DEF 14A 1 fscmix-robinhood2022proxy.htm 2022 PROXY STATEMENT Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the RegistrantFiled 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

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Robinhood Markets, Inc.
(Name of Registrant as Specified In Its Charter)

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







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2022
Notice of Annual
Meeting of
Stockholders and
Proxy Statement
 
 
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Our mission is
to
democratize
finance for all
.




Letter from Our Chairman
and Chief Executive Officer
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We ended 2021 with nearly
double the number of customers
on our platform from the year prior
and we achieved outstanding
growth in revenue.”
Dear fellow stockholders,
2021 was a momentous year for retail investors and for Robinhood. Retail investors participated in the stock market at record levels and made their voices heard. And our IPO in July launched us into the public markets, in support of our mission to democratize finance for all.
With a new generation of investors on our platform, last year we invested heavily to firm up our foundations and believe we put ourselves in a strong position for future growth. We strengthened our platform, leading to high service reliability and uptime. We introduced 24/7 live phone support and enhanced our educational materials. And we made key product developments, improved the customer experience, and further advanced our mission through our successful acquisition and integration of Say Technologies, which deepens our customers’ engagement with the companies in which they invest.
We ended 2021 with nearly double the number of customers on our platform from the year prior and we achieved outstanding growth in revenue. We're proud of the progress we've made for our customers over the past year and also recognize that they're facing a challenging financial climate, brought on by high inflation and uncertain markets. Over the next year, we'll work to build the products and services they need to continue navigating their financial journeys.
As we look to the future, we’ve laid out an ambitious roadmap focused on three core areas: being the best place to get started investing, helping first time investors grow into long-term investors, and continuing to serve advanced investors with the power and simplicity they need. We’re eager to progress our plans to create an ecosystem of financial products and services that will enable people across the world to become investors, and to deepen our
relationship with the over 22 million customers we already have.
Underpinning all our work and every decision we make are our core values: Safety First, Participation is Power, Radical Customer Focus, and First-Principles Thinking. Our ESG initiatives extend our mission and core values by focusing on consistent, transparent activities that let our stakeholders know we are building a company they can be proud to invest with. We were excited to publish our first ESG report closely following our IPO, and look forward to sharing the results of our first prioritization assessment and ESG priorities in our next update.
We recognize and appreciate the trust you’ve placed in Robinhood to execute on our mission and business priorities and we value your investment in our company. We hope you’ll engage with us through the Annual Meeting of Stockholders, whether that be through exercising your vote or asking questions through the Say platform. Since the early days of Robinhood, we’ve prioritized getting direct feedback on what we were building, and this time is no different: we want to hear what’s on your mind.
Thank you for believing in us and in our mission. We look forward to continuing to serve our customers and to building value for all of our stakeholders.
Sincerely,
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Vladimir Tenev
Chairman, Chief Executive Officer,
Co-Founder, and President
3



At Robinhood Markets, our values are in
service of our customers. We strive to
uphold our values every day.
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Safety First
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Participation
is Power
Robinhood is a
safety-first company
At Robinhood, the rich
don’t get a better deal
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Radical Customer
Focus
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First-Principles
Thinking
We exist to make our customers happyWe make bold bets and challenge the status quo



We believe the financial system should
be built to work for everyone. That’s why
we create products that let you invest
at your own pace, on your own terms.





4
Robinhood     2022 Proxy Statement


Proxy Statement
Table of Contents

Letter from Our Chairman and CEO
Legal Proceedings
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.
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5


Notice of Annual Meeting
of Stockholders
Robinhood’s 2022 annual meeting is called for the following purposes:Date and TimeJune 22, 2022 (Wednesday)
9:00 a.m. pacific time
 1
To elect to the Board of Directors the three Class I director nominees named in the attached proxy statement to serve until the 2024 annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification, or removal from officeLocation
Online – the meeting will be held via a live webcast. Visit www.proxydocs.com/HOOD for more details.
Who Can VoteStockholders of record as of the close of business on April 25, 2022 are entitled to vote at the annual meeting.
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Submit Questions
Submit and upvote questions at app.saytechnologies.com/ robinhood-2022-annual
(or in your brokerage's investing application, if supported).
2To approve, on an advisory basis, the frequency of future say-on-pay votes
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3To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 22, 2022. The proxy statement and the Company’s 2021 Annual Report to Stockholders are available electronically at www.proxydocs.com/HOOD.
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We will also transact such other business as may properly come before the annual meeting and any adjournment or postponement thereof.
These items of business, including information about the director nominees, are more fully described in the proxy statement accompanying this Notice.
The Board of Directors has set the close of business on April 25, 2022 as the record date for determining the stockholders entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof.
All stockholders are invited to attend and submit questions for the virtual annual meeting. For details on how to register and attend, please visit www.proxydocs.com/HOOD and enter the control number included in your Notice Regarding the Availability of Proxy Materials or in the instructions accompanying your proxy materials or on your proxy card if you received a paper copy of these materials. Our attendance requirements, voting procedures, and process for submitting questions are also described in more detail in the questions and answers section of the attached proxy statement.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the meeting, we ask that you please submit your proxy or voting instructions as promptly as possible to ensure your representation and the presence of a quorum at the annual meeting. If you submit your proxy or voting instructions and then decide to attend the annual meeting, you may still vote your shares at the virtual meeting by following the procedures described in the proxy statement, including the requirement to register in advance. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.
By Order of the Board of Directors,
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Christina Lai
Corporate Secretary, VP, and Deputy General Counsel
Menlo Park, California
May 2, 2022

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Robinhood     2022 Proxy Statement


How to Vote
1.Find your personal email, proxy card, voting instruction form, or notice.
     If you received an email notifying you that our proxy materials are available, you will need that email; if you received a printed notice of their availability or printed copies of our proxy materials in the mail, you will need the printed notice or printed proxy card or voting instruction form.
2. Choose a voting method.
On the Web By Telephone By Mail
Follow the link provided in your email or go to the website identified on your proxy card, voting instruction form, or printed notice
If necessary, enter the control number (from your email, notice, proxy card, or voting instruction form)
Follow the instructions
Telephone voting is available if you received printed proxy materials
Call the phone voting number (different stockholders use different numbers, find yours on your proxy card or voting instruction form)
Follow the recorded instructions
You can vote by mail if you received printed proxy materials
Mark your votes on your paper proxy card or voting instruction form
Sign, date, and return the proxy card or voting instruction form by mail using the enclosed envelope
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How do I Participate in the Annual Meeting?
Please Vote in AdvanceYou 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 Vote During the Meeting
To attend and vote during the annual meeting, you must register in advance 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. Go to www.proxydocs.com/HOOD to register as a guest. 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.
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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.
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. You may visit app.saytechnologies.com/robinhood-2022-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 15, 2022 at 2:00 p.m. pacific time. Stockholders will be able to submit and upvote questions until June 21, 2022 at 2:00 p.m. pacific 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

Notice of Annual Meeting of Stockholders
7


Highlights
Robinhood Markets is on a mission to democratize finance for all. We use technology to deliver a new way for people to interact with the financial system, providing products and educational tools to empower customers to invest at their own pace and on their own terms. We started with a revolutionary, bold brand and design, and the Robinhood app now makes investing approachable and accessible for millions. We pioneered commission-free stock trading with no account minimums—later adopted by the rest of our industry—and we have continued to introduce new products that further expand access to the financial system.
Our brokerage subsidiary,
Robinhood Financial LLC, offers:
Equities Investing: U.S. listed stocks and exchange-traded funds (“ETFs”), as well as related options and select American depositary receipts (“ADRs”).
Fractional Shares: With as little as $1, customers can invest in fractional shares of certain stocks and ETFs that would otherwise cost hundreds or thousands of dollars for a single share. Fractional shares can also help investors manage risk more conveniently and diversify their portfolios with smaller amounts of money.
Recurring Investments: Customers can automatically invest in stocks and ETFs on a schedule of their choosing, helping to make investing a habit and to build a portfolio for the long term.
Robinhood Gold: Our monthly paid subscription service that provides customers with premium features, such as enhanced instant access to deposits, professional research, Nasdaq Level II market data and, upon approval, access to margin investing.
Initial Public Offering (“IPO”) Access: Our IPO Access feature enables our customers to buy shares in participating IPOs at the IPO price, before trading begins on public exchanges. With IPO Access, our customers can participate with no account minimums.
Our crypto subsidiary,
Robinhood Crypto, LLC, offers:
Cryptocurrency Trading: Eleven different crypto-currencies are available for trading as of April 12, 2022. We charge no commissions or fees for crypto trades.
Crypto Wallets: Customers can transfer crypto into and out of their Robinhood crypto account in just a few taps.
Recurring Crypto Investments: Customers can regularly buy cryptocurrency with as little as $1, on a daily, weekly, biweekly, or monthly schedule of their choice.
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Our spending account subsidiary, Robinhood Money, LLC, offers:
Robinhood Cash Card and Spending Account: Lets customers spend with a debit card and opt into rewards that were once reserved for credit card holders, like round ups and bonuses.
Early Access to Paychecks: Customers can set up direct deposit and apply to get access to their paycheck up to two days early.
No Hidden Fees: Spending the Robinhood way with no monthly fees, no subscription fee, no in-network ATM fees, no overdraft fees, and no account minimum fees that cut into a customer’s subsequent investing activity.
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8
Robinhood     2022 Proxy Statement


Environmental, Social & Governance (“ESG”)
Our mission is to democratize finance for all—and the goal of our ESG program is to help build a company you can be proud to invest with. We were proud to launch our first ESG report within two months of becoming a public company to deliver on this goal. Every day, we work to build products that create a more equitable world—for our customers, employees, and society as a whole.
Delivering on Our Mission
Building for All of Our Customers: We are creating a modern financial services platform that’s easy to use. Systemic barriers to investing, like expensive commissions, minimum balance requirements, and complicated, jargon-filled paperwork have dissuaded millions of people from feeling welcome or able to participate. Robinhood has set out to change this.
Access and Inclusion: We’re committed to creating an equitable platform for everyone—many of whom have been historically underserved by capital markets.
Education and Support: We believe access to easy-to-understand investment information and education is fundamental to expanding participation in the U.S. financial system. And we are committed to continuously improving our support functions as we scale. That’s why we launched 24/7 live phone support, giving customers the ability to get phone support at any time and on any topic.
Governing Responsibly
Governance: Robust governance and risk oversight systems ensure that we operate ethically and serve our stakeholders responsibly. We have expanded our Board of Directors (“Board”) to include six new independent directors in 2021 and 2022, including three prior to our IPO and three after completion of our IPO. Starting with our 2024 annual meeting, all directors will be elected on an annual basis. We are committed to having a Board that is diverse across professional and personal characteristics; see pages 30-31 for details on the diversity of our Board and our Board diversity policy. The Nominating and Corporate Governance Committee of the Board oversees ESG disclosures and advises on strategy and related policies.
Operating Sustainably
Environment: We assessed our first greenhouse gas emissions (GHG) footprint, based on our 2019 fiscal year. From here, we’ll develop and set goals for an emissions reduction strategy, take actions to address our impact, and continue reporting on our impact and progress.


Human Capital Management (“HCM”)
Our HCM program seeks to champion a culture that is open and honest. Building a diverse, equitable, and inclusive environment internally is a priority at Robinhood and we continue to invest in recruiting and fostering diverse talent, supporting our employees and advocating on issues important to them. We offer a wide range of benefits designed to attract the best talent and to ensure Robinhood employees are taken care of both in and outside of work.
We’re proud to be recognized as a great
place to work by the following organizations:
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Highlights
9


2021 Financial and
Operational Performance
20202021
Net Cumulative
Funded Accounts
12.5M
22.7M
Monthly Active
Users
11.7M
17.3M
Assets Under
Custody
$63B
$98B
Total Net
Revenues
$959M
$1,815M
Cash and Cash
Equivalents
$1.4B
$6.3B





Please see the Appendix in this proxy statement for definitions and additional information.
10
Robinhood     2022 Proxy Statement


Customer
Commitments
At Robinhood, we pride ourselves on our radical customer focus and are committed to delivering an industry leading customer experience. In 2020, we launched our customer commitments to provide clarity on what the people we serve can expect from Robinhood. They are as follows:






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No Commission Fees
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Extra Protection
We believe that everyone should have equal access to financial markets. We pioneered commission-free stock trading with no account minimums.
Note: Trades of stocks, ETFs and options are commission-free at Robinhood Financial LLC. Other fees may apply. Please see Robinhood Financial’s Fee Schedule to learn more.
Robinhood Financial LLC and Robinhood Securities, LLC are members of Securities Investor Protection Corporation (“SIPC”) and we provide our brokerage customers with additional “excess of SIPC” coverage. Robinhood Money, LLC products are not subject to SIPC coverage but funds held in the new Robinhood Money spending account and Robinhood Cash Card account may be eligible for FDIC pass-through insurance. In addition, our existing Cash Management product places customer cash with FDIC-insured banks.
Note: Like SIPC coverage, the “excess of SIPC” policy does not protect against a loss in market value.
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Highest Security Standards
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Dedicated Support
We are committed to keeping our customers’ accounts safe. We offer security tools and educate our customers to help them practice safe cybersecurity habits.We aim to respond to our customers as quickly as possible to resolve issues swiftly and will continue to invest in expanding our customer support functions.
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Transparency
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Quality Execution
We aim to operate a transparent business model. Our website outlines how we make money and we will continue to keep our customers informed about how we generate revenue.We perform regular and rigorous reviews of the execution quality our customers receive from our securities market makers, including the execution price, speed, and price improvement.
Highlights
11


Proxy
Summary
This summary highlights information contained elsewhere in the proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.
Voting Roadmap
Proposal
To elect to the Board of Directors the three
director nominees named in this proxy statement
1
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Proposal
2
To approve, on an advisory basis, the frequency of future say-on-pay votes
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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 then the designated proxy voters are responsible for casting your vote at the meeting.
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Proposal
To ratify the appointment of Ernst & Young LLP
as the Company’s independent registered
public accounting firm
3
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Robinhood     2022 Proxy Statement


Proposal
Election of Directors
1
The Board recommends a vote FOR each nominee
SEE PAGES 27-43 FOR MORE INFORMATION
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Nominees and Continuing Directors
Name and Principal Occupation
Age
Director Since
Independent
Committee Membership
ANCGPCSRR
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Paula Loop
602021
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CHAIR
Retired Partner,
PricewaterhouseCoopers LLP
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Dara Treseder
332021
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SVP, Head of Global Marketing & Communications, Peloton Interactive, Inc.
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Robert Zoellick
682021
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CHAIR
Former Chairman of the Board,
AllianceBernstein Holding L.P.
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Baiju Bhatt
372013
Co-Founder & Chief Creative Officer, Robinhood
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Frances Frei
582021
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Professor and Author,
Harvard Business School
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Meyer Malka472022
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Founder and Managing Partner,
Ribbit Capital
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Jonathan Rubinstein
652021
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LEAD
CHAIR
Lead Director,
Amazon.com, Inc.
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Scott Sandell572016
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CHAIR
Managing General Partner,
New Enterprise Associates
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Vladimir Tenev352013
Chairman of the Board, Co-Founder, Chief Executive Officer & President, Robinhood

LEADLead Independent DirectorCHAIRCommittee ChairAAuditPCPeople and
Compensation
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Independent DirectorCommittee MemberNCG
Nominating and
Corporate Governance
SRRSafety, Risk
and Regulatory
Proxy Summary
13


Director Dashboard
Independence
Tenure
Age
Diversity
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Director Skills and Qualifications
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Regulatory
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2
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Risk Management
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3
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Marketing
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4
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Technology Infrastructure
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5
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Finance
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4
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Business Operations and Strategy
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9
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Executive Leadership
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5
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Academia/Education
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2
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Financial Services and Fintech
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5
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Corporate Governance
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3
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Human Capital Management
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3
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Government and Public Policy
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1
For more information on each of these skills and qualifications, see page 30.
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Robinhood     2022 Proxy Statement


Governance Highlights
Appointed Six New Directors. We added to the considerable experience of our Board through the addition of six new independent directors in 2021 and 2022, including three prior to our IPO and three after completing our IPO.
Classified Board Automatically Sunsets. Starting with our 2024 annual meeting, all directors will be elected on an annual basis.
Designated a Lead Independent Director. The independent directors elected Jonathan Rubinstein to be the “Lead Independent Director” who liaises with our Chair and provides independent leadership of the Board.
Director Voting Standard. We adopted a majority voting standard for director elections.
Independent Committees. We have four standing Committees of the Board of Directors, each comprising independent directors. In addition to our three “standard” committees (Audit, People and Compensation, and Nominating and Corporate Governance), we also established a Safety, Risk and Regulatory Committee to oversee our enterprise risk management program and our ethics and regulatory compliance programs arising from the fact that we operate in a heavily regulated industry.
Executive Sessions. Our independent directors regularly meet in executive sessions during Board and Committee meetings.
ESG Report. Within two months of our IPO, we published our first ESG report and we intend to build upon it annually, including new Inclusion, Equity and Belonging (“IEB”) and carbon footprint disclosures in 2022.
Retail Engagement. We promote engagement of retail investors not just with Robinhood but with all issuers through our acquisition of Say Technologies and our use of the Say platform to invite retail investor questions on quarterly earnings calls, including ours.

