we actively work to develop an inclusive, equitable, and diverse culture of belonging.


Delivering on our Mission

Building for All of Our Customers
We are creating a modern financial services platform that’s accessible for all. Our mobile-first, intuitively designed app delivers an investing experience that is familiar and welcoming for those previously left out of markets. We’re focused on delivering our mission to democratize finance for all.	~1M+	New accounts that were funded and traded in 2023.
	~2M	Investment Accounts that were actively enrolled in Robinhood’s Fully Paid securities lending program as of December 31, 2023.
	17B+	Net deposits added by customers in 2023.

Access and Inclusion
We’re committed to opening doors to investing for a generation of more diverse investors by focusing on our customers' needs.	23M+	Robinhood Funded Customers (as of December 31, 2023).
	~50%	Percentage of Robinhood customers who started investing on Robinhood in Q4 2023 and self-identified as first-time investors.
	~1/3	Customers on the platform that are women.*

Education and Support
Offering educational resources is critical to advancing our mission. The more financial education people receive, the better equipped, and thus more empowered they will be to make personal investment decisions that meet their long-term goals. We’ve been expanding financial educational resources on the Robinhood Learn website for anyone to access as well as in-app education for our customers.	~7M	Number of web page views for educational articles on learn.robinhood.com in 2023.
	~40M	Snacks newsletter subscribers as of December 2023. Snacks provides easily digestible financial news.
	In-app education	Launched in April 2021, our in-app education modules put learning the basics of investing at your fingertips.


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


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


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


Name	Age	Position
Vladimir Tenev	37	Chair, Chief Executive Officer, and Co-Founder
Daniel Gallagher	51	Chief Legal, Compliance, and Corporate Affairs Officer
Jason Warnick	52	Chief Financial Officer
Steven Quirk	59	Chief Brokerage Officer



						Daniel Gallagher has been our Chief Legal, Compliance, and Corporate Affairs Officer since January 2022 and our Chief Legal Officer since May 2020, and was a member of our Board from October 2019 to April 2020. Mr. Gallagher served as a Commissioner of the SEC, from November 2011 to October 2015, and held several prior positions on the SEC staff from 2006 until being appointed as a Commissioner, including as co-acting Director of the Division of Trading and Markets from April 2009 to January 2010. Before joining Robinhood, Mr. Gallagher was a Partner and the Deputy Chair of the Securities Department at Wilmer Cutler Pickering Hale and Dorr LLP, a law firm, from September 2019 to May 2020; the Chief Legal Officer at Mylan N.V., a global pharmaceutical company, from April 2017 to May 2019; and the President of Patomak Global Advisors, a financial services consulting firm, from January 2016 to April 2017. Mr. Gallagher currently serves on the boards of the National Association of Corporate Directors, a non-profit, and Symbiont.io, Inc., a private developer of fintech applications using blockchain technology, as well as on the advisory board of Rally Rd., a private platform for trading equity shares in collectible assets. Previously he was a non-executive director of the Irish Stock Exchange, from February 2016 to March 2018. Mr. Gallagher holds a J.D. from The Catholic University of America, Columbus School of Law and a B.A. from Georgetown University.
Daniel Gallagher



						Jason Warnick has been our Chief Financial Officer since December 2018. Prior to joining Robinhood, Mr. Warnick worked at Amazon, an e-commerce company, from April 1999 to November 2018, most recently as Vice President, Finance from 2011 to 2018. At Amazon, Mr. Warnick served as chief of staff to the CFO and held a variety of responsibilities, including with respect to finance, investor relations, audit, enterprise risk, and benchmarking. Mr. Warnick holds a B.A. in Accounting from Western Washington University.
Jason Warnick


						Steven Quirk has been our Chief Brokerage Officer since January 2022. Prior to joining Robinhood, Mr. Quirk oversaw the strategy and deployment of initiatives for Trading at TD Ameritrade. He also served as a member of the company’s Senior Operating Committee, which shaped the strategic focus of the organization. Steve focused on teaching the next generation of investors and has championed the creation of the TD Ameritrade U program to bridge the gap between academia and reality. Prior to his role at TD Ameritrade, Mr. Quirk was responsible for the development of new trading tools and technology enhancements for the Thinkorswim, Inc. trading platform. Steve graduated from the University of Wisconsin with a BBA in Risk/Insurance and Marketing. He holds Series 3, 4, 7, and 24 licenses and is an active Board Member of Cara Collective.
Steven Quirk



			•Funded Customers grew by over 400 thousand to 23.4 million •Assets Under Custody (“AUC”) grew to $103 billion, partially driven by $17 billion of Net Deposits			•Record total net revenues of $1.87 billion •Achieved GAAP profitability in Q2 and Q4 •Delivered on an aggressive product roadmap across Brokerage, Crypto, and Money


Compensation Type			Key Features

Base Salary			Fixed level of compensation for expected day-to-day responsibilities. Adjustments are generally considered annually based on performance, scope of responsibility, time in role, experience, and competitive market.

Annual Cash Incentive			Variable incentive opportunity based on the achievement of pre-established financial and operating objectives.

Long-Term Incentives			Equity awards with multi-year vesting to reinforce the importance of long-term ownership, create alignment with our stockholders, and promote retention. Equity-based compensation is the most significant portion of compensation for our executive officers to reinforce our pay-for-performance culture and alignment with stockholders.


Executive	Annual Salary Rate (at Year End)				Annual Salary Rate (Decrease) Increase
	2023		2022
Vladimir Tenev	$	34,248	$	34,248	0	%
Jason Warnick	$	550,000	$	550,000	0	%
Baiju Bhatt	$	34,248	$	34,248	0	%
Daniel Gallagher	$	550,000	$	550,000	0	%
Steven Quirk	$	550,000	$	500,000	10	%
Gretchen Howard	$	550,000	$	550,000	0	%


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