Baiju Bhatt
Robinhood MarketsAbout Baiju Bhatt
Baiju Bhatt is Co‑Founder of Robinhood and has served on the Board since November 2013. He is currently Founder and Chief Executive Officer of Aetherflux Inc. (since October 2023). He holds an M.S. in Mathematics and a B.S. in Physics from Stanford University. Age: 40. He stepped down as Robinhood’s Chief Creative Officer on March 21, 2024 and transitioned to non‑employee director compensation thereafter .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robinhood Markets, Inc. | Co‑Founder | March 2013–present | Foundational product/brand vision |
| Robinhood Markets, Inc. | Co‑CEO and Co‑President (with V. Tenev) | Nov 2013–Nov 2020 | Established core strategy and growth trajectory |
| Robinhood Markets, Inc. | Chief Creative Officer | Mar 2021–Mar 21, 2024 | Led design/brand; stepped down 3/21/2024 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aetherflux Inc. (renewable energy) | Founder & CEO | Oct 2023–present | Executive leadership; no Robinhood committee overlaps |
Board Governance
- Independence: Not independent due to current/prior employment; only independent directors serve on the four standing committees .
- Committee assignments: None (Audit, Nominating & Corporate Governance, People & Compensation, Safety, Risk & Regulatory are fully independent; current 2025 committee membership excludes Bhatt) .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and relevant committee meetings; Bhatt met the ≥75% threshold (Board 5 meetings; committees 24 meetings) .
- Board structure: Declassified in 2024 (annual elections thereafter); Lead Independent Director is Jonathan Rubinstein; independent directors hold executive sessions periodically (at least twice annually) .
Fixed Compensation
| Component | Detail | FY2024 Amount/Terms |
|---|---|---|
| Annual Cash Retainer | Board-only base (program level $50,000; paid quarterly; directors may elect stock/RSUs in lieu of cash) | $39,010 (partial year; Bhatt took cash for quarterly Board fees in 2024) |
| Annual RSU Grant | Award sized at $225,000 / grant-date price; vests quarterly over one year; June annual meeting cycle | 10,085 RSUs; grant-date fair value $224,996 |
| Initial RSU (new directors) | $225,000 divided by grant‑date price; vests quarterly over 3 years | Not applicable (Bhatt was already a director prior to program) |
| Change-in-control (director RSUs) | Full acceleration of outstanding but unvested RSUs upon a change in control | Accelerates per program |
| Meeting/Chair/Committee Fees | Separate retainers for LID, committee chairs/members; paid quarterly; optional equity election | Not applicable to Bhatt (not on committees) |
Performance Compensation
- Non‑employee director pay has no performance‑based elements; RSUs vest time‑based only .
- No director bonuses, performance stock units, or options disclosed for Bhatt .
Other Directorships & Interlocks
| Company | Role | Committee Role | Status |
|---|---|---|---|
| None disclosed | — | — | No other public company boards listed in bio |
Expertise & Qualifications
- Marketing; Financial Services & Fintech; Technology Infrastructure & Cybersecurity—skills explicitly cited for Bhatt as a director .
- Deep historical/institutional knowledge of Robinhood’s strategy, leadership, culture, and customer dynamics .
- Education: M.S. Mathematics; B.S. Physics (Stanford) .
Equity Ownership
| Metric | Value |
|---|---|
| Class A Shares Beneficially Owned | 7,863 shares |
| Class B Shares Beneficially Owned | 69,571,868 shares |
| % of Total Voting Power | 35.9% |
| Unvested Director RSUs at 12/31/2024 | 7,564 RSUs |
| Vested but Unpaid Director RSUs at 12/31/2024 | 0 RSUs |
| Founders’ Voting Agreement | Co‑founders and related entities control ~60% of total voting power as of April 23, 2025 |
| Proxy/control nuances | Bhatt holds voting power over certain Class B shares in entities related to V. Tenev (no economic interest); cross‑proxies under Founders’ Voting Agreement |
| Hedging/pledging of Robinhood securities | Prohibited for covered persons under Insider Trading Policy (including derivatives and event contracts); pledging and margin trading banned |
| Director stock ownership guideline | 5× annual Board cash retainer ($250,000 in 2024); as of year‑end 2024, all non‑employee directors served met guidelines except Payne (Bhatt met) |
Governance Assessment
-
Strengths
- Founder insight and product/brand expertise valuable for oversight of strategic priorities and customer experience .
- Board committees are fully independent, which mitigates risks from co‑founder board presence; Bhatt has no committee role .
- Director stock ownership guideline met, supporting alignment with shareholders .
- Strong say‑on‑pay outcomes: 98% approval in 2024; 2025 votes also approved the NEO compensation (counts below) .
-
Risks/Red Flags
- Not independent; combined with dual‑class stock and Founders’ Voting Agreement, co‑founders can determine director elections and other matters (control ~60% of voting power) .
- Cross‑proxy/voting arrangements between co‑founders on certain Class B shares—potential perception of entrenchment and reduced minority shareholder influence .
- Named in pending IPO‑related litigation; one case dismissed with appeal pending (Golubowski) and a stayed derivative action—ongoing legal overhang for directors .
Director Compensation (FY2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 39,010 |
| Stock Awards (RSUs; grant‑date fair value) | 224,996 |
| Total | 264,006 |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: 98% of votes cast in favor of fiscal 2023 NEO compensation .
- 2025 say‑on‑pay (counts): For 1,538,717,458; Against 22,346,385; Abstain 627,094; Broker non‑votes 156,184,423 .
Committee Assignments (Current Structure)
| Committee | Chair | Membership Notes |
|---|---|---|
| Audit | Paula Loop | Independent only; Bhatt not a member |
| Nominating & Corporate Governance | Jonathan Rubinstein | Independent only; Bhatt not a member |
| People & Compensation | Susan Segal | Independent only; Bhatt not a member |
| Safety, Risk & Regulatory | Robert Zoellick | Independent only; Bhatt not a member |
Related-Party & Voting Arrangements
- Founders’ Voting Agreement: Co‑founders and related entities agree to vote for each co‑founder’s election and against removal; parties control ~60% voting power as of April 23, 2025 .
- Class B shares: 10 votes per share; automatic sunset converts Class B to Class A in 2036 (15 years post‑IPO) .
- Director indemnification: Standard Delaware‑law indemnification provided to directors; expanded VC indemnification for Malka; Bhatt covered by standard form .
Legal Proceedings (Director-Related)
- IPO Litigation (Golubowski): Second amended complaint dismissed without leave; plaintiffs appealed to 9th Circuit (pending) .
- Derivative action (Zito): Stayed pending resolution of securities action .
Voting Results (Director Elections)
- 2024: Bhatt re‑elected; votes—For 1,608,755,157; Against 3,610,666; Abstain 1,346,285; Broker non‑votes 172,846,253 .
- 2025: Bhatt re‑elected; votes—For 1,557,804,340; Against 3,533,452; Abstain 353,145; Broker non‑votes 156,184,423 .
Notes on Policies Relevant to Alignment
- Clawbacks: Robust executive clawbacks (restatement‑required and detrimental conduct); directors’ equity is time‑based and accelerates on change‑in‑control per program .
- Insider Trading Policy: Prohibits hedging (including derivatives and event contracts tied to company metrics), pledging, and margin accounts for covered persons .
Overall implication: Bhatt’s significant voting power and non‑independent status are governance risk factors for minority investors; mitigants include fully independent committees, strong attendance, and adherence to ownership guidelines. The Founders’ Voting Agreement centralizes control—investors should weigh this against Robinhood’s performance and board refresh dynamics .