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Proxy Summary
15


ProposalAdvisory Vote on the Frequency of Future
Say-on-Pay Votes
2
The Board recommends a vote for ONE YEAR as the frequency for future say-on-pay votes.
SEE PAGE 91 FOR MORE INFORMATION
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Executive Compensation Principles
We operate in a highly competitive and rapidly changing market environment. We believe that for us to be successful, we must be able to hire and retain talented and dynamic executives who can drive growth in our business, foster industry leadership, and create an inclusive and innovative environment while aligning with the long-term interests of our stakeholders. The guiding principles underpinning our compensation program design and decisions are:
PAY FOR PERFORMANCEMARKET COMPETITIVECLARITY AND SIMPLICITYFOCUS ON OWNERSHIP
weight the largest portion of compensation in the form of long-term incentives to support the achievement of Company objectives and enhance the linkage between executive and stockholder interests.ensure our compensation programs are competitive to market to enable us to attract and retain diverse, talented and experienced executives who can deliver successful business performance and drive long-term stockholder value.design compensation programs and practices that are easily understood and that encourage our employees to focus on achieving key business objectives.incentivize long-term entrepreneurial thinking so our employees and executives will act like owners.
These same principles, including a focus on ownership and alignment of incentives, are also applied across our broader employee population.
2021 Executive Compensation: Laying a Foundation for Growth
In 2021, prior to our IPO, the Board in place at the time established compensation for our Co-Founders that is long-term oriented and designed to incentivize significant long-term stock-price growth, directly aligning their interests with those of our stockholders as we entered the public markets. This compensation structure places a significant portion at risk and linked to the value of our stock over the next seven-year period. Specifically, 99.7 percent of each Co-Founder’s reported compensation for 2021 was incentive-based. Our executive compensation principles also shaped compensation for our other Named Executive Officers (“NEOs”), with 59.5 percent of non-founder NEO compensation, on average, being incentive-based. Our long-term oriented structure is paired with best practices including stock ownership guidelines and a robust clawback policy.
More information on our compensation principles, our 2021 compensation decisions, and our approach to executive compensation going forward as a public company can be found in our Compensation Discussion and Analysis on page 62.

ProposalRatification of Appointment of Independent Registered Public Accounting Firm
3
The Board recommends a vote FOR this proposal.
SEE PAGES 93-95 FOR MORE INFORMATION
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16
Robinhood     2022 Proxy Statement


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Questions and Answers
about Our Proxy Materials
and the Annual Meeting




Why am I receiving these materials?
Because you are a stockholder of Robinhood Markets, Inc. (“Robinhood,” the “Company,” “we,” or “us”).
As a Robinhood stockholder as of the close of business on April 25, 2022, you are invited to attend the annual meeting, and you are entitled to (and please do) vote your shares on the proposals described in this proxy statement. Robinhood’s proxy materials include this proxy statement and our 2021 Annual Report. Robinhood’s Board is providing these proxy materials to you in connection with Robinhood’s 2022 annual meeting of stockholders, which will take place on June 22, 2022.
Our proxy materials are also available online at www.proxydocs.com/HOOD.
Why did I receive a notice regarding the internet availability of proxy materials instead of a full set of proxy materials?
We are pleased to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to our stockholders over the internet. As a result, we are mailing to most of our stockholders a brief notice of internet availability of proxy materials (the “Notice of Internet Availability”) instead of a paper copy of the proxy materials. The Notice of Internet Availability contains instructions on how to access those documents over the internet and how to submit your proxy via the internet. This approach conserves natural resources and reduces our distribution costs, while providing a timely and convenient method of accessing the materials and voting. As a result, most stockholders will not receive printed copies of the proxy materials unless they request them. If you would like to receive a paper or email copy of the Company’s proxy materials, you should follow the instructions for requesting such materials in the Notice of Internet Availability. The Notice of Internet Availability is not itself a proxy card and should not be returned with voting instructions.
What information is contained in Robinhood’s proxy materials?
This proxy statement includes a letter to stockholders from our chief executive officer (“CEO”) and describes the proposals to be voted on at the annual meeting, the voting process, the compensation of our directors and named executive officers, and other required information.
Robinhood’s 2021 Annual Report includes our most recent SEC Form 10-K with our audited financial statements, management’s discussion and analysis of financial condition and results of operations, risk factors, and other required information.
If you received the Notice of Internet Availability, voting instructions can be found in the Notice of Internet Availability. If you received a paper copy of these materials, the mailing also included an accompanying proxy card or voting instruction form for the annual meeting.
What proposals will be voted on at the annual meeting?
Stockholders will vote on three proposals at the annual meeting:
Election to the Board of the three Class I director nominees named in this proxy statement (Proposal 1);
Advisory vote to approve the frequency of future say-on-pay votes (Proposal 2); this type of timing proposal is known as a “Say-on-Frequency” vote; and
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 3).
We will also consider any other business that properly comes before the annual meeting and any adjournment or postponement thereof. For more information on what a “say-on-pay” vote is, see “Why is there no say-on-pay vote this year?” below.
How does the Board recommend I vote on these proposals?
Robinhood’s Board recommends that you vote your shares:
“FOR” election to the Board of each of the Board’s three director nominees named in this proxy statement (Proposal 1);
“ONE YEAR” as the frequency for future say-on-pay votes (Proposal 2); and
“FOR” ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm (Proposal 3).



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18
Robinhood     2022 Proxy Statement


Why is there no say-on-pay vote this year?
Because we were a newly public, emerging growth company in 2021, we are eligible for a transition period prior to holding a so-called “say-on-pay” vote. Starting no later than the third anniversary of our IPO, we will be required to provide our stockholders with the opportunity to cast a non-binding, advisory vote to approve the compensation of our named executive officers as disclosed in the proxy statement. That type of proposal is called a “Say-on-Pay” vote.
As mentioned above, stockholders will have an opportunity this year to advise the Board regarding the frequency with which we should hold future Say-on-Pay votes. We are recommending to stockholders that, commencing after our first Say-on-Pay vote, we hold Say-on-Pay votes every year. As mentioned above, this type of timing proposal is called a “Say-on-Frequency” vote. See “Proposal 2” for more information.
Who is entitled to vote?
Stockholders of record as of the close of business on April 25, 2022, the record date, are entitled to notice of and to vote at the annual meeting.
How many shares can vote?
At the close of business on the record date, 743,853,847 shares of Class A common stock and 127,955,246 shares of Class B common stock were outstanding and entitled to vote. The holders of our Class A common stock and Class B common stock vote together as a single class, unless otherwise required by our Amended and Restated Certificate of Incorporation (our “Charter”) or applicable law. We have no other class of stock outstanding.
What shares can I vote?
You may vote all shares of Robinhood common stock owned by you as of the close of business on the record date of April 25, 2022.
With respect to each director standing for election and each of proposals two and three:
Holders of our Class A common stock may cast one vote per share of Class A common stock that you held as of the close of business on the record date. Class A common stock is the class of our stock that is traded on Nasdaq.
Holders of our Class B common stock may cast ten votes per share of Class B common stock that they held as of the close of business on the record date. Class B common stock is held exclusively by Mr. Tenev and Mr. Bhatt (our “Founders”) and their related entities.

A list of stockholders of record entitled to vote at the annual meeting will be available for examination by any stockholder during ordinary business hours at Robinhood’s offices at 85 Willow Road, Menlo Park, California 94025 for a period of at least 10 days prior to the annual meeting. During the whole time of the meeting, the list will also be open to examination by any logged-in stockholder who pre-registered for the meeting (the list will not be available to persons admitted to the meeting as guests).
What is the difference between a “beneficial owner” and a “stockholder of record”?
Whether you are a “beneficial owner” or a “stockholder of record” depends on how you hold your shares:
Beneficial owners. Most stockholders of Robinhood hold their shares through a broker, bank, or other nominee (that is, in “street name”) rather than directly in their own names. If you hold shares in street name, you are a “beneficial owner” of those shares and a copy of our proxy materials, together with a voting instruction form, will be made available to you by your broker, bank or other nominee. Typically you will receive an email from your broker’s proxy service provider with a link to the materials, or you will receive a paper notice regarding the availability of proxy materials at an internet page specified on the notice (such email or notice is called your “Notice of Internet Availability”).
Stockholders of record. If you hold shares directly in your name with our stock transfer agent, AST (American Stock Transfer & Trust Company, LLC), you are considered the “stockholder of record” with respect to those shares, and a copy of our proxy materials, together with a proxy card, will be made available to you by Robinhood. Typically you will receive an email from HOOD@proxydocs.com with a link to the materials, or a paper notice regarding the availability of proxy materials at an internet page specified in the notice (such email or notice is called your “Notice of Internet Availability”).
Why is the annual meeting being held virtually in 2022?
We are holding a virtual annual meeting in order to provide our stockholders the opportunity to access and experience the meeting over the internet in a consistent and convenient manner across the globe. In light of the ongoing pandemic, we also believe hosting the annual meeting virtually is a responsible approach for the protection of our stockholders, employees, directors, and management. Conducting the meeting virtually should also reduce the environmental impact associated with hosting an in-person meeting. Because this is a virtual-only meeting, you will not be able to attend the annual meeting physically in person.
Questions and Answers about our Proxy Materials and the Annual Meeting
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Can I attend the virtual annual meeting? How do I register?
Voting Participants To attend the virtual annual meeting online as a voting participant, you must register in advance at www.proxydocs.com/HOOD. You will need the unique control number that appears on your Notice of Internet Availability (or your proxy card or voting instruction form). If you do not have (or cannot find) your control number, please reach out to your broker to ask that one be assigned to you. If you are a beneficial owner, you will also need to provide the name of the broker, bank or other nominee at which you hold our shares, as well as the name on your account, as part of the registration process.

Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you to access the meeting online as a voting participant. Please be sure to follow the instructions in that email. If you do not comply with the registration procedures outlined above, you will not be admitted to the annual meeting as a voting participant. Stockholders are advised to register as far in advance as possible. Registration will remain open until the meeting begins.
If you are a beneficial holder, in order to register as a voting participant you might also need to obtain a Legal Proxy from your broker, bank or other nominee and to submit a copy in advance of the meeting. Further instructions will be provided to you as part of your registration process. A “Legal Proxy” authorizes you to vote the shares on behalf of such broker or bank. Obtaining a Legal Proxy could take two weeks or more by mail, though many providers now support faster electronic versions. See the next question below for more information about Legal Proxies.
General Public/Guests The meeting is open to the public and may be viewed live online as a guest. Go to www.proxydocs.com/HOOD to register as a guest. (Guest 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 online. Guests will be in view-only mode, and will not able to vote or participate in the meeting. Therefore, if you hold shares and plan to attend as a guest, please vote your shares in advance as described below so that your vote will be counted at the annual meeting.
Online access to the webcast will open approximately 15 minutes prior to the start of the meeting so that you may log in and test the computer audio system. Attendance at the annual meeting as a participant or as a guest is subject to capacity limits set by the virtual platform provider. We expect the platform will be able to accommodate at least 2,500 simultaneous viewers. (Anyone who is not logged into the meeting if/when the capacity limit is reached will not be able to watch or vote live at the meeting.)
If you have difficulty registering for the annual meeting, please check out the FAQs posted on the registration page, or email a request to: DSMsupport@mediantonline.com.
We will have technicians ready to assist you with any technical difficulties you may have accessing the annual meeting. Starting one hour prior to the meeting, if you encounter any difficulties accessing the online meeting platform, including any difficulties voting, you may call the technical support number that will be included in your instructional email.
Any recording of the annual meeting is prohibited; however, a replay of the annual meeting will be available for viewing for at least two weeks following the meeting on our Investor Relations website at investors.robinhood.com.
How can I vote my shares personally live online at the annual meeting?
If you hold shares as the stockholder of record, you have the right to vote those shares personally live at the virtual annual meeting. If you choose to do so, you can vote using the online ballot provided at the meeting. In order to be admitted to the online meeting as a voting participant, however, you must register in advance as described immediately above. Even if you plan to attend the annual meeting, we recommend that you vote your shares in advance (as described in the next question below) so that your vote will be counted in case you later decide not to attend the annual meeting.
If you are a beneficial owner of shares, you cannot vote your shares personally live at the annual meeting unless you (a) obtain a “Legal Proxy” from the broker, bank, or other nominee that holds your shares, giving you the right to vote the shares at the meeting using the online ballot provided at the meeting and (b) register in advance as described in the question above.
Most beneficial stockholders will be able to complete this process quickly as described in the question above by using the unique “control number” appearing on their Notice of Internet Availability or elsewhere in their proxy materials. Inputting your control number as part of the registration process causes a Legal Proxy to be issued automatically in the background. If you are a beneficial owner and were not assigned a control number, you might need to provide a formal Legal Proxy to us as part of the advance registration procedure. Check with the broker or bank at which you hold shares to learn how to obtain a Legal Proxy. (Often you can request a Legal Proxy on the online early voting website that’s linked from your Notice of Internet Availability. On that early voting site, check the box “I want to attend the meeting” (or similar words) and allow at least two weeks to receive the Legal Proxy by mail and another week to submit it to complete your registration for the meeting.) If you have questions about this process, please contact the broker, bank, or other nominee through which you hold shares.
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Robinhood     2022 Proxy Statement


How can I vote my shares in advance without attending the annual meeting?
You may direct how your shares are voted in advance (and without any need to attend the annual meeting) in one of the following ways:
Internet. You can vote your shares via the internet by following the instructions on the website identified on your Notice of Internet Availability, proxy card, or voting instruction form. You will need the control number provided on your Notice of Internet Availability, proxy card, or voting instruction form to access the voting website.
Telephone. Telephone voting is available only if you received printed proxy materials. You can vote your shares by telephone if you call the phone voting number appearing on your proxy card or voting instruction form. You will need the control number provided on your proxy card or voting instruction form to vote by telephone.
Mail. You can vote by mail only if you received printed proxy materials. You can vote your shares via mail by marking, dating, signing, and returning in the enclosed envelope any proxy card or voting instruction form you received.
The granting of proxies electronically is allowed by Section 212(c)(2) of the Delaware General Corporation Law.
Can I watch the meeting later?
Yes. A replay of the annual meeting will be available on our investor relations website at investors.robinhood.com. The recording will be posted within 24 hours after the meeting ends and will be available to view for at least two weeks.
How can I submit questions and upvote questions for management to answer?
Stockholders may submit and upvote questions to the Company ahead of the meeting using the Q&A platform developed by Say Technologies. You may visit app.saytechnologies.com/robinhood-2022-annual to submit and upvote questions (or you may do so directly in your brokerage's investing application, if supported). The Q&A platform will be open to submit and upvote questions starting June 15, 2022 at 2:00 p.m. pacific time. Stockholders will be able to submit and upvote questions until June 21, 2022 at 2:00 p.m. pacific time. We will address a selection of the most upvoted questions during the meeting.
Our intent is to answer as many stockholder-submitted questions as time permits. We may combine or group together substantially similar questions to avoid repetition. We reserve the right to edit profanity or other inappropriate language, as well as exclude questions that are not pertinent to meeting matters or Company business.
What does it mean if I receive more than one set of proxy materials?
If your shares are registered differently or are held in more than one account, you will receive a Notice of Internet Availability (or in some cases a set of proxy materials) for each account. To ensure that all of your shares are voted, please submit your proxy or voting instructions for each account for which you have received a notice or set of proxy materials.
What is the deadline for voting my shares if I do not attend the annual meeting?
If you are a stockholder of record, your proxy must be received by telephone or the internet before the meeting is scheduled to begin, in order for your shares to be voted. If you are a stockholder of record, you also have the option of completing, signing, dating, and returning the proxy card enclosed with the proxy materials so that it is received by the close of business on June 21, 2022, which is the day before the meeting, in order for your shares to be voted. If you are a beneficial owner of shares, please comply with the deadlines included in the voting instructions provided by the broker, bank, or other nominee that holds your shares.
How many shares must be present or represented to conduct business at the annual meeting?
Business may be conducted at the annual meeting only if a quorum is present or represented at the meeting, which means that holders of stock representing a majority of the voting power of all shares of stock issued and outstanding and entitled to vote at the annual meeting must be present in person or represented by proxy at the annual meeting. Both abstentions and broker non-votes are counted to determine whether a quorum is present. See “What effect do abstentions and broker non-votes have on the proposals?” below for more information.
What if a quorum is not present at the meeting?
If a quorum is not present at the scheduled time of the annual meeting, the chair of the annual meeting is authorized by our Amended and Restated Bylaws (the “Bylaws”) to adjourn the meeting, from time to time, until a quorum is present or represented, to reconvene at the same or some other place.
Questions and Answers about our Proxy Materials and the Annual Meeting
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What vote is required to approve each of the proposals?
Election of Directors. Robinhood has adopted a majority voting standard for the election of directors (in non-contested elections such as this). Under this voting standard, directors will be elected at the annual meeting by a majority of votes cast, meaning that the number of votes cast “FOR” a director must exceed the number of votes cast “AGAINST” that director.
Other Proposals. Approval of each of the other proposals requires the affirmative vote of a majority of votes cast on such proposal by stockholders present in person or by proxy at the annual meeting and entitled to vote on such proposal. This means a proposal will be approved if the number of votes cast “FOR” that proposal exceeds 50 percent of the number of votes cast with respect to that matter.
With respect to Proposal 2 (Say on Frequency), if no frequency receives the foregoing vote, then we will consider the option that receives the highest number of votes cast to be the frequency approved by stockholders.
Please note, however, that the vote on proposals 2 (Say on Frequency) and 3 (ratification of the appointment of Ernst & Young LLP) will be advisory only and will not be binding. The results of the votes on these proposals will be taken into consideration by the Company, our Board, or the appropriate committee of our Board, as applicable, when making future decisions regarding these matters.
What effect do abstentions and broker non-votes have on the proposals?
Abstentions. Abstentions will not be counted as votes cast and therefore will have no effect on the outcome of any proposal at the annual meeting. An “abstention” occurs on a matter when a stockholder returns a proxy card marked “abstain” (or otherwise submits a voting instruction to abstain) as to such matter. (Merely leaving a proposal blank on the proxy card does not result in an abstention.) Abstentions will be counted as present and entitled to vote for purposes of determining whether a quorum is present at the annual meeting.
Broker Non-Votes. Broker non-votes will not be counted in determining the outcome of the vote on each of the non-routine items, although they will count for purposes of determining whether a quorum is present. A broker is entitled to vote shares held for a beneficial owner on routine matters (such as ratifying the appointment of Ernst & Young LLP), without instructions from the beneficial owner of those shares. On the other hand, a broker is not entitled to vote shares held for a beneficial owner on non-routine items absent instructions from the beneficial owners of such shares. Each of the other proposals to be considered and voted on at the annual meeting (namely, the election of directors and Say on Frequency) are considered non-routine items. Consequently, if you hold shares in street name and you do not submit any voting instructions, your broker may exercise its discretion to vote
your shares on the proposal to ratify the appointment of Ernst & Young LLP but will not vote your shares on any of the other proposals. If this occurs, your shares will be voted in the manner directed by your broker on the proposal to ratify the appointment of Ernst & Young LLP but will constitute “broker non-votes” on each of the other proposals.
How will my shares be voted if I do not provide specific voting instructions in the proxy card or voting instruction form that I submit?
If you submit a signed proxy card or voting instruction form without giving specific voting instructions on one or more matters listed in the notice for the meeting, your shares will be voted as recommended by our Board on such matters, and as the proxyholders may determine in their discretion with respect to any other matters properly presented for a vote at the annual meeting.
Can I change my vote or revoke my proxy?
You may change your vote or revoke your proxy at any time before your proxy is voted at the annual meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by: (1) delivering to Robinhood (Attention: Corporate Secretary, at 85 Willow Road, Menlo Park, CA 94025) a written notice of revocation of your proxy; (2) submitting an authorized proxy bearing a later date using one of the alternatives described above under “How can I vote my shares in advance without attending the annual meeting?”; or (3) attending the annual meeting and voting in person. Attendance at the annual meeting in and of itself, without voting in person at the annual meeting, will not cause your previously granted proxy to be revoked. For shares you hold in street name, you may change your vote by submitting new voting instructions to your broker, bank or other nominee or by registering for the virtual meeting and voting in the meeting.
What happens if additional matters are presented at the annual meeting?
If you grant a proxy, the persons named as proxyholders, Jason Warnick and Daniel Gallagher, will each have the discretion to vote your shares on any additional matters properly presented for a vote at the annual meeting.
Other than the matters and proposals described in this proxy statement, we have not received valid notice of any other business to be acted upon at the annual meeting.
Who will count the votes?
A representative of Mediant Communications Inc. will tabulate the votes and act as the Inspector of Election.


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Robinhood     2022 Proxy Statement


Where can I find the voting results of the annual meeting?
Robinhood will report voting results by filing a Current Report on Form 8-K within four business days following the date of the annual meeting. If final voting results are not known when such report is filed, they will be announced in an amendment to such report within four business days after the final results become known.
Who will bear the cost of soliciting votes for the annual meeting?
The solicitation of proxies will be conducted by mail, and Robinhood will bear the costs. These costs will include the expense of preparing and mailing proxy solicitation materials for the annual meeting and reimbursements paid to brokerage firms and others for their expenses incurred in forwarding solicitation materials regarding the annual meeting to beneficial owners of Robinhood common stock. We may conduct further solicitation personally, telephonically, over the internet or by facsimile through our officers, directors and employees, none of whom will receive additional compensation for assisting with the solicitation. We might incur other expenses in connection with the solicitation of proxies for the annual meeting.
May I propose actions for consideration at next year’s annual meeting or nominate individuals to serve as directors?
Yes. The following requirements apply to stockholder proposals and director nominations for the 2023 annual meeting of stockholders.
Requirements for Stockholder Proposals to be Considered for Inclusion in Proxy Materials:
Stockholders interested in submitting a proposal for inclusion in the proxy materials we distribute for the 2023 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To be eligible for inclusion, stockholder proposals must be received by us no later than January 2, 2023 and must comply with Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials. If we change the date of the 2023 annual meeting of stockholders by more than 30 days from the anniversary of this year’s meeting, stockholder proposals must be received a reasonable time before we begin to print and mail our proxy materials for the 2023 annual meeting of stockholders. Proposals should be sent to our Corporate Secretary at 85 Willow Road, Menlo Park, California 94025.
Requirements for Stockholder Proposals and Director Nominations Not Intended for Inclusion in Proxy Materials:
Stockholders who wish to nominate persons for election to the Board at the 2023 annual meeting of stockholders or who wish to present a proposal at the 2023 annual meeting of stockholders, but who do not intend for such nomination or proposal to be included in the proxy materials distributed by us for such meeting, must deliver written notice of the nomination or proposal to the Corporate Secretary at the above address no earlier than February 22, 2023 and no later than March 24, 2023 (provided, however, that if the 2023 annual meeting of stockholders is held earlier than May 23, 2023 or later than August 21, 2023, nominations and proposals must be delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Company). The stockholder’s written notice must include certain information concerning the stockholder and each nominee and proposal, as specified in Section 1.14 of the Company’s Bylaws, and must comply with the other requirements specified in the Bylaws. In order to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 23, 2023 (subject to any applicable earlier deadlines as described above).
In addition, stockholders may propose director candidates for consideration by the Nominating and Corporate Governance Committee by following the procedures set forth under “Stockholder Nominations” on page 43 of this proxy statement.
Copy of Bylaws:
To obtain a copy of the Company’s Bylaws at no charge, you may write to Robinhood’s Corporate Secretary at 85 Willow Road, Menlo Park, California 94025, USA. A current copy of the Bylaws is also available on the Governance section of our Investor Relations website at investors.robinhood.com/governance.
Questions and Answers about our Proxy Materials and the Annual Meeting
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May I elect to receive Robinhood stockholder communications electronically rather than through the mail?
Yes. If you received your annual meeting materials by mail, we encourage you to help us to conserve natural resources, as well as significantly reduce Robinhood’s printing and mailing costs, by signing up to receive your stockholder communications via email. With electronic delivery, we will notify you via email as soon as the annual report and the proxy statement are available on the internet, and you will be able to review those materials and submit your stockholder vote online. Electronic delivery can also help reduce the number of bulky documents in your personal files and eliminate duplicate mailings. Your electronic delivery enrollment will generally be effective until you cancel it. To sign up for electronic delivery please contact the broker, bank, or other nominee that holds shares on your behalf.

Are proxy materials for the 2022 annual meeting available online?
Yes. This proxy statement and the 2021 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”), are available online at www.proxydocs.com/HOOD.
What do I need to do now and who can help answer my questions?
Carefully read and consider the information contained in this proxy statement and vote your shares as discussed here. If you have questions about the annual meeting, including the items to be voted on at the meeting, need assistance in voting, or if you desire copies of this proxy statement or proxy cards, you should contact:
Robinhood Investor Relations
by email to: ir@robinhood.com
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Robinhood     2022 Proxy Statement


Cautionary Note Regarding
Forward-Looking Statements
This proxy statement contains forward-looking statements (as such phrase is used in the federal securities laws), which involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “believe,” “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. This proxy statement includes, among others, forward-looking statements relating to our strategic and operational plans.
Our forward-looking statements are subject to a number of known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual future results, performance, or achievements to differ materially from any future results expressed or implied in this proxy statement. Reported results should not be considered an indication of future performance. Factors that contribute to the uncertain nature of our forward-looking statements include, among others: our limited operating history; the difficulty of managing our growth effectively, including our recent workforce reduction, and the risk of declining or negative growth; the fluctuations in our financial results and key metrics from quarter to quarter; our reliance on transaction-based revenue, including payment for order flow (“PFOF”), and the risk of new regulation or bans on PFOF and similar practices; the difficulty of raising additional capital (to satisfy any liquidity needs and support business growth and objectives) on reasonable terms or at all; the need to maintain capital levels required by regulators and self-regulatory organizations; the risk that we might mishandle the cash, securities, and cryptocurrencies we hold on behalf of customers, and our exposure to liability for operational errors in clearing functions; the impact of negative publicity on our brand and reputation; the risk that changes in business, economic, or political conditions, or systemic market events, might harm our business; our dependence on key employees and a skilled workforce; the difficulty of complying with an extensive and complex regulatory environment and the need to adjust our business model in response to new or modified laws and regulations; the possibility of adverse developments in pending litigation and regulatory investigations; the effects of competition; our need to innovate and invest in new products and services in order to attract and retain customers and deepen their engagement with us in order to maintain growth; our reliance on third parties to perform some key functions and the risk that operational or technological failures could impair the availability or stability of our platform; the risk of cybersecurity incidents, theft, data breaches, and other online attacks; the difficulty of processing customer data in compliance with privacy laws; our need as a regulated financial services company to develop and maintain effective compliance and risk management infrastructures; the volatility of cryptocurrency prices and trading volumes; the risk that our platform could be exploited to facilitate illegal payments of cash or cryptocurrency; and the risk that substantial future sales of Class A common shares in the public market could cause the price of our stock to fall.
Because some of these risks and uncertainties cannot be predicted or quantified and some are beyond our control, you should not rely on our forward-looking statements as predictions of future events. More information about potential risks and uncertainties that could affect our business and financial results is included in the section of our Annual Report for the year ended December 31, 2021 titled “Risk Factors” and our other filings with the SEC, which are available on the SEC’s web site at www.sec.gov. Moreover, we operate in a very competitive and rapidly changing environment; new risks and uncertainties may emerge from time to time and it is not possible for us to predict all risks nor identify all uncertainties. The events and circumstances reflected in our forward-looking statements might not be achieved and actual results could differ materially from those projected in the forward-looking statements.
Except as otherwise noted, all forward-looking statements are made as of the date we file this proxy statement, and are based on information and estimates available to us at this time. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Except as required by law, Robinhood assumes no obligation to update any of the statements in this proxy statement whether as a result of any new information, future events, changed circumstances or otherwise. You should read this proxy statement with the understanding that our actual future results, performance, events and circumstances might be materially different from what we expect.
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Proposal
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Proposal 1
Election of Directors
Our business and affairs are managed with oversight from our Board of Directors. Our Board currently consists of nine directors. The number of directors is set by the Board, subject to the terms of our Charter and Bylaws (together, our “Organizational Documents”).
Our Board is currently divided into three classes (Class I, Class II, and Class III) with staggered terms. At this year’s annual meeting, stockholders will vote on the election of Class I directors.
The nominees are introduced on the following pages, along with an overview of the full Board, including qualifications, diversity, and independence. This is followed by detailed information about the nominees and our continuing directors, with explanations of how candidates are identified and how stockholders can submit names for consideration as future director nominees.
For more information on our current Board structure and the sunset of our Board classifications, see “Corporate Governance—Board Structure—Classified Board and Sunset.”
REQUIRED VOTE
Each nominee will be elected if he or she receives a majority of votes cast in favor of his or her election, meaning that the number of votes cast “FOR” a nominee’s election must exceed the number of votes cast “AGAINST” that nominee. (A different voting standard would apply if this were a “contested election,” as such term is defined in our Bylaws.)
Stockholders are not entitled to cumulate votes in the election of directors.
Abstentions and broker non-votes will have no effect on the outcome of this proposal.
RECOMMENDATION OF THE BOARD OF DIRECTORS
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The Board of Directors recommends that stockholders vote FOR the election of each of the nominees named below. Proxies received by the Company will be voted “FOR” the election of the nominees named below unless you specify otherwise in the proxy.
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What is being voted on and why?
You’re being asked to re-elect three of our independent directors who have been nominated by our Board to continue serving until our 2024 annual meeting of stockholders.
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Nominees
As recommended by the NomGov Committee, our Board has nominated each of our current Class I directors for re-election at the annual meeting (the “Nominees”):
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Paula LoopDara TresederRobert Zoellick
If re-elected, each Nominee will serve as a Class I director until our 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification, or removal from office.
All Nominees have consented to being named in this proxy statement and to serving as directors, if elected. If any Nominee is unable to serve or for good cause will not serve as a director at the time of the annual meeting, the persons who are designated as proxies intend to vote, in their discretion, for such other persons, if any, as may be designated by the Board. As of the date of this proxy statement, the Board has no reason to believe that any of the persons named above will be unable or unwilling to stand as a nominee or to serve as a director if elected.
Each Nominee originally joined the Board last year: Mr. Zoellick was elected to the Board effective May 28, 2021 and Ms. Loop was elected to the Board effective June 17, 2021, in each case in accordance with the Pre-IPO Voting Agreement described below, and Ms. Treseder was appointed by the Board effective November 1, 2021, which was after our IPO.
Mr. Zoellick and Ms. Loop were initially identified as potential directors by Heidrick & Struggles International, Inc. (“Heidrick & Struggles”), an independent third-party executive search firm, which had been retained by the Company to conduct a director search in anticipation of our IPO. Heidrick & Struggles identified candidates and provided background information and assessments of qualifications on potential candidates, including Mr. Zoellick and Ms. Loop. The Board then reviewed the results of Heidrick & Struggles’ evaluation and screening, interviewed potential nominees, and nominated Mr. Zoellick and Ms. Loop, who were then elected as directors by the pre-IPO stockholders.
Ms. Treseder was initially identified as a potential director by Daversa Partners (“Daversa”), an independent third-party executive search firm, which had been retained by the Company to conduct a director search following our IPO. Daversa identified candidates and provided background information and assessments of qualifications on potential candidates, including Ms. Treseder. The NomGov Committee then reviewed the results of Daversa’s evaluation and screening, interviewed potential nominees, and recommended Ms. Treseder to the Board for appointment to the Board. The Board met, discussed the NomGov Committee’s recommendation, and appointed Ms. Treseder as a director.
The criteria set forth below, among others identified by the Board from time to time, reflect the traits, characteristics, abilities, and experience that the Board looks for in determining candidates for election to the Board. We believe that each Nominee satisfies the criteria below and possesses:
the highest ethical character and alignment with the values of the Company;
relevant expertise and experience, and ability to offer advice and guidance to the Chief Executive Officer and senior management based on that expertise and experience;
the ability and willingness to devote sufficient time and energy to carrying out director duties effectively; and
sound business judgment.
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Why are only certain directors up for election this year?Robinhood currently has a classified board, which means its directors have been broken up into three classes and only one class is up for election each year. This year, the Class I directors are up for re-election. Starting with the Company’s 2024 annual meeting, all directors will be elected on an annual basis.
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Robinhood     2022 Proxy Statement


Board Overview
The following table provides information regarding each of our directors as of May 2, 2022:
Director
Since
Committee Membership
Name and Principal OccupationAgeIndependentANCGPCSRR
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Paula Loop
Retired Partner,
PricewaterhouseCoopers LLP
602021
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CHAIR
a15_17a.jpg
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Dara Treseder
SVP, Head of Global Marketing & Communications, Peloton Interactive, Inc.
332021
a15_14a.jpg
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pg29_iconxrounda.jpg
a15_08a.jpg
Robert Zoellick
Former Chairman of the Board,
AllianceBernstein Holding L.P.
682021
a15_14a.jpg
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CHAIR
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a15_10a.jpg
Baiju Bhatt
Co-Founder & Chief Creative Officer, Robinhood
372013
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Frances Frei
Professor and Author,
Harvard Business School
582021
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Meyer Malka
Founder and Managing Partner,
Ribbit Capital
472022
a15_14a.jpg
pg29_iconxrounda.jpg
a15_18a.jpg
Jonathan Rubinstein
Lead Director,
Amazon.com, Inc.
652021
a15_14a.jpg
LEAD
CHAIR
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a15_20a.jpg
Scott Sandell
Managing General Partner,
New Enterprise Associates
572016
a15_14a.jpg
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CHAIR
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Vladimir Tenev
Chairman of the Board, Co-Founder, Chief Executive Officer & President, Robinhood
352013
LEADLead Independent DirectorCHAIRCommittee ChairAAuditPCPeople and
Compensation
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Independent Director
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Committee MemberNCG
Nominating and
Corporate Governance
SRRSafety, Risk
and Regulatory
Director Dashboard
Independence
Tenure
Age
Diversity
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Proposal 1 — Election of Directors
29


Director Skills and Qualifications
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 as a newly public company and advance our strategic growth objectives:
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Regulatory
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Risk Management
Sophistication in understanding and navigating the heavily regulated industries in which we operate
Critical to the Board’s role in overseeing the risks facing the Company
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Marketing
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Technology Infrastructure
Marketing and brand-building capabilities in rapidly changing and customer-facing industries, including new markets, and opportunities for innovation and disruption
Relevant to the Company as it looks for ways to enhance the customer experience and internal operations and oversee cybersecurity risk
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Finance
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Business Operations and Strategy
Financial expertise with experience analyzing financial statements and expertise in financial strategy, accounting, and reporting
A practical understanding of developing, implementing, and assessing our operating plan and business strategy
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Executive Leadership
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Academia/Education
Operating experience as a senior executive leader, shaping strategy, performance, and prioritization
Brings perspective regarding organizational management and academic research relevant to our business and strategy
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Financial Services and Fintech
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Corporate Governance
Sophisticated knowledge of our industries for understanding and reviewing our business and strategy
Supports our goals of strong Board and management accountability, transparency, and protection of stockholder interests
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Human Capital Management
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Government and Public Policy
Expertise in workforce acquisition, management, and optimization, including compensation practices, that result in the attraction, development, and retention of top candidates with diverse skills and backgrounds
Demonstrated expertise in navigating the complex political landscape in which we operate

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Robinhood     2022 Proxy Statement


Through their varied professional backgrounds and wide-ranging experience, each of our directors provides relevant, complimentary 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 below.
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Regulatory
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2
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Risk Management
pg14_humancapitalmanagementa.jpg
3
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Marketing
pg14_financea.jpg
4
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Technology Infrastructure
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5
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Finance
pg14_financea.jpg
4
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Business Operations and Strategy
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9
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Executive Leadership
pg14_executiveleadershipa.jpg
5
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Academia/Education
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2
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Financial Services and Fintech
pg14_executiveleadershipa.jpg
5
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Corporate Governance
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3
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Human Capital Management
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3
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Government and Public Policy
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1
Board Diversity 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 the Company’s stockholders, employees, customers, and other stakeholders. 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. The Board believes that the Company benefits from differences in the skills, regional and industry experience, social and ethnic background, race, gender, and other distinctions between directors such as cognitive and personal strengths. To this end, it is the policy of the Board that when searching for director nominees, the NomGov Committee will include women and individuals from historically underrepresented communities in the pool and will recommend director nominees with individual attributes that contribute to the total diversity of viewpoints, experience, and expertise represented on the Board. The following table presents disclosures (as of May 2, 2022) required by Nasdaq’s listing standards:
Board Size
Total Number of Directors
9

Part I: Gender Identity

Male

Female

Non-Binary
Gender Undisclosed
Number of Directors
6
3
Part II: Demographic Background
African American or Black
1
Alaskan Native or Native American
Asian
1
Hispanic or Latinx
1
Native Hawaiian or Pacific Islander
White
4
2
Two or More Races or Ethnicities
LGBTQ+1
Demographic Background Undisclosed
Proposal 1 — Election of Directors
31


Director Independence
The Corporate Governance Guidelines provide that a majority of our directors shall be “independent” as that term is defined by the Nasdaq listing standards, which include the requirement that an independent director must be free of any relationships which, in the opinion of the Board, would interfere with the exercise of such director’s independent judgment and independence from management in carrying out the responsibilities of a director. There are no family relationships among any of our directors or executive officers.
Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, as well as information otherwise obtained by or available to us, our Board has determined that each of Professor Frei, Ms. Loop, Mr. Malka, Mr. Rubinstein, Mr. Sandell, 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 employment with the Company). The Board also previously determined that Mr. Hammer, who resigned from the Board effective December 31, 2021, was independent under applicable SEC rules and the Nasdaq listing standards for membership on the Board and on all committees of the Board on which he served prior to his resignation.
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 five percent 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. Hammer and entities associated with Index Ventures, which held more that 10 percent of the Company’s outstanding common stock at the time of the IPO and continue to hold more than 10 percent of our Class A shares, including the transactions involving entities associated with Index Ventures described in the section below titled “Transactions with Related Persons”;
the relationship between Mr. Sandell and entities associated with NEA, which held more that 10 percent of the company’s outstanding common stock at the time of the IPO and continue to hold more than 5 percent of our Class A shares, including the transactions involving entities associated with NEA described in the section below titled “Transactions with Related Persons”;
the relationship between Mr. Malka and entities associated with Ribbit Capital, which held more that 5 percent of the company’s outstanding common stock at the time of the IPO and continue to hold more than 5 percent of our Class A shares, including the transactions involving entities associated with Ribbit Capital described in the section below titled “Transactions with Related Persons”; and
transactions in the ordinary course of business involving aggregate payments greater than $10,000 to companies for which the following directors or former directors served as a non-employee director at the time of payment: Mr. Hammer, Mr. Rubinstein, Mr. Sandell, and Ms. Treseder (and, in the case of Mr. Hammer and Mr. Sandell, entities associated with Index Ventures or NEA, respectively, also held equity interests in such companies at the time of payment). The amount involved in each of these transactions did not exceed five percent of the recipient entity’s annual gross revenue.


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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.
32
Robinhood     2022 Proxy Statement


Biographical Information: Director Nominees
Set forth below are brief biographical descriptions of our directors. The primary experience, qualifications, attributes and skills of each of our director nominees and continuing directors that led to the conclusion of the NomGov Committee and the Board that such person should serve as a member of the Board are also described in the following paragraphs.
Class I Directors (Nominated for Re-election at the Annual Meeting)
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Professional Highlights
Until recently, Ms. Loop was a Partner at PricewaterhouseCoopers LLP (“PwC”), one of the big four accounting firms, a position from which she retired in June 2021. Over the course of a more than 30-year career with PwC, she 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.
Other Public Company Directorships
Fastly, Inc., a cloud computing services provider (since July 2021)
APi Group Corporation, a construction engineering company (since March 2022)
Additional Leadership Experience and Service
Since December 2019, Ms. Loop has served on the board of the Value Reporting Foundation, which oversees efforts by the Sustainability Accounting Standards Board to establish industry-specific disclosure standards across a range of environmental, social, and governance topics, and from 2018 to 2021 she served as advisory board chair at the NYU Stern Center for Sustainable Business.
Education
Ms. Loop is a Certified Public Accountant and holds a B.S. in Business Administration from the University of California, Berkeley.
Paula Loop
Retired Partner, PwC
Former leader of PwC’s Governance Insights Center
Independent
Age: 60
Director Since: June 2021
Committees:
Audit (Chair)
Safety
Other Current Public Directorships:
APi Group Corporation
Fastly, Inc.
Director
Qualifications
We believe that Ms. Loop is qualified to serve as a member of our Board based on her extensive experience in governance, technical accounting, and SEC financial reporting matters.

Proposal 1 — Election of Directors
33


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Professional Highlights
Ms. Treseder is Senior Vice President, Head of Global Marketing & Communications at Peloton Interactive, Inc., a fitness platform, which she joined in August 2020, where she sets strategy and goals for Peloton’s marketing efforts to build its brand and drive growth and international expansion. From December 2018 to August 2020, she served as Chief Marketing and Communications Officer at Carbon, Inc., a 3D printing technology company. Previously, Ms. Treseder was Chief Marketing Officer at GE Business Innovations and GE Ventures, which commercialize GE’s intellectual property, from July 2017 to December 2018, and held various positions at Apple Inc., a consumer electronics company, from time to time during the period of June 2013 to July 2017, most recently as Global Head of Demand Generation, Filemaker. She also served in a FINRA-registered position at Goldman Sachs & Co, an investment banking firm, from August 2010 to August 2012.
Other Public Company Directorships
PG&E Corporation, a natural gas and electric utility (July 2020 to October 2021)
Additional Leadership Experience and Service
Ms. Treseder currently serves on the board of directors of the Public Health Institute, a non-profit organization, which she joined in 2017.
Education
Ms. Treseder holds an M.B.A. from Stanford University Graduate School of Business and an A.B. from Harvard University.
Dara Treseder
Senior Vice President, Head of Global Marketing & Communications at Peloton Interactive, Inc.
Independent
Age: 33
Director Since:
November 2021
Committees:
NomGov
People
Director
Qualifications
We believe that Ms. Treseder is qualified to serve as a member of our Board based on her experience in marketing and communications.

34
Robinhood     2022 Proxy Statement


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Professional Highlights
Mr. Zoellick has been a Senior Fellow of the Belfer Center for Science and International Affairs at Harvard University since July 2012 and Senior Counselor at the Brunswick Group, a strategic advisory firm, since May 2017. He previously served in various posts in the public sector, including as President of the World Bank from July 2007 to June 2012, Deputy Secretary of State from February 2005 to June 2006, U.S. Trade Representative from February 2001 to February 2005, Deputy Chief of Staff at the White House from August 1992 to January 1993, Undersecretary of State from February 1989 to August 1992, and Counselor to Secretary James Baker while working in the Department of the Treasury from 1985 to 1988. Mr. Zoellick previously served as the non-executive board chairman of AllianceBernstein Holding L.P., a global asset management firm, from May 2017 to April 2019, a member of the board at Laureate Education, Inc., from December 2013 to December 2017, and in senior posts at Goldman Sachs & Co, an investment banking firm, Fannie Mae, a federally sponsored mortgage securitization company, and the U.S. Naval Academy, a distinguished college for military officers. Mr. Zoellick is the author of America in the World: A History of U.S. Diplomacy and Foreign Policy (2020).
Other Public Company Directorships
Twitter, Inc., a microblogging service (since July 2018)
AllianceBernstein Holding L.P., a global asset management firm (May 2017 to April 2019)
Additional Leadership Experience and Service
Mr. Zoellick is currently on the boards of Temasek Holdings (Private) Ltd., a sovereign wealth fund in Singapore, where he has served since August 2013. Currently, he also chairs the International Advisory Council of Standard Chartered Bank, a banking and financial services company, and serves on the Strategic Council of Swiss Re, a reinsurance company. He is a member of the boards of several non-profit organizations, including the Carnegie Endowment for International Peace, the Peterson Institute for International Economics, and the Wildlife Conservation Society.
Education
Mr. Zoellick holds a J.D. from Harvard Law School, an M.P.P. from Harvard’s John F. Kennedy School of Government, and a B.A. from Swarthmore College.
Robert Zoellick
Former Chairman, AllianceBernstein Holding
Former President of the World Bank
Former U.S. Trade Representative
Independent
Age: 68
Director Since: May 2021
Committees:
Audit
Safety (Chair)
Other Current Public Directorships:
Twitter, Inc.
Director
Qualifications
We believe that Ms. Zoellick is qualified to serve as a member of our Board based on the perspectives and extensive experience he brings from serving in the government and in the private and public sectors.
Proposal 1 — Election of Directors
35


Biographical Information: Continuing Directors
Class II Directors (current term ends in 2023)
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Professional Highlights
Professor Frei has been a Professor of Technology and Operations Management at Harvard Business School since July 1998, where her research investigates how leaders create the conditions for organizations and individuals to thrive by designing for excellence in strategy, operations, and culture. From June 2017 to February 2018, she took a leave of absence from Harvard to serve as Senior Vice President of Leadership and Strategy at Uber Technologies, Inc. a ride sharing company. In May 2018, Professor Frei delivered a widely-viewed TED talk on how to build (and rebuild) trust. She is co-author of two books, Unleashed: The Unapologetic Leader’s Guide to Empowering Everyone Around You (June 2020) and Uncommon Service: How to Win by Putting Customers at the Core of Your Business (2012).
Other Public Company Directorships
AltC Acquisition Corp., a special purpose acquisition company (since July 2021)
Blue Buffalo Pet Products, Inc., a pet food company (December 2014 to April 2018)
Advance Auto Parts Inc., an automotive parts retailer (December 2009 to April 2013)
Additional Leadership Experience and Service
In May 2018, Professor Frei co-founded The Leadership Consortium LLC, a leadership development program, and since September 2018 she has provided corporate strategy and leadership consulting through The Morriss Group, LLC.
Education
Professor Frei holds a Ph.D. in Operations Research from the Wharton School of the University of Pennsylvania, an M.Eng. in Industrial Engineering from Pennsylvania State University, and a B.A. in Computer Mathematics from the University of Pennsylvania.
Frances Frei
Professor and Author at Harvard Business School
Independent
Age: 58
Director Since:
November 2021
Committees:
Audit
People
Other Current Public Directorships:
AltC Acquisition Corp.
Director
Qualifications
We believe that Professor Frei is qualified to serve as a member of our Board based on her academic research and industry experience around leadership and trust and her experience working with high growth organizations.

36
Robinhood     2022 Proxy Statement


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Professional Highlights
Mr. Malka is the founder and managing partner of Ribbit Capital, a venture capital firm focused on investing in innovative companies in the financial services sector, a position he has held since May 2012. 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. From 2008 to 2011, Mr. Malka co-founded and was co-chief executive officer of Bling Nation Ltd., a mobile payments company, which later evolved into Lemon Inc., a mobile wallet company that was acquired in 2013. In 2003, he co-founded 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 2009 when it was acquired by Banco do Brasil, Latin America’s largest bank. In 1998, Mr. Malka developed the online brokerage Patagon.com, Inc., which became Latin America’s first comprehensive internet-based financial services portal and dealer until its acquisition in March 2000 by Banco Santander. In 1991, at the age of 18, Mr. Malka co-founded Heptagon Group, a securities and investment broker dealer servicing the Venezuelan and U.S. markets, where he served as chief operating officer until 1999.
Other Public Company Directorships
Ribbit LEAP, Ltd., a special purpose acquisition company (since September 2020)
MercadoLibre, Inc., an online marketplace (March 2013 to April 2021)
Additional Leadership Experience and Service
Mr. Malka currently serves on the boards of several private companies.
Education
Mr. Malka holds a degree in economics from the Universidad Católica Andrés Bello.
Meyer Malka
Founder and Managing Partner of Ribbit Capital
Independent
Age: 47
Director Since:
March 2022
Committees:
Safety
Other Current Public Directorships:
Ribbit LEAP, Ltd.
Director
Qualifications
We believe that Mr. Malka is qualified to serve as a member of our Board based on his extensive experience in the financial and technology sectors.

Proposal 1 — Election of Directors
37


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Professional Highlights
Mr. Sandell has been the Managing General Partner of New Enterprise Associates (“NEA”), a venture capital firm, since April 2017, its Co-Managing General Partner from March 2015 to April 2017, and one of its General Partners since September 2000. Mr. Sandell joined NEA in January 1996 and served as head of the firm’s technology investing practice for 10 years. He began his career at the Boston Consulting Group.
Other Public Company Directorships
Cloudflare, Inc., a website security company (since November 2010)
Bloom Energy Corporation, a fuel cell manufacturer (since August 2003)
Coursera, Inc., an online learning platform (since December 2011)
Tuya Inc., an IoT cloud platform provider (since April 2019 as well as from December 2014 to August 2017)
Fusion-io, Inc., a flash memory provider (March 2008 to July 2014 including as lead independent director from May 2011 to July 2014)
Tableau Software, a data visualization software company (August 2004 to May 2015)
Workday, Inc., a human capital management software vendor (July 2009 to June 2014)
Spreadtrum Communications, Inc., a semiconductor company (April 2004 to January 2014 including as lead director from August 2010 to January 2014)
Additional Leadership Experience and Service
Mr. Sandell currently serves on the boards of two non-profits, Venture Forward, which promotes diversity, equity, and inclusion within the venture capital industry, where he was a founding director in June 2020, and Global Innovation Venturing (“GIV”), where he is the inaugural chair, as well as on the boards of several private companies.
Education
Mr. Sandell holds an M.B.A. from Stanford University and an A.B. in Engineering Sciences from Dartmouth College.
Scott Sandell
Managing General Partner,
New Enterprise Associates
Independent
Age: 57
Director Since:
June 2016
Committees:
NomGov
People (Chair)
Other Current Public Directorships:
Bloom Energy Corporation
Cloudflare, Inc.
Coursera, Inc.
Tuya Inc.
Director
Qualifications
We believe that Mr. Sandell is qualified to serve as a member of our Board based on the perspective and extensive experience he brings as an investor in technology companies and his experience serving on private and public company boards.

38
Robinhood     2022 Proxy Statement


Class III Directors (current term ends in 2024)
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Professional Highlights
Baiju Bhatt is a Co-Founder of Robinhood and, in March 2021, was named our Chief Creative Officer. In November 2013, Mr. Bhatt co-founded Robinhood with Mr. Tenev to democratize finance. From November 2013 to November 2020, Mr. Bhatt served alongside Mr. Tenev as our co-CEO and co-President. Before Robinhood, Mr. Bhatt started two finance companies in New York City with Mr. Tenev.
Education
Mr. Bhatt holds a M.S. in Mathematics and a B.S. in Physics from Stanford University.
Baiju Bhatt
Co-Founder and Chief Creative Officer of Robinhood
Age: 37
Director Since:
November 2013
Director
Qualifications
We believe that Mr. Bhatt is qualified to serve as a member of our Board based on the perspective and experience he brings as our Co-Founder and Chief Creative Officer.

Proposal 1 — Election of Directors
39


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Professional Highlights
Mr. Rubinstein has served as the lead director at Amazon.com, Inc. since September 2017 and as a member of its board since December 2010. He has held several other prominent positions across technology and financial services over the course of his career. He was a Senior Vice President at Apple Inc., a consumer electronics company, from February 1997 to April 2006, where he played a key role in developing the iPod as General Manager of the iPod Division from 2002 to 2006; Co-CEO at Bridgewater Associates, an investment management firm, from March 2016 to March 2017; a Senior Vice President at Hewlett-Packard Co., an information technology company, from July 2010 to January 2012; and the CEO of Palm, Inc., a smartphone manufacturer, from June 2009 until its acquisition by Hewlett-Packard in July 2010; he also was executive chairman of the board of Palm from October 2007 through the acquisition.
Other Public Company Directorships
Amazon.com, Inc., an e-commerce company (since December 2010)
Qualcomm Incorporated, a semiconductor company (May 2013 to May 2016)
Palm, Inc., a smartphone manufacturer (October 2007 to July 2010)
Additional Leadership Experience and Service
Mr. Rubinstein has served as a Senior Advisor at PDT Partners, an asset management firm, since September 2017. He is a member of the National Academy of Engineering and a senior member of the Institute of Electrical and Electronics Engineers.
Education
Mr. Rubinstein holds an M.S. in computer science from Colorado State University, a M.Eng. in electrical engineering from Cornell University, and a B.S. from Cornell University.
Jonathan Rubinstein
Lead Independent Director of Robinhood
Lead Director of Amazon.com, Inc.
Independent
Age: 65
Director Since: May 2021
Committees:
NomGov (Chair)
People
Other Current Public Directorships:
Amazon.com, Inc.
Director
Qualifications
We believe that Mr. Rubinstein is qualified to serve as a member of our Board based on the perspective and extensive experience he brings as a leader of and an investor in technology companies and his experience serving on public company boards.

40
Robinhood     2022 Proxy Statement


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Professional Highlights
Vladimir Tenev is a Co-Founder of Robinhood and, since November 2020, has served as CEO and President of Robinhood. Mr. Tenev has been the Chair of our Board since March 2021. In November 2013, Mr. Tenev co-founded Robinhood with Mr. Bhatt to democratize finance. From November 2013 to November 2020, Mr. Tenev served alongside Mr. Bhatt as our co-CEO and co-President. Before Robinhood, Mr. Tenev started two finance companies in New York City with Mr. Bhatt.
Education
Mr. Tenev holds an M.S. in Mathematics from University of California, Los Angeles and a B.S. in Mathematics from Stanford University.
Vladimir Tenev
Chairman of the Board, Co-Founder, Chief Executive Officer, and President of Robinhood
Age: 35
Director Since:
November 2013
Director
Qualifications
We believe that Mr. Tenev is qualified to serve as a member of our Board based on the perspective and experience he brings as our Co-Founder and CEO.
Procedures if a Nominee is Not Re-Elected
All of our director nominees are currently incumbent directors. Our Bylaws provide that if any incumbent director nominee is not re-elected (i.e., receives 50 percent or less of the votes cast “FOR” with respect to his or her election) and no successor is elected at the meeting, that incumbent director must promptly tender his or her irrevocable resignation to the Board, with such resignation to be effective if and when it is accepted by the Board.
In that case, our Bylaws provide that the NomGov Committee shall make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken, and that the Board shall act on the tendered resignation, taking into account the NomGov Committee’s recommendation. The NomGov Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her irrevocable resignation shall not participate in the recommendation of the NomGov Committee or the decision of the Board with respect to his or her irrevocable resignation. If such incumbent director’s irrevocable resignation is not accepted by the Board, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.
If a director’s irrevocable resignation is accepted by the Board pursuant to the Bylaws, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board.
Proposal 1 — Election of Directors
41


Consideration of Director Candidates
In preparation for and following the IPO, the NomGov Committee has been actively engaged in searching for, identifying, evaluating, and assisting in recruiting a diverse pool of individuals qualified to become Board members.
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Align on Candidate Criteria
Source Candidate
Pool
Interview and Recruit
Recommend
and Approve
Recommend to Board the criteria for selection of directors
Consider Board’s needs and skills
Consider integrity and experience criteria
Consider diversity policy and diversity requirements
Independent Directors
Management Team
Outside search firm
Stockholders, if submitted (per committee charter)
Candidates meet with NomGov Committee members and other members of the Board
Summary candidate bios sent prior to each interview
Interviewers focus on fit with current Board and deep dive on specific focus areas
NomGov Committee recommends selected candidates for appointment to the Board
Full Board reviews and formally appoints candidates
In considering director candidates, whether submitted by management, current Board members, stockholders, or other persons, the NomGov Committee will consider the qualifications and suitability of the candidate.
The NomGov Committee believes that the minimum qualifications for service as a director of the Company are that a nominee possess and exhibit:
highest ethical character and alignment with the values of the Company;
relevant expertise and experience, and ability to offer advice and guidance to the Chief Executive Officer and senior management based on that expertise and experience;
the ability and willingness to devote sufficient time and energy to carrying out director duties effectively; and
sound business judgment.
The NomGov Committee also takes into account, as applicable,
the satisfaction of any independence requirements imposed by any applicable laws, regulations or rules and the Corporate Governance Guidelines; and
the effect that potential candidates would have on Board diversity.
In connection with the NomGov Committee’s consideration of a potential director candidate, the committee may also collect and review publicly available information regarding the person to assess the suitability of the candidate and determine whether the person should be considered further. If the NomGov Committee determines that the candidate warrants further consideration, the chair or another member of the NomGov Committee may contact the candidate. Generally, if the candidate expresses a willingness to be considered and to serve on the Board, the NomGov Committee may request information from the candidate, review his or her accomplishments and qualifications and conduct one or more interviews with the candidate and members of the committee or other Board members. The NomGov Committee may consider all this information in light of information regarding other candidates that the NomGov Committee is evaluating for membership on the Board. In certain instances, NomGov Committee members or other Board members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have first-hand knowledge of the candidate’s accomplishments.
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Robinhood     2022 Proxy Statement


Stockholder Nominations
The NomGov Committee will consider director candidates recommended by stockholders. With regard to a candidate submitted by a stockholder, the NomGov Committee may also consider the number of shares held by the recommending stockholder and the length of time that such shares have been held.
To have a candidate considered by the NomGov Committee, a stockholder must submit the recommendation in writing and must include the following information:
The name of the stockholder and evidence of the stockholder’s ownership of Company stock, including the number of shares owned and the length of time of ownership; and
The name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director of the Company, and the candidate’s consent to be named as a director if selected by the NomGov Committee and nominated by the Board.
The NomGov Committee may require additional information as it deems reasonably required to determine the eligibility of the director candidate to serve as a member of the Board.
The stockholder recommendation and information described above must be sent to the chair of the NomGov Committee in care of the Corporate Secretary at Robinhood Markets, Inc., 85 Willow Road, Menlo Park, CA 94025. For a candidate to be considered by the NomGov Committee for nomination to the Board at an upcoming annual meeting, a stockholder recommendation must be received by the Corporate Secretary not less than 120 days prior to the anniversary date of the Company’s most recent annual meeting of stockholders.
The NomGov Committee’s evaluation process does not vary based on the source of a recommendation of a candidate, although, as stated above, in the case of a candidate recommended by a stockholder, the Board may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.
Proposal 1 — Election of Directors
43


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Corporate
Governance


Corporate
Governance
Our Charter, which provides for dual class stock and a classified board as described below, was approved in March 2021 by the pre-IPO Board and by pre-IPO stockholders and took effect immediately prior to the completion of the IPO on August 2, 2021. As discussed below, our classified board will automatically sunset at our 2024 annual meeting and our dual class stock will automatically sunset 15 years after the IPO.
Stockholder Structure
Dual Class Stock
Our Charter provides for two classes of voting common stock: Class A with one vote per share and Class B with ten votes per share. Class A is publicly traded on Nasdaq; Class B is privately held by our Founders and their related entities (including estate planning vehicles). The holders of our Class A shares and Class B shares vote together as a single class on all matters submitted to a stockholder vote, unless otherwise required by our Charter or applicable law. They will vote together as a single class on all proposals at the annual meeting. Class B shares are convertible into Class A shares on a one-for-one basis and, if not earlier converted, all Class B shares will automatically convert into Class A shares on August 2, 2036, which is the fifteenth anniversary of our IPO closing date. For further information regarding our classes of stock, see “Description of Robinhood Securities Registered Under Section 12 of the Exchange Act” filed as Exhibit 4.3 to our 2021 Form 10-K.
Founders’ Voting Agreement
Our Founders (Mr. Tenev and Mr. Bhatt) and some of their related entities have entered into a voting agreement, as described in more detail under “Other Matters—Voting Agreements” elsewhere in this proxy statement. The parties to that agreement have agreed, among other things, (a) to vote all of their shares of common stock in favor of the election of each Founder to, and against the removal of each Founder from, our Board and (b) to vote together in
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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.
the election of other directors generally, subject to deferring to the decision of the NomGov Committee in the event of any disagreement between the Founders. As of the annual meeting record date, parties to this agreement control approximately 63 percent of the total outstanding voting power of our common stock. Therefore, the Founders will be able to determine the outcome of the election of directors and, if the Founders vote together on other matters, to determine the outcome of all other matters submitted to a vote at the annual meeting.
Board Structure
Classified Board and Sunset
Our Charter provides for our Board to be divided into three classes (Class I, Class II and Class III). Our directors are divided among the three classes as follows:
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the Class I directors are Paula Loop, Dara Treseder, and Robert Zoellick, and their current terms will expire at this year’s annual meeting and stockholders will be voting at the 2022 annual meeting to re-elect them to hold office until the 2024 annual meeting of stockholders;
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the Class II directors are Frances Frei, Meyer Malka, and Scott Sandell, and their terms will expire at the 2023 annual meeting of stockholders; and
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the Class III directors are Baiju Bhatt, Jonathan Rubinstein, and Vladimir Tenev, and their terms will expire at the 2024 annual meeting of stockholders.
Our Charter provides that the first term of office of the Class I directors expires at the 2022 annual meeting and, if re-elected at the 2022 annual meeting, the Class I directors’ term of office will expire at the 2024 annual meeting. The first term of office of the Class II directors expires at the 2023 annual meeting of stockholders, and at such annual meeting the Class II directors will be re-elected for terms to expire at the 2024 annual meeting. The first term of office of the Class III directors expires at the 2024 annual meeting of stockholders. Commencing with the 2024 annual meeting of stockholders and at all subsequent annual meetings of stockholders, our Board will be fully declassified so that at and after such meeting, all directors will be elected for one-year terms and will be up for election at each successive annual meeting.
45


Board Leadership Structure
Our Co-Founder and CEO, Vladimir Tenev, also serves as the chair of our Board. Our Board believes his leadership and commitment to advancing our mission are important to achieving our strategic growth objectives. The Board believes that the Company and our stockholders benefit from Mr. Tenev’s deep understanding of our business and culture, as well as his detailed and in-depth knowledge of the issues, opportunities, and challenges facing the company and its business. Mr. Tenev’s combined role enables strong leadership and strategic vision, creates clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to stockholders. At the same time, we have assembled a highly qualified group of independent directors with a diversity of perspectives and expertise to provide oversight and guidance to our management team. Our corporate governance guidelines provide that one of our independent directors will serve as the Lead Independent Director at any time when the chair of our Board is a member of management or is otherwise not independent, and our Board has appointed Jonathan Rubinstein to serve as our Lead Independent Director. 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. In addition, our independent directors provide strong independent leadership for each of our committees.
As Lead Independent Director, Mr. Rubinstein:
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.
Committees of the Board
The Board has four standing committees, all of which were formed effective August 2, 2021, concurrently with the closing of our IPO:
Aan Audit Committee (the “Audit Committee”);
NCGa Nominating and Corporate Governance Committee (the “NomGov Committee”);
PCa People and Compensation Committee (the “People Committee”); and
SRRa Safety, Risk and Regulatory Committee (the “Safety Committee”).

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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 current chair and members of each standing committee are listed below, along with the number of times each committee met during 2021 (subsequent to each committee’s establishment on August 2, 2021 in connection with the IPO):
Committees
Name
Audit
Nominating
and Corporate Governance
People and Compensation
Safety, Risk and Regulatory
Frances Frei
Paula Loop
CHAIR
Meyer Malka
Jonathan Rubinstein
CHAIR
Scott Sandell
CHAIR
Dara Treseder
Robert Zoellick
CHAIR
2021 Meetings (post-IPO)
4
2
2
2
MemberCHAIRChair




The Board also forms special committees and subcommittees from time to time. During 2021 the Board formed a special IPO Pricing Committee, which met twice in connection with our IPO.
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Robinhood     2022 Proxy Statement


Audit Committee
Members
Paula Loop CHAIR
Frances Frei
Robert Zoellick
Meetings in 2021: 4
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.
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; and
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.
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.
People and Compensation Committee
Members
Scott Sandell CHAIR
Frances Frei
Jonathan Rubinstein
Dara Treseder
Meetings in 2021: 2
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.
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;
at least annually reviewing management’s assessment of major risk exposures associated with our compensation programs, policies and practices and the mitigation thereof; and
periodically review reports with respect to the Company’s strategies, policies and/or efforts related to pay equity and human capital management.
The People Committee is also responsible for reviewing and discussing with management the Company’s Compensation Discussion and Analysis and, based on such discussion, making a recommendation to the Board on whether the Compensation Discussion and Analysis should be included in the Company’s proxy statement and/or Annual Report on Form 10-K. The People Committee approves the People and Compensation Committee Report for inclusion in the Company’s proxy statement and/or Annual Report on Form 10-K.
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.

Corporate Governance
47


Nominating and Corporate Governance Committee
Members
Jonathan Rubinstein CHAIR
Scott Sandell
Dara Treseder
Meetings in 2021: 2
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.
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;
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 any ESG, corporate social responsibility or sustainability report;
recommending to our Board corporate governance principles applicable to the Company, and annually reviewing and making appropriate recommendations to our Board for revisions to the Corporate Governance Guidelines; and
advising our Board on other Board composition and corporate governance matters, including recommendations to our Board with respect to our Board size and the structure and composition of our Board committee.
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.
Safety, Risk and Regulatory Committee
Members
Robert Zoellick CHAIR
Paula Loop
Meyer Malka
Meetings in 2021: 2
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.
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 framework, infrastructure, and controls implemented by management to help identify, assess, manage and monitor material risks;
reviewing management’s exercise of its responsibility to identify, assess and manage material risks not allocated to the Board or another committee, including, for example, data privacy, cybersecurity, business continuity, liquidity and capital adequacy, new product risk and compliance with financial regulations;
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; and
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.
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.
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Robinhood     2022 Proxy Statement


Director Engagement
Meetings of the Board and Director Attendance
Overall Attendance at Board and Committee Meetings
During 2021, the Board held 21 meetings and committees held 12 meetings. During 2021, each incumbent director attended at least 75 percent of the aggregate of the total number of meetings of the Board and of the committees on which he or she served, held during the portion of the year for which he or she was a director or committee member.
Executive Sessions
Independent directors of our Board meet in regularly scheduled sessions without management. The Lead Independent Director chairs the executive sessions of the independent directors.
Policy for Director Attendance at Annual Meetings of Stockholders
It is the Company’s policy that directors are invited and encouraged to attend the annual meeting of stockholders. This annual meeting will be our first annual meeting of our stockholders as a public company.
Director Education and Orientation Program
The Company provides an orientation and continuing education process for Board members to enable them to stay current on developments related to their Board and committee service. Educational opportunities may include seminars, presentations, relevant materials, meetings with key management, and/or visits to Company facilities. The NomGov Committee is responsible for reviewing the Company’s programs relating to director orientation and continuing education from time to time.
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 EducationThe Company provides quarterly updates on continuing education opportunities and will reimburse Board members for the cost of any programs Board members attend.
Beyond the BoardroomThroughout 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.
Board and Committee Evaluations
Under our Corporate Governance Guidelines, our Board and each committee is required to conduct an annual performance assessment. These assessments are intended to facilitate an examination and discussion by the Board and each committee of, among other matters, its effectiveness as a group in fulfilling its charter requirements and other responsibilities, its performance, and opportunities for improvement. The NomGov Committee will oversee the format and framework for each annual assessment and will utilize the results of the assessment process in recommending the characteristics and critical skills required of prospective candidates for election to the Board and making recommendations to the Board with respect to assignments of Board members to various committees.
CEO Evaluation
Our People Committee is responsible for annually reviewing the performance of our CEO. The People Committee initiated the evaluation process at the end of 2021 by discussing areas of focus with our Lead Independent Director, including our CEO’s development of Robinhood’s vision and strategy and his communication of the vision, execution against strategy, and leadership and team-building, with respect to both the executive team and the Board. Once these key areas were identified, our Lead Independent Director held confidential meetings with each director as well as with senior executives where he solicited feedback on those areas of focus. Our Lead Independent Director also met with our CEO to discuss his self-assessment of his performance and achievements. Following those meetings, the consolidated feedback was provided by our Lead Independent Director to our CEO and discussed with the Board in executive session.
Corporate Governance
49


Key Areas of Board Oversight
Oversight of Risk Management
Our Board plays an active role in overseeing management of our risks. The Board’s committees assist the Board in risk oversight by addressing specific matters within the purview of each committee.
Board of Directors
Regularly reviews the Company’s strategy and management of associated risks,
including being informed of risks through committee reports
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Audit
Committee
Oversees our financial,
reporting, and disclosure
risks
NomGov
Committee
Oversees our corporate governance framework and ESG strategy and reporting efforts
People
Committee
Oversees risks relating to executive compensation plans and arrangements and human capital management
Safety
Committee
Oversees our enterprise risk management and regulatory compliance programs as well as management of material risks not allocated to the full Board or another committee
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Management
Responsible for day-to-day risk management processes
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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
Financial Compliance
Establishes and maintains the company’s 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 principles for identifying, measuring, and monitoring the risks of the Company and its subsidiaries thus facilitating informed risk-based decisions
While each Board committee is responsible for evaluating and overseeing the management of certain risks, our full Board is regularly informed of such risks through committee reports and otherwise. Subject to Board oversight, management is responsible for our day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing our risks and our Board leadership structure supports this approach.
Succession Planning
The Board is responsible for maintaining a robust process for the succession of directors that is aimed at retaining an appropriate balance with respect to the expertise, experience, and diversity on the Board. For more details on what the NomGov Committee and Board considers in connection with director candidates, see page 42. In addition, in light of the critical importance of executive leadership to the success of the Company, the Board is responsible for working with senior management to ensure that effective plans are in place for management succession and, as part of that process, the CEO reports to the Board or a relevant committee from time to time on succession planning matters.
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What is succession planning? Companies benefit from being able to move swiftly in times of change, and succession planning prepares companies for changes among executives and personnel. The Board is responsible for this planning at the director and CEO level and oversees it at other executive levels. Management is responsible for lower-level succession planning.
50
Robinhood     2022 Proxy Statement


Human Capital Management
Attracting, developing, and retaining diverse talent is critical to delivering on our mission. We strive for our workforce to reflect our customer base and communities everywhere. The People Committee provides oversight for the Company’s strategies, policies and/or efforts related to pay equity and human capital management.
Attracting Talent
Robinhood employees are the heart of our mission. We offer a wide range of benefits designed to ensure Robinhood employees are supported in and outside of work, 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.We’re proud to be recognized as a great place to work by the following organizations
image2504394_1-bgxwhitea.jpg
Certified as a ‘Great Place to Work®’ in the U.S. in 2021
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Built In “Top Startups” for San Francisco and Colorado (Jan. 2021)
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Glassdoor Best
Place to Work
in 2021
Growth, Motivation, Retention
Learning and Development
The professional development of our people is essential to the growth of our business. We aim to empower every Robinhood employee to reach their full potential. We invest in learning that develops job-specific skills and interpersonal and leadership capabilities.
Our efforts include
offering sessions for all employees on critical topics including giving and receiving feedback, how to run a successful one-on-one meeting, managing remote-working relationships and self-led career development, to name a few;
offering role-specific training, particularly for customer support associates;
offering a variety of formal and informal development opportunities to our managers;
continuously building required training content and processes to ensure we protect our customers, employees, and the company by making compliance everyone’s job; and
providing opportunity to drive career development and education through our Employee Resource Groups (“ERGs”).
Employee Engagement
We seek to champion a culture that is open and honest. During our weekly all-hands meetings, every employee has the opportunity to ask a question to our senior leadership. To ensure we provide a rich experience for our employees, we measure employee sentiment on organizational culture, inclusion, and engagement and act on it to ensure our talent is engaged in our future success.
Why should investors care about human capital management? Human capital includes all of a workforce’spg51_callouta.jpgor a person’s training, skills, creativity, and other intangibles that make them productive and able to contribute to our business success. In a business that relies heavily on human capital, it is important to manage these elements effectively to enable continued growth.
Corporate Governance
51


Inclusion, Equity & Belonging (“IEB”)
Prioritizing an inclusive and equitable culture that attracts, motivates and retains diverse talent within our workplace is critical to delivering on our mission. As our customer base is incredibly diverse, we are building a company that will meet their needs. In February 2021, we hired a VP of IEB to drive our progress in this area and expand our IEB initiatives.
At Robinhood, inclusivity is core to our culture, and we seek to create an environment where all viewpoints are welcome. We strive to do this in four distinct ways:
ensuring our workplace culture is accessible and respectful;
broadening the diversity of our workforce at all levels;
effectively serving non-traditional investors; and
increasing financial literacy among underserved communities.
We value each of our employees, and their unique contributions as we build our company together.
As of April 5, 2022, approximately 60 percent of our employees are members of at least one of the following Robinhood ERGs led by members and allies who join together to support an inclusive workplace. Robinhood ERGs include: Asianhood, Black Excellence, Divergent, Latinhood, Parenthood, Rainbowhood, Sisterhood, Women in Tech, and Veterans at Robinhood. In addition to providing a supportive, safe space for many employees, Robinhood ERGs support specific business objectives that include recruiting, employee engagement, marketing and more.
We also utilize ERGs to welcome prospective employees through our Robinhood Ambassadors program. Employees are available to speak to candidates who want to learn more about working at Robinhood. This is one way we work to make Robinhood an inclusive workplace, and help our candidates feel a sense of belonging before they get here.
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Robinhood
Black Excellence
a53_06a.jpg
Robinhood
Latinhood
a53_08a.jpg
Robinhood
Parenthood
a53_10a.jpg
Robinhood
Asianhood
a53_12a.jpg
Robinhood
Veterans
Environmental, Social and Governance
Our mission is to democratize finance for all—and the goal of our ESG program is to help build a company you can be proud to invest with. We were proud to launch our first ESG report within two months of becoming a public company to deliver on this goal. Every day, we work to build products that create a more equitable world—for our customers, employees, and society as a whole.
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What is ESG and why is it important? In the business context, ESG is the idea that environmental, social, and governance risks and opportunities are embedded into decision making along with financial considerations to create shared value. Integrating ESG into a business is not only the right thing to do, but can also help businesses to achieve long term, sustainable performance.
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Robinhood     2022 Proxy Statement


Delivering on our Mission
Building for All of Our Customers
We are creating a modern financial services platform for everyone. Systemic barriers to investing, like expensive commissions, minimum balance requirements, and complicated, jargon-filled paperwork have dissuaded millions of people from feeling welcome or able to participate. Robinhood has set out to change this.
2M+
Customers signed up for the crypto wallets waitlist, and were given access to wallets in early April 2022.

23IPOs
Robinhood has partnered with 23 companies that have made their IPOs available to our customers through April 5, 2022.
38issuers
Utilize our Say Connect platform, giving customers direct access to management teams, as of April 5, 2022.
Access and Inclusion
Robinhood was founded on the belief that everyone should be able to participate in our financial system, regardless of wealth, income, or background. We’ll continue to champion financial empowerment in all forms, and encourage those previously overlooked to take their first steps into the market.
22.7M
Robinhood Net Cumulative Funded Accounts (as of December 31, 2021).

>50%
Percentage of new 2021 Robinhood users who self-identify as first-time investors.

>1/3
Customers on the platform are women (estimate based on 2021 survey*).

Education
Education is core to accomplishing our mission. We believe access to easy-to-understand investment information and education is fundamental to expanding participation in the U.S. financial system. That’s why we create educational content for everyone, no matter where they are on their investing journey.
9.8M
Number of web page views for educational articles on learn.robinhood.com in 2021.
41M+
Snacks newsletter subscribers as of the fourth quarter of 2021. 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.



*Please see the Appendix in this proxy statement for additional information.
Corporate Governance
53


Customer Support
Our radical customer focus means we exist to make customers happy. We are heavily investing in customer support in an effort to deliver the best possible experience to our customers, and we are committed to continuously improving our support functions as we scale. That’s why we launched 24/7 live phone support, giving customers the ability to get phone support at any time and on any topic. Robinhood was the first major crypto platform to provide 24/7 phone support.
Governing Responsibly
Robust governance and risk oversight systems ensure that we operate ethically and serve our stakeholders responsibly. We have expanded our Board to include six new independent directors in 2021 and 2022, including three prior to our IPO and three after the completion of our IPO. We are committed to having a Board that is diverse across professional and personal characteristics, as described on pages 29-31. The NomGov Committee oversees ESG disclosure and advises on strategy and related policies.
Operating Sustainably
We’ve started on a systematic effort to evaluate, quantify, and explore how to improve our environmental footprint. As a first step, in 2020, we worked with a third party consultant to undertake a greenhouse gas emissions study, in accordance with the Greenhouse Gas Protocol, using our 2019 fiscal year as a baseline. As we build on this initial assessment, it is our intention to develop an emissions reduction strategy and set goals, to take action to address our impact, and to continue reporting our progress. Our early efforts include:
Our offices have energy efficient LED and motion-sensor lighting and walkable campuses, and we provide a variety of incentives to encourage public transportation, bicycles and electric vehicles.
We primarily employ third party cloud infrastructure, along with a few co-located servers within third party data centers, to run our operations. We don’t own or operate any data centers. Our cloud providers have made or met carbon neutrality commitments.
We apply waste reduction strategies, and reduce our water use through low flow toilets, water filling stations and less water intensive plants and landscaping. We recycle and compost at our executive campus.
To learn more about our programs, goals, and progress on ESG matters, visit our ESG website — esg.robinhood.com — and read our ESG report.
Other Governance Policies and Practices
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines to establish the basis for the corporate governance of the Company and to comply with applicable law and the corporate governance listing standards of the Nasdaq Stock Market. The Corporate Governance Guidelines set our Board’s policy with respect to, among other things, conduct of Board meetings, director qualifications and tenure, Board diversity, term limits, director stock ownership requirements, leadership development, and succession planning. The Corporate Governance Guidelines can be found on the Corporate Governance section of the Company’s Investor Relations website at investors.robinhood.com/governance.
Code of Conduct
Our Board has adopted a Code of Conduct that applies to all of our officers, directors, employees and contingent workers, including our CEO, Chief Financial Officer, and other executive and senior officers. The Board has also adopted a Code of Ethics for Senior Financial Executives. The full text of both our Code of Conduct and our Code of Ethics for Senior Financial Executives is available on the Corporate Governance section of the Company’s Investor Relations website at investors.robinhood.com/governance. We will promptly disclose any future amendments to either the Code of Conduct or the Code of Ethics for Senior Financial Executives, as well as any waivers under either code, on our investor relations website or in a current or periodic report filed with the SEC within four days of the amendment or waiver.
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Robinhood     2022 Proxy Statement


Policy Against Hedging and Pledging
The Company recognizes that hedging against losses in Company shares could disturb the alignment between stockholders and executives that the Company’s stock ownership policy and equity awards are intended to build. As a matter of Robinhood policy, all employees of, members of the Board of, members of the boards of managers of, and officers of, Robinhood and their family members and their controlled entities (together, “covered persons”) are prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), 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 all securities that Robinhood 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) as well as any derivative financial instruments pertaining to Robinhood’s securities, whether or not issued by Robinhood, such as options and forward contracts as well as any such securities issued by Robinhood Markets, Inc. or any subsidiary of Robinhood Markets, Inc. In addition, covered persons are not permitted to hold or trade in derivative securities related to our securities, such as put and call options or forward transactions. Restricted stock units (“RSUs”), employee stock options, and other derivative securities granted to insiders under our equity incentive plans are excluded from this rule (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 Robinhood 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, or 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 shall 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, solicitations, or promotions of a product or service and that are not patently offensive shall 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
Pre-IPO
Prior to our IPO, we did not have a formal non-employee director compensation program. None of our non-employee directors were paid any cash compensation for their service as directors prior to the IPO. In connection with joining our Board prior to the IPO, Mr. Rubinstein, Mr. Zoellick, and Ms. Loop were granted RSUs in respect of 72,446, 36,223 and 36,223 shares of our Class A common stock, respectively, which are scheduled to vest over four years following the grant date in equal quarterly installments, subject to the director’s continued service with Robinhood through each scheduled vesting date. Mr. Rubinstein’s grant amount differed from those of Mr. Zoellick and Ms. Loop because he was recruited to serve as our Lead Independent Director and in recognition of the additional responsibilities relating to that position.
Post-IPO
In connection with our IPO, the Board surveyed director compensation arrangements at our peer group companies with the assistance of our independent compensation consultant, Pay Governance, and adopted a Non-Employee Director Compensation Program. The Non-Employee Director Compensation Program specifies the compensation paid to our non-employee directors following the IPO and is intended to attract and retain, on a long-term basis, exceptional directors. We intend to periodically evaluate our Non-Employee Director Compensation Program as part of our regular review of our overall compensation program and strategy.
Corporate Governance
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Under our Non-Employee Director Compensation Program, each non-employee director receives cash and equity compensation for service on our Board. Each non-employee director is entitled to receive an annual cash retainer fee of $50,000, payable quarterly in arrears. In addition, the non-executive chair of our Board, Lead Independent Director, committee chairs, and committee members are entitled to receive annual cash retainers, payable quarterly in arrears, as shown below:
Director Retainer
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Other Retainers
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Committee Retainers
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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 equity in lieu of cash will automatically be granted a number of shares or RSUs, as applicable, each quarter equal to the amount of his or her quarterly retainer divided by the closing price per share of our Class A common stock on the grant date, which is generally the last day of the calendar quarter for which the retainer would otherwise have been paid.
Each person who becomes a non-employee director following our IPO 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 following the effective date of the Non-Employee Director Compensation Program, 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.
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Robinhood     2022 Proxy Statement


Director Compensation Table
The following table presents fiscal year 2021 compensation information for Robinhood’s non-employee directors who served during any part of the year. Robinhood’s two employee directors during 2021, Mr. Tenev and Mr. Bhatt, received no additional compensation for their service on the Board.
Name
Fees Earned or
Paid in Cash
($)(1)
Stock
Awards
($)(2)(3)
All Other
Compensation
($)(4)
Total
($)
Current Directors:
Frances Frei(5)
361,275
361,275
Paula Loop(6)
34,490
1,499,994
1,153
1,535,637
Jonathan Rubinstein(7)
3,039,997
1,153
3,041,150
Scott Sandell(8)
32,431
32,431
Dara Treseder(9)
10,526
361,220
371,746
Robert Zoellick(10)
33,043
1,499,994
1,153
1,534,190
Former Directors:
Jan Hammer(11)
(1)Represents amounts paid in respect of Board service in 2021. Cash amounts differ, in part, because some directors elected pursuant to our 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 RSU awards 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 2021 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 12 to our consolidated financial statements—“Mezzanine Equity, Common Stock and Stockholders' (Deficit) Equity—Equity Incentive Plans.”
(3)Unvested RSUs at Year-End. The number of unvested RSUs held on December 31, 2021 by each person listed in the table above was as follows:
Frances Frei: 10,084 unvested RSUs
Paula Loop: 33,960 unvested RSUs
Jonathan Rubinstein: 63,391 unvested RSUs
Scott Sandell: 0 unvested RSUs
Dara Treseder: 10,365 unvested RSUs
Robert Zoellick: 31,696 unvested RSUs
Jan Hammer: 0 unvested RSUs
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, 2021 by each person listed in the table above, if applicable, was as follows:
Jonathan Rubinstein: 1,757 vested but unpaid RSUs
Scott Sandell: 1,392 vested but unpaid RSUs
(4)Amounts presented in the “All Other Compensation” column for Ms. Loop, Mr. Rubinstein, and Mr. Zoellick consist of payment by the Company of legal fees incurred for their benefit in connection with their onboarding in the second quarter of 2021 in the aggregate amount of $3,460 (or $1,153 each).
(5)Professor Frei joined the Board on November 15, 2021 and on that day automatically received under our Non-Employee Director Compensation Program (a) an initial award of 6,435 RSUs, which had a grant date fair value of $224,968, and (b) a pro-rated annual award of 3,649 RSUs, which had a grant date fair value of $127,569. Professor Frei also elected to receive her quarterly Board and committee fees for 2021 in the form of stock in lieu of cash. Accordingly, we granted Professor Frei an award of 492 fully vested shares on December 31, 2021, which had a grant date fair value of $8,738.
(6)Ms. Loop joined the Board on June 17, 2021 and on that day was granted an initial award of 36,223 RSUs, which had a grant date fair value of $1,499,994.
(7)Mr. Rubinstein joined the Board on May 28, 2021 and on that day was granted an initial award of 72,446 RSUs, which had a grant date fair value of $2,999,989. Mr. Rubinstein also elected to receive his quarterly Board and committee fees for 2021 (post-IPO) in the form of RSUs in lieu of cash. Accordingly, we granted Mr. Rubinstein an award of 362 RSUs on September 30, 2021, which had a grant date fair value of $15,233, and an award of 1,395 RSUs on December 31, 2021, which had a grant date fair value of $24,775.
Corporate Governance
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(8)Mr. Sandell elected to receive his quarterly Board and committee fees for 2021 (post-IPO) in the form of RSUs in lieu of cash. Accordingly, we granted Mr. Sandell an award of 317 RSUs on September 30, 2021, which had a grant date fair value of $13,339, and an award of 1,075 RSUs on December 31, 2021, which had a grant date fair value of $19,092. Mr. Sandell was originally elected to the Board in the years prior to the IPO as a representative of New Enterprise Associates (“NEA”), a venture capital firm with investments in the Company, and receives compensation, secondary indemnification, and liability insurance coverage from NEA pursuant to pre-existing arrangements.
(9)Ms. Treseder joined the Board on November 1, 2021 and on that day automatically received under our Non-Employee Director Compensation Program (a) an initial award of 6,456 RSUs, which had a grant date fair value of $224,992, and (b) a pro-rated annual award of 3,909 RSUs, which had a grant date fair value of $136,229.
(10)Mr. Zoellick joined the Board on May 28, 2021 and on that day was granted an initial award of 36,223 RSUs, which had a grant date fair value of $1,499,994.
(11)Mr. Hammer waived any compensation from Robinhood for his Board service. He resigned from the Board effective December 31, 2021. Mr. Hammer was originally elected to the Board in the years prior to the IPO as a representative of Index Ventures (“Index”), a venture capital firm with investments in the Company, and received compensation from Index pursuant to pre-existing arrangements.
Director Stock Ownership Guidelines
The Board has adopted stock ownership guidelines for our non-employee directors. The stock ownership requirements established by the Board provide that each non-employee director should own at least a specified amount of Robinhood Stock or other Qualifying Equity Securities (as defined below). Under the policy, the ownership requirement for non-employee directors is as follows:
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What are stock ownership guidelines and why do companies have them? These require directors and/or management to maintain minimum levels of stock ownership in the company—this guides directors to think like owners and helps align their interests with stockholder interests.
The policy sets the ownership guideline at five times the annual Board cash retainer, or $250,000 in 2022 based on the Board’s current annual cash retainer of $50,000.
“Qualifying Equity Securities” include common stock of the Company and vested RSUs or performance units held by the director or any immediate family members living in his or her household or by a trust under which he or she or such immediate family member is a beneficiary. Compliance with this policy is assessed at the end of each fiscal year and is measured based on the average closing price of the Company’s Class A common stock over the last twenty (20) trading days of such year. Each non-employee director has five years from the later of (a) the date he or she joined the Board or (b) the date of the IPO to satisfy the stock ownership obligation. The stock ownership guidelines promote stockholder alignment and will be periodically evaluated by the People Committee. As of the end of 2021:
Mr. Rubinstein has satisfied the non-employee director ownership guidelines; and
Professor Frei, Ms. Loop, Mr. Sandell, Ms. Treseder, and Mr. Zoellick will each be required to satisfy the non-employee director ownership guidelines by the deadline described above.
The Company’s stock ownership policy for executive officers is described in the section “Executive Compensation—Compensation Discussion and Analysis—Stock Ownership Guidelines.”
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Robinhood     2022 Proxy Statement


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Executive Officers



Executive Officers
Executive officers are elected by and serve at the discretion of the Board.
The names of our current executive officers, their ages as of May 2, 2022, and their positions with the Company are set forth in the table below, followed by certain other information about them:
pg60_callouta.jpgWhat is an executive officer? This is a term of art defined by the Securities and Exchange Commission and covers a company’s president and any vice president in charge of a principal business unit, division or function (e.g. sales, administration or finance), and any other person who performs a policy making function.
Name
Age
Position
Vladimir Tenev
35
Co-Founder, Chief Executive Officer, President, and Director
Baiju Bhatt
37
Co-Founder, Chief Creative Officer, and Director
Aparna Chennapragada
45
Chief Product Officer
Daniel Gallagher
49
Chief Legal, Compliance, and Corporate Affairs Officer
Gretchen Howard
49
Chief Operating Officer
Jason Warnick
50
Chief Financial Officer
Please refer to “Proposal 1—Election of Directors—Biographical Descriptions: Continuing Directors” for information on Mr. Tenev and Mr. Bhatt.
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Aparna Chennapragada has been our Chief Product Officer since April 2021. Prior to joining Robinhood, Ms. Chennapragada was a Vice President at Google Inc., a technology company, where she held various positions over 12 years from July 2008 to April 2021. Most recently, Ms. Chennapragada led consumer shopping platforms and experiences across Google. She also drove Google’s visual search and augmented reality efforts, served as Senior Director and Technical Assistant to the CEO, led Google Now, and worked on many areas in Google Search and YouTube. Ms. Chennapragada previously served on the board of directors of Capital One, a banking corporation, from March 2018 to March 2021. Ms. Chennapragada holds an M.S. in Management and Engineering from the Massachusetts Institute of Technology, an M.S. in Computer Science from the University of Texas at Austin, and a B.Tech in Computer Science from the Indian Institute of Technology, Madras.
Aparna Chennapragada
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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
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Robinhood     2022 Proxy Statement


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Gretchen Howard has been our Chief Operating Officer since July 2019 and served as our Vice President of Operations from January 2019 to July 2019. Prior to joining Robinhood, Ms. Howard was a Partner with CapitalG, the private equity fund of Google Inc., a technology company, from 2014 to 2019. Before CapitalG, Ms. Howard held various positions at Google, including as the co-site lead of Google’s San Francisco office and as a Managing Director of Sales & Business Operations. Prior to joining Google in 2006, Ms. Howard served as Vice President of Market Development and Field Sales for Fidelity Investments, an investment management company, from 2002 to May 2006. She started her career working in consulting, helping companies implement new technology strategies. Ms. Howard has served on the boards of directors of Macondray Capital Acquisition Corp I, a special purpose acquisition company, since June 2021, and AllTrails, LLC, a private mobile app developer for outdoor fitness, since March 2020, as well as on the board of trustees of Williams College, since July 2018. Ms. Howard holds an M.B.A. from Harvard Business School and a B.A. from Williams College.
Gretchen Howard
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Jason Warnick has been our Chief Financial Officer since December 2018. Prior to joining Robinhood, Mr. Warnick worked at Amazon.com, Inc., 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
Executive Officers
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Executive Compensation
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (“CD&A”) describes our 2021 compensation program for our NEOs. As described below under “2021 Compensation Context,” compensation decisions relating to our NEOs and discussed in the CD&A primarily occurred prior to our IPO, at which time our executive compensation program was overseen by our pre-IPO Board. Following the IPO, our Board established its People Committee, which now oversees our executive compensation programs.
Named Executive Officers
Our NEOs for 2021 are:
Vladimir Tenev, Co-Founder, Chief Executive Officer, and President;
Baiju Bhatt, Co-Founder and Chief Creative Officer;
Jason Warnick, Chief Financial Officer;
Aparna Chennapragada, Chief Product Officer;
Gretchen Howard, Chief Operating Officer; and
Christina Smedley, Former Chief Marketing and Communications Officer.

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What is a named executive officer or NEO? NEOs are the executives whose compensation is described in the company’s proxy statement. These individuals are a company’s CEO, CFO, and the other three most highly paid executive officers. NEOs also include up to two former executives who departed during the year if they were paid more than the lowest of the other three executive officers.
Mr. Tenev and Mr. Bhatt co-founded Robinhood in 2013 and we sometimes refer to them as our “Co-Founders.” We refer to the other executives above as “non-founder NEOs.” Ms. Smedley served as our Chief Marketing and Communications Officer until September 2021 and separated from the Company in January 2022.
2021 Business Highlights
Net Cumulative Funded Accounts (“NCFA”)Total Net Revenues
Over 10 million net funded accounts added in 2021
22.7 million NCFA at year-end 2021
81% growth in 2021 compared to prior year
$1.8 billion in total net revenues for 2021
89% growth in 2021 compared to prior year
Robinhood had a momentous year in 2021, nearly doubling the number of customers on our platform, making critical investments in our team and infrastructure to support long-term growth, rolling out key products and services, and achieving the milestone of becoming a publicly-traded company in July 2021. As described below, these achievements not only contribute to our Company’s growth and position us to generate value for our stockholders, but support and advance our mission to democratize finance for all.
We are proud to have added over 10 million net funded accounts to Robinhood in 2021, with over half of those customers new to investing. We experienced tremendous growth from unprecedented market volatility in January and a Dogecoin rally in April, resulting in record revenues in the first and second quarters of 2021.
The Company experienced reputational harm when we had to restrict customers’ ability to buy certain stocks (including GameStop Corp. and AMC Entertainment Holdings, Inc.) temporarily in January 2021 to ensure we could continue meeting clearinghouse deposit requirements (the “Early 2021 Trading Restrictions”). These temporary trading restrictions impacted some of our customers, and we have taken action to earn back their trust, including by rolling out 24/7 live phone support as described below. We have also invested in system reliability and taken steps to strengthen our business resilience to ensure we can keep serving customers at scale.
In February 2021 we raised $3.5 billion through an issuance of convertible notes and are now strongly capitalized, with Robinhood Securities’ regulatory net capital position at $2.8 billion at the end of 2021, well in excess of the clearinghouse deposit requirements that triggered the trading restrictions.
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Robinhood     2022 Proxy Statement


After our record growth in the first half of 2021, we finished the year with 22.7 million net cumulative funded accounts and $1.8 billion in annual revenue, up 81 percent and 89 percent year-over-year, respectively.
During 2021 we also made significant progress on key strategic initiatives, including investing heavily in our platform which has increased our service reliability and uptime. We also made huge strides in customer service, including the launch of 24/7 live phone support for all logged-in users, giving customers the ability to get phone support at any time and on any topic. We more than doubled the size of our team, including in important areas like engineering, product, customer service, and compliance. These investments have firmed up the foundations of our Company, improving the customer experience and putting ourselves in a strong position to accelerate future growth.
We also delivered on key product developments in 2021 that bolster our long-term growth opportunities and advance our mission, including:
Rolling out a test program for crypto wallets, which we delivered to all customers in early 2022;
Launching Crypto Gifts and recurring crypto investments;
Introducing IPO Access, which allows everyday investors at Robinhood the chance to participate in IPOs at the IPO price;
Helping to give customers a voice with the companies they invest in through the acquisition of Say Technologies and the integration of its Q&A platform into the Robinhood app;
Introducing first trade recommendations, which helps new customers who have yet to place a trade get started with a diversified ETF portfolio based on their risk profile and investment objectives; and
Launching support for inbound transfers through the Automated Customer Account Transfer Service (“ACATS”) at the end of the year to a small set of customers, and gradually expanding its availability to all customers in 2022.
We’re making great progress on our mission to democratize finance for all, and we look forward to continuing to deliver on our mission in 2022 and beyond.
2021 Executive Compensation Highlights
Context for 2021 Compensation Decisions
We became a publicly traded company upon our IPO in the third quarter of 2021. As a result, the majority of executive compensation decisions for 2021 were made by our pre-IPO Board in view of the Company’s strategic and growth objectives for the year both leading up to and following our IPO. The discussion of compensation decisions for 2021 that follows in this CD&A largely reflects decisions made prior to our IPO by the Board at the time, including the independent directors on our pre-IPO Board, namely Mr. Sandell and Mr. Hammer (the “Pre-IPO Independent Directors”). Following the IPO, our Board established its People Committee, which oversaw all 2021 compensation decisions following the IPO and continues to oversee our executive compensation programs.
Laying a Foundation for Growth
Given the stage of our growth and our IPO during 2021, compensation decisions made for 2021 included several non-recurring compensation actions designed both to strengthen our foundation for future success and to incentivize our leaders to achieve significant long-term stock-price growth, directly aligning their interests with those of our stockholders.
Granted market-based awards to our Co-Founders to incentivize ambitious long-term stock price growth: As discussed below under “Market-Based PSU Awards for Our Co-Founders,” the Pre-IPO Independent Directors made a strategic decision to grant performance-based equity with a series of payout structures that will incentivize our Co-Founders to achieve ambitious long-term stock price growth.
Reduced Co-Founder cash compensation to more heavily emphasize equity compensation: The Pre-IPO Independent Directors agreed with a suggestion from our Co-Founders to reduce the Co-Founders’ salaries from $400,000 to $34,248 each, reflecting the median wage for individuals in the United States (as reported by the Social Security Administration for 2019, the most recent year for which data was available when this decision was made).
Recruited our Chief Product Officer: In April 2021, our Chief Product Officer, Aparna Chennapragada, joined us. To incentivize her to join the Company and account for forfeited compensation at her prior role, we offered Ms. Chennapragada a $1.0 million sign-on bonus and a sign-on equity award with an intended value of $30.0 million, subject to multi-year vesting requirements.
Adjusted salaries for our non-founder NEOs: Salaries for our non-founder NEOs were increased from $400,000 to $550,000 to better reflect competitive market positioning for their roles among comparably sized public companies.

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Provided cash bonuses to non-founder NEOs: The People Committee reviewed the performance of the Company and individual NEOs and approved an aggregate total of $400,000 in bonuses to our continuing non-founder NEOs in recognition of their 2021 accomplishments, including the IPO.
Adopted several corporate governance best practices: In connection with our IPO, we introduced stock ownership guidelines for our executives and directors and a robust compensation recovery (“clawback”) policy that includes the ability to recover pay for detrimental conduct, as well as in the event of a restatement.
2022 Executive Compensation Program
Establishing a More Regular Compensation Program
The People Committee reviews our executive compensation program on a regular basis with respect to competitive market practices, our strategic objectives, and our pay-for-performance philosophy. The most recent review occurred in March 2022 and resulted in the following compensation-related decisions for 2022, which are intended to drive performance on strategic and financial goals that are of near-term priority to the Company and ultimately to drive stockholder value creation:
No base salary increases: The People Committee reviewed the base salaries of our continuing NEOs and determined to leave them unchanged for 2022.
Introduced an objective performance-based annual incentive bonus for non-founder NEOs: Beginning in 2022, our continuing non-founder NEOs will be eligible for a target annual incentive bonus of 50 percent of salary. The payout will be based on Company performance against two equally weighted goals with respect to a key growth metric, Net Cumulative Funded Accounts, and a key profitability metric, Adjusted EBITDA.
No new equity awards for the Co-Founders: The People Committee determined not to grant any new equity awards to the Co-Founders, consistent with the intent in awarding the Market-Based PSUs that no new equity awards would be granted to them during the remaining seven years of the PSUs’ performance period (subject to certain potential exceptions described below).
Commenced an annual equity refresh cycle for non-founder NEOs: The People Committee granted new time-based equity awards to our continuing non-founder NEOs—their first refresh grant since 2020—vesting in 16 equal quarterly installments over four years. The grant date fair value of the refresh award was $5.0 million each for Mr. Warnick, Ms. Chennapragada, and Ms. Howard.
Granted one-time awards with delayed vesting for non-founder NEOs: The People Committee made a one-time award of time-based RSUs to continuing non-founder NEOs in order to provide a long-term incentive. These awards are intended to acknowledge the executives’ efforts that will be required in 2022 and beyond to grow our stock price, but these awards do not pay out for several years (i.e., unless the executives succeed and remain with us over the long term). The grant date fair values of these one-time awards were approximately $1.0 million for Mr. Warnick with no vesting until the second quarter of 2025, $2.5 million for Ms. Chennapragada with no vesting until the third quarter of 2025, and $1.0 million for Ms. Howard with no vesting until the second quarter of 2025. After the delay, each award vests in four equal quarterly installments.
Executive Compensation Philosophy and Objectives
We operate in a highly competitive and rapidly changing market environment. We believe that for us to be successful, we must be able to hire and retain talented and dynamic executives who can drive growth in our business, foster industry leadership, and create an inclusive and innovative environment while aligning with the long-term interests of our stakeholders. The guiding principles underpinning our compensation program design and decisions are:
PAY FOR PERFORMANCEMARKET COMPETITIVECLARITY AND SIMPLICITYFOCUS ON OWNERSHIP
weight the largest portion of compensation in the form of long-term incentives to support the achievement of Company objectives and enhance the linkage between executive and stockholder interests.ensure our compensation programs are competitive to market to enable us to attract and retain diverse, talented and experienced executives who can deliver successful business performance and drive long-term stockholder value.design compensation programs and practices that are easily understood and that encourage our employees to focus on achieving key business objectives.incentivize long-term entrepreneurial thinking so our employees and executives will act like owners.
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Robinhood     2022 Proxy Statement


Compensation and Governance Practices
What We DoWhat We Do Not Do
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Link pay and performance by providing significant portion of compensation in the form of variable, at-risk incentives.
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No single trigger acceleration for executive officers in connection with a change-in-control for annual and new hire awards granted in 2021 or later.
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Promote long-term focus through multi-year vesting of our equity.
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No excessive executive perquisites such as executive-only club memberships or medical benefits. We provide certain personal security arrangements that we consider necessary for the Company’s benefit.
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Maintain a stock ownership policy that reinforces the alignment of executive and stockholder interests.
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Maintain a robust clawback policy on cash and equity incentives.
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No tax gross ups for “excess parachute payments.”
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Use an independent compensation consultant.
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No fixed-term employment agreements.
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Prohibit pledging of, and hedging against losses in, Robinhood securities.
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No encouragement of unnecessary or excessive risk taking.
Elements of Compensation
The primary elements of our 2021 executive compensation program consist of base salary, annual cash incentives, and long-term equity incentive awards. The pay mix varies greatly between our Co-Founders and non-founder NEOs, in part because we made a non-recurring, strategic equity award to our Co-Founders in 2021 as described under “Market-Based PSU Awards for Our Co-Founders” below. In 2021, we also paid additional compensation to certain NEOs in connection with their hiring, retention, and/or severance, as described under “2021 Executive Compensation Program.” Several of our NEOs did not receive any long-term incentive awards in 2021 as we did not have a general, annual refresh program for NEOs in 2021.
Compensation Type
Key Features
Base Salary
Fixed level of compensation for expected day-to-day responsibilities
Adjustments are considered annually, and more frequently as appropriate, based on performance, scope of responsibility, time in role, experience, and competitive market
Annual Cash Incentive
Provide incentive opportunities based on Company and individual performance and as an inducement for joining the Company
Long-Term Equity Incentives
Reinforce the importance of a long-term ownership orientation, create alignment with our stockholders, and promote retention
Equity-based compensation is the most significant portion of compensation for our executives
2021 Executive Pay Mix
In 2021, a significant portion of executive compensation for our NEOs was incentive based—either at risk and/or linked to the value of our stock—including cash-based annual incentives and equity-based long-term incentives. Specifically, 99.7 percent of each Co-Founders’ compensation was incentive-based and 59.5 percent of our non-founder NEOs’ compensation, on average, was incentive-based. (We expect that incentive-based awards will comprise a larger percentage of non-founder NEOs’ total pay in 2022.)
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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.

Executive Compensation
65


Market-Based PSU Awards for Our Co-Founders
In determining compensation for our Co-Founders, our Pre-IPO Independent Directors took a thoughtful and highly strategic approach to ensuring tight alignment between their compensation and the experience of our stockholders over the long‑term. To that end, in the lead-up to the IPO, our Pre-IPO Independent Directors approved an award structure with a series of potential performance share vesting opportunities for our Co-Founders to incentivize and reward ambitious stock‑price growth over the long-term. This structure comprises two awards: a 2021 award, and a 2019 award that was restructured in the context of our IPO. We call these awards “Market-Based PSUs.”
The incentive opportunities provided by the Market-Based PSUs are expected to be in lieu of any future equity awards to our Co-Founders for the remaining seven years of the performance period and the People Committee does not intend to grant additional equity to them during that time (unless there are significant changes in our circumstances or business that our Board or People Committee determines would merit granting additional awards to the Co‑Founders).
The full value of the Market-Based PSUs is realizable only if the Company achieves highly ambitious share price goals over a multi-year period. Core features include:
Any vesting requires ambitious stock-price growth. These awards do not vest or realize any value unless and until we achieve and sustain ambitious stock price goals. There are nine remaining goals, ranging from about $50 per share to $300 per share. Only as we achieve each goal, do our Co-Founders become eligible to vest in the shares allocated to that goal (as listed on pages 70-71).
Goal achievement requires sustained stock price performance. It is not enough for our stock to briefly reach a target price post-IPO. The target price must be sustained on average for 60 trading days in order for shares to vest.
These are long-term, multi-year awards. The performance period for these awards runs for seven more years, through May 26, 2029. Although we are required to show the up-front accounting value in the Summary Compensation Table, the awards will not pay out unless the Co-Founders grow our stock price for the benefit of all investors over this long-term period.
Almost all of the awards remain unvested, providing a long-term incentive. To date, only the lowest stock price goal has been achieved, so these awards continue to provide highly meaningful long-term performance incentives. Our IPO price of $38 per share satisfied the $30.45 goal, which was the lowest of the ten goals. The next goal is to reach a sustained price of $50.75 per share in order for our Co-Founders to start vesting in the next tranche of Market Based PSUs. The awards then define a series of goals at $102, $120, $150, $180, $210, $240, $270, and $300 per share.
We followed a thorough Board and stockholder approval process. These payout structures were designed by the Pre-IPO Independent Directors in consultation with Compensia (an independent compensation consultant engaged solely for this project). The awards were unanimously approved by the Pre-IPO Independent Directors, ratified by a majority of our disinterested pre-IPO stockholders, and described in detail in our IPO prospectus.

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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.



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Robinhood     2022 Proxy Statement


The outstanding unvested Market-Based PSUs are illustrated in the following graph. The vertical bars show the cumulative number of shares that will have vested for each Co-Founder upon achievement of each price goal. The solid line shows the Total Stockholder Return (or TSR) that will be realized by IPO investors (from the $38 IPO price) at each price goal.
Market-Based PSUs

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Sustained Stock Price Goal$50.75$101.50$120$150$180$210$240$270$300
Implied Market Value of Robinhood$44.3B$89.3B$107.3B$134.8B$162.6B$190.8B$219.3B$248.1B$277.3B
Incremental Stockholder Value Creation$11.1B$45.1B$17.9B$27.5B$27.8B$28.2B$28.5B$28.8B$29.2B
Total Stockholder Return (vs. IPO price)34%167%216%295%374%453%532%611%689%
Incremental Vesting Value as % of Incremental Stockholder Value Creation
Tenev1.9%1.6%1.9%1.6%2.1%2.5%2.8%3.1%3.4%
Bhatt1.9%1.6%1.1%0.9%1.3%1.5%1.7%1.9%2.0%



The chart to the right shows the vesting value that would be
received by our Co-Founders in the aggregate upon full
vesting of all price goals from $50.75 to $300 per share,
as a portion of the incremental value created for all
stockholders at $300 per share (in excess of the
IPO Price of $38 per share and based on common
stock outstanding on April 5, 2022 plus shares
vesting under these PSUs).
For additional details on the Market-Based PSUs,
see “2021 Executive Compensation Program—Long-
Term Incentive Equity Awards—Market-Based PSUs” below.
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Executive Compensation
67


2021 Executive Compensation Program
Robinhood’s executive compensation program is heavily weighted toward equity-based compensation, to create significant stockholder alignment. The Board and the People Committee believe that our executives will be motivated to make their greatest contributions to the Company if a substantial portion of their compensation is tied to the Company’s stock price or other performance goals. To that end, prior to our IPO, as further described above and below, our Board designed our executive compensation program to be significantly weighted on long-term equity incentives that motivate and reward the Co-Founders for attaining ambitious performance goals and creating stockholder value, and also granted equity-based awards to certain non-founder NEOs to similarly drive pay-for-performance and stockholder alignment.
Base Salaries
In general, base salary determinations are considered each year as part of the Board’s or People Committee’s review process as well as upon a promotion or other change in job responsibility. In December 2020 and March 2021, the Board reviewed the base salaries of our NEOs and approved changes as outlined below based on its assessment of the factors described in “Determining Compensation Levels” below:
Executive
Annual Salary Rate
(at Year End)
Annual Salary Rate
(Decrease) Increase
Actual Salary
Paid in 2021*
20202021
Vladimir Tenev
$400,000
$ 34,248(91)%
$244,125
Baiju Bhatt
$400,000
$ 34,248(91)%
$244,125
Jason Warnick
$400,000
$550,000
38%
$542,569
Aparna Chennapragada
N/A
$550,000
N/A
$368,077
Gretchen Howard
$400,000
$550,000
38%
$546,262
Christina Smedley
$400,000
$550,000
38%
$520,262
*Amounts paid include a support stipend of $800 per person that we provided to all employees in early 2021 to acknowledge the extra effort our workforce put in around the Early 2021 Trading Restrictions. Support stipends were received by all NEOs other than Ms. Chennapragada, who joined the Company after the program ended.
In connection with the grant of the 2021 Market-Based PSUs, our Co-Founders suggested and the Pre-IPO Independent Directors agreed to reduce each of their salaries to $34,248, reflecting the median wage for individuals in the United States (as reported by the Social Security Administration for 2019, the most recent year for which data was available at the time the decision was made). These changes shifted the Co-Founders’ pay mix almost entirely toward performance-based equity. These changes took effect upon our IPO.
Ms. Chennapragada was hired in the Spring of 2021 with a base salary that aligns with the salaries of other executives (and which has not been changed since then). The Board initially raised Ms. Smedley’s salary rate to $425,000 in January 2021 and then raised it to $550,000 in March of 2021 to align her salary with the other non-founder NEOs and in consideration of the increased importance of her role leading up to the IPO.
Cash Bonuses
Annual Cash Incentive
Historically, we have utilized sign-on and retention bonuses to help attract and retain certain employees, including some of our non-founder NEOs. For 2021, our continuing non-founder NEOs were awarded year-end annual cash bonuses. Our Co-Founders have not received any annual cash bonuses.
For 2021, the People Committee had discretion to determine the amount of each executive’s bonus. Factors considered when determining each executive’s cash bonus for 2021 generally included: (i) performance relative to individual and corporate goals (specifically Net Cumulative Funded Accounts, which was the Company performance metric for the broad-based employee bonus plan), (ii) contributions to the achievement of corporate objectives, (iii) contributions to the achievement our internal financial goals, (iv) evaluation of leadership skills, (v) the annual bonus practices of our compensation peers, and (vi) contributions toward completing our IPO. The People Committee reviewed the performance of the Company and individual NEOs and awarded an aggregate of $400,000 in bonuses to non-founder NEOs as shown below.
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Robinhood     2022 Proxy Statement


Executive
Annual Bonus for 2021
% of Year-End Base Salary Rate
Vladimir Tenev
Baiju Bhatt
Jason Warnick
$150,000
27%
Aparna Chennapragada
$100,000
*
18%
Gretchen Howard
$150,000
27%
Christina Smedley
*The annual bonus for Ms. Chennapragada was pro-rated to reflect her hire date in April 2021.
Sign-On Bonuses
Chennapragada Sign-On Bonus. In connection with our recruitment of Ms. Chennapragada, we agreed to pay her a sign-on bonus of $1.0 million, which she received in 2021.
Howard Sign-On Bonus Installment. In connection with our recruitment of Ms. Howard, in late 2018 we agreed to pay her a sign-on bonus totaling $1.4 million to be paid over multiple years. One-fourth of her sign-on bonus was paid when she started work in January 2019 and the remainder is being paid in three annual installments. In January 2021 she received an installment in the amount of $350,000.
Smedley Sign-On Bonus Installment. In connection with our recruitment of Ms. Smedley, in mid-2020 we agreed to pay her a sign-on bonus totaling $215,000, one-half of which was paid when she started work in September 2020 and the remainder of which was paid in September 2021.
Long-Term Incentive Equity Awards
Market-Based PSUs
In May 2021, the Pre-IPO Independent Directors and a majority of our disinterested stockholders approved (1) new 2021 grants of Market-Based PSUs to our Co-Founders and (2) a restructuring amendment to the Market-Based PSUs that had been granted to the Co-Founders in 2019. Each of these actions was designed to incentivize our Co-Founders to grow our stock price and to provide performance-based compensation over a number of years. For an overview of these awards’ key features, see “Market-Based PSU Awards for Our Co-Founders” on pages 66-67, above. Detailed explanations are set forth below.
Performance-Based
Annual Base Salary2019 Market-Based PSUs2021 Market-Based PSUs
$34,248
13.8M / 13.8M
(Tenev) / (Bhatt)
22.2M / 13.3M
(Tenev) / (Bhatt)
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Co-Founder salaries were reduced to the U.S. median wage level in connection with the 2021 Market-Based PSU grants.
The initial Market-Based PSUs were granted in October 2019.
20% started vesting upon IPO.
Initial awards were amended in 2021 to keep them in place post-IPO, as an incentive for meaningful stock price growth.
No further shares become eligible to vest unless our stock sustains $50.75 before December 31, 2025.
Additional PSUs were granted in 2021 at higher price goals up to $300/sh.
0% vests if stock price does not reach $120 before May 26, 2029.
For the Co-Founders to vest in 100%, the Company will need to achieve and sustain a stock price of $300 per share, reaching an implied market cap of more than $277 billion compared to $11.4 billion on April 5, 2022, benefiting all stockholders.


Executive Compensation
69


(1) Grant of 2021 Market-Based PSUs.
Effective May 26, 2021, Mr. Tenev was granted 22,200,000 market-based performance stock units and Mr. Bhatt was granted 13,320,000 market-based performance stock units under our 2020 Plan. We refer to these awards as the “2021 Market-Based PSUs.”
The Pre-IPO Independent Directors, in consultation with Compensia Inc., an independent compensation consultant engaged solely for this project, considered several factors in determining whether to grant the 2021 Market-Based PSUs and in determining the size and terms of the awards. Factors considered included the Co-Founders’ past and expected future contributions to us, the desire to provide meaningful incentives to grow the Company for the benefit of all stockholders, and market data for founder special equity awards at other companies leading up to their IPOs. With respect to these other companies, variables of comparison included the awards’ values, goals, performance periods, and the ownership percentages represented by the awards at the time of the companies’ IPOs.
The Pre-IPO Independent Directors also considered that this award opportunity would be in lieu of any future equity awards to the Co-Founders for the remaining seven years of the performance period, and the People Committee does not currently intend to grant them additional equity during that time (unless there are significant changes in our circumstances or business that our Board or People Committee determines would merit granting additional awards to the Co-Founders).
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What is TSR? TSR stands for “Total Stockholder Return” and indicates the total amount an investor receives from an investment in the stock of a company. This is expressed as a percentage and for Robinhood can be calculated using the formula: (current price – purchase price) ÷ purchase price.
The 2021 Market-Based PSUs are divided into seven tranches, each of which will vest upon the achievement of specified stock price goals during the performance period ending May 26, 2029, measured using the trailing 60-trading-day average daily VWAP (volume weighted average price) of our Class A common stock. The 60-day measurement period was selected to reward the Co-Founders only if we achieve sustained stock price growth. If our stock price fails to reach $120 during the performance period, no portion of the 2021 Market-Based PSUs will vest. In order for Mr. Tenev and Mr. Bhatt to earn these tranches, the stock must reach and sustain stretch goal prices that would represent total stockholder return (or “TSR”) of 216 percent to 689 percent relative to our IPO price of $38 per share, and TSR of 821 percent to 2202 percent relative to our recent April 5, 2022 closing price of $13.03 per share.
Sustained Stock Price*
TSR % vs. $38 IPO Price
Tenev - Number of PSUs
Bhatt - Number of PSUs
$120
216%
2,850,000 (12.8%)
1,710,000 (12.8%)
$150
295%
2,850,000 (12.8%)
1,710,000 (12.8%)
$180
374%
3,300,000 (14.9%)
1,980,000 (14.9%)
$210
453%
3,300,000 (14.9%)
1,980,000 (14.9%)
$240
532%
3,300,000 (14.9%)
1,980,000 (14.9%)
$270
611%
3,300,000 (14.9%)
1,980,000 (14.9%)
$300
689%
3,300,000 (14.9%)
1,980,000 (14.9%)
*Stock price goals are tested based on 60-trading-day average daily VWAP. It is not enough for the stock to reach a target price; it must be sustained on average for 60 trading days in order for shares to vest.
The stock price targets and number of PSUs eligible for vesting will be adjusted to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications, or similar event under the 2020 Plan. Except in certain termination and change in control scenarios (as discussed in greater detail in the section “Potential Payments Upon Termination or Change in Control—Equity Award Agreements”), there will be no partial vesting of tranches between the applicable stock price goals.
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What is VWAP? VWAP stands for “Volume Weighted Average Price” and is a measurement used to show the average price of a stock during the course of a day (or some other period) based on the prices at which it trades and the volume of trades in the stock at each price.
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Robinhood     2022 Proxy Statement


(2) Restructuring of 2019 Market-Based PSUs.
In October 2019, nearly two years before our IPO, each of our Co-Founders was granted an award of 13,831,829 market-based performance stock units under our 2013 Plan. We refer to these awards as the “2019 Market-Based PSUs.” These awards were amended in 2021 as described below, and therefore the accounting value of the modification is included in the Summary Compensation Table for 2021 and described in this CD&A. The awards were designed to retain our Co-Founders and incentivize them to grow our stock price and were subject to both challenging stock price goals and multi-year service vesting requirements. The following table sets forth the number of 2019 Market-Based PSUs allocated to each stock price goal (each “2019 Market-Based PSU Stock Price Condition”):
Sustained Stock Price(1)
TSR % vs. $38 IPO Price
Tenev - Number of PSUs
Eligible to Vest
Bhatt - Number of PSUs
Eligible to Vest
   $30.45(2)
n/a
2,766,366 (20%)
2,766,366 (20%)
$50.75
34%
4,149,549 (30%)
4,149,549 (30%)
$101.50
167%
6,915,915 (50%)
6,915,915 (50%)
(1)Stock price goals were initially tested based on the IPO price and, in 2021, these awards were modified to provide that the stock price goals would continue to be tested post-IPO based on 60-trading-day average daily VWAP. It is not enough for our stock to reach a target price post-IPO; the price must be sustained on average for 60 trading days in order for shares to start vesting.
(2)This goal was satisfied upon the IPO, which priced at $38 per share.
Once the number of 2019 Market-Based PSUs eligible to vest (“Eligible 2019 Market-Based PSUs”) has been determined based on the satisfaction of a 2019 Market-Based PSU Stock Price Condition, half of those Eligible 2019 Market-Based PSUs will immediately vest and be settled and the remaining half will vest according to a time-based vesting schedule, which is satisfied based on quarterly service periods retroactive to August 1, 2018 through August 1, 2024, subject to continued service on each vesting date during that period (except as described in the section “Potential Payments Upon Termination of Change in Control—Equity Award Agreements").
The 2019 Market-Based PSU Stock Price Condition was initially tested based on our initial public offering price of $38, which resulted in 20 percent of each award becoming eligible to vest (2,766,366 shares each). Half of those Eligible 2019 Market-Based PSUs (1,383,183 shares each) vested and were settled immediately at the time of our IPO. With respect to the remaining half of those Eligible 2019 Market-Based PSUs, the portion for which the quarterly service periods had already been satisfied as of the IPO (633,958 shares each) also vested and were settled immediately and the portion for which the quarterly service periods had not yet been satisfied as of the IPO (749,225 shares each) are vesting over time, subject to each executive’s continued service through each remaining quarterly vesting date (57,633 shares each are vesting per quarter, each August 1, November 1, February 1 and May 1 through August 1, 2024).
As the 2019 Market-Based PSUs were initially designed, their stock price goals would have been tested based only on the price of the IPO, which could have occurred until December 31, 2025, and any shares not earned based on the IPO price would have been forfeited. In May 2021, the Pre-IPO Independent Directors determined that it would be useful and appropriate to keep these awards’ incentives in place following the IPO in order to incentivize our Co-Founders to meaningfully grow our stock price post-IPO. Therefore, in May 2021 the Pre-IPO Independent Directors and a majority of our disinterested stockholders approved an amendment to the 2019 Market-Based PSUs to provide that any 2019 Market-Based PSUs for which the 2019 Market-Based PSU Stock Price Condition was not satisfied as of our IPO would continue to be eligible for vesting subject to achievement of the same price hurdles following our IPO through the original expiration date of December 31, 2025. Achievement of the post-IPO price hurdles will be tested in the same manner as for the 2021 Market-Based RSUs, using our 60-trading-day average daily VWAP.
While the change described above did not result in any realized value to the Co-Founders in 2021, under SEC rules the change in the accounting value of the award due to this modification is required to be reflected in the Summary Compensation Table on page 75. We estimated the pre-modification and post-modifica