Daniel Gallagher
Robinhood MarketsAbout Daniel Gallagher
Daniel M. Gallagher (age 52) is Robinhood’s Chief Legal, Compliance, and Corporate Affairs Officer (since Jan 2022) and Chief Legal Officer (since May 2020); he previously served on Robinhood’s Board (Oct 2019–Apr 2020). He is a former SEC Commissioner (2011–2015), with prior SEC staff leadership in Trading and Markets; he holds a J.D. (Catholic University) and B.A. (Georgetown) . Company performance context for FY2024: Pay-versus-Performance disclosures show TSR value of an initial $100 investment at $107.01, Net Income of $1,411 million, and Adjusted EBITDA of $1,429 million, illustrating a turnaround from prior years and positive operating momentum .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Securities and Exchange Commission | Commissioner | 2011–2015 | Led policy and oversight; deep market structure/regulatory expertise |
| U.S. SEC (staff) | Co-Acting Director, Division of Trading & Markets; prior staff roles | 2006–2010 (various), Co-Acting Director 2009–2010 | Supervised market oversight during crisis era; technical market policy |
| Wilmer Cutler Pickering Hale and Dorr LLP | Partner; Deputy Chair, Securities Dept. | 2019–2020 | Advised issuers/market participants on securities regulation |
| Mylan N.V. | Chief Legal Officer | 2017–2019 | Led legal for global pharma; large-cap compliance and M&A experience |
| Patomak Global Advisors | President | 2016–2017 | Advised financial firms on risk, compliance, and strategy |
| Robinhood Markets, Inc. | Director (pre-exec) | 2019–2020 | Governance insight prior to joining management |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Association of Corporate Directors | Board member (non-profit) | Current | Governance best-practices network |
| Rally Rd.; 360 Privacy; Aetherflux; Vint | Advisory board member | Current | Fintech/privacy/tech advisory breadth |
| Irish Stock Exchange | Non-executive director | 2016–2018 | European market oversight perspective |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Annual Bonus ($) | All Other Comp ($) | Total Comp ($) |
|---|---|---|---|---|---|
| 2024 | 550,000 | 75% | 765,339 | 41,921 (security $38,744; 401(k) match $3,177) | 8,607,260 |
| 2023 | 550,000 | 75% | 601,755 | 50,557 | 10,702,314 |
| 2022 | 550,000 | n/a disclosed | — | 5,850 | 15,055,847 |
Notes:
- Base salary for non-CEO NEOs was held flat in 2024; Gallagher’s remained $550,000 .
- 2024 bonus paid at 185.5% of target based on performance (see section below) .
Performance Compensation
2024 Annual Cash Incentive – Metrics and Payout
| Metric | Weight | Target Definition (high-level) | Outcome | Payout vs Target |
|---|---|---|---|---|
| Total Net Revenue | 30% | Company financial plan (not numerically disclosed) | Above maximum | 200% |
| Adjusted Net Income | 30% | Company financial plan (Adjusted NI, defined) | Above maximum | 200% |
| Net Deposits | 20% | Company growth KPI (defined in Appendix) | Above maximum | 200% |
| Gold Subscriber Growth | 20% | Company growth KPI | Between target and max | 128% |
| Approved Total Payout | — | — | — | 185.5% |
Gallagher’s 2024 payout: Eligible earnings $550,000; Target 75%; Company multiplier 185.5%; Final Award $765,339 .
Equity Awards – Grants and Vesting
| Grant Date | Instrument | Shares (#) | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| 03/20/2024 | RSU (refresh) | 390,625 | 7,250,000 | Quarterly over 4 years (continued service) |
| 03/22/2023 | RSU (refresh) | 1,063,830 | 9,500,002 | Quarterly over 4 years (continued service) |
| 2020 (offer package) | RSUs (initial) | 308,419 | — | Per award; time-based |
| 2020 (offer package) | Options (initial) | 264,360 | — | Per award terms |
Vesting/realization in 2024:
- Shares vested (RSUs/PSUs): 984,872; Value realized: $20,384,033 .
Outstanding Equity and Vesting Schedules (as of 12/31/2024)
| Type | Quantity | Terms |
|---|---|---|
| Stock options (exercisable) | 219,595 @ $10.24; expire 07/05/2030 | Fully exercisable; no unexercisable balance shown |
| RSUs (block A) | 144,676 ($5,390,628) | 1/5 vested on 03/01/2025; remainder quarterly through 03/01/2026 |
| RSUs (block B) | 96,451 ($3,593,764) | 1/2 vested 01/01/2025; remainder 04/01/2025 |
| RSUs (block C) | 598,405 ($22,296,570) | 1/9 vested 03/01/2025; remainder quarterly through 03/01/2027 |
| RSUs (block D) | 317,383 ($11,825,691) | 1/13 vested 03/01/2025; remainder quarterly through 03/01/2028 |
Notes:
- Values above use $37.26 closing price on 12/31/2024 per proxy methodology .
- Equity plan CoC treatment detailed under Employment Terms.
Equity Ownership & Alignment
| As of | Beneficial Ownership (Class A) | % of Class A | Voting Power % | Ownership Breakdown |
|---|---|---|---|---|
| 04/07/2025 | 1,046,710 shares | 0.1% | 0.1% | 822,825 held directly; 90,300 options exercisable within 60 days; 133,585 RSUs vesting within 60 days |
Policies and alignment:
- Stock ownership guidelines: executives required to hold specified amounts; as of end 2024, all executive officers other than the newly hired CTO satisfied guidelines (Gallagher in compliance) .
- Hedging and pledging prohibited; also no margin purchases or holding in margin accounts per Insider Trading Policy .
- 2024 “What we do / do not do” confirms anti-hedging/anti-pledging; robust clawbacks; no single-trigger CoC acceleration for awards granted 2021+; no 280G gross-ups .
Employment Terms
Offer letter and initial economics:
- Offer letter dated April 28, 2020 (amended Aug 19, 2020 and Dec 15, 2020): initial base salary $400,000; sign-on bonus $8.4 million (25% at start; three annual installments of $2.1 million in 2021 and 2022, etc.); initial equity grants of 308,419 time-based RSUs and 264,360 options .
Severance (outside CoC) – Change in Control and Severance Plan:
- If involuntary termination outside CoC period: 12 months’ base salary; lump sum = 50% of target bonus (prorated for year of termination, plus an additional 50% of prior-year target if termination before prior bonus pay date); equity acceleration equal to 9 months of time-based vesting if employed ≥24 months; 12 months after-tax COBRA .
Severance (within CoC window; double-trigger):
- If involuntary termination within 3 months before or 18 months after a CoC: 18 months’ base salary; lump sums covering target bonus plus 50% current-year target (prorated) and, if applicable, an extra 50% prior-year target; 18 months after-tax COBRA; full acceleration of all outstanding equity awards excluding performance-based awards . No single-trigger cash or equity acceleration for awards granted in 2021 or later .
Estimated severance values (hypothetical termination date 12/31/2024):
| Scenario | Cash Severance ($) | RSU/PSU Acceleration ($) | Stock Option Acceleration ($) | Benefits Continuation ($) | Total ($) |
|---|---|---|---|---|---|
| No CoC: Termination without cause / Good Reason | 756,250 | 16,989,337 | — | — | 17,745,587 |
| Death or Disability | — | 10,000,000 (policy cap) | — | — | 10,000,000 |
| CoC + Termination (double-trigger) | 1,443,750 | 43,106,653 | — | — | 44,550,403 |
| CoC only (no termination) | — | — | — | — | — (no benefits shown) |
Additional provisions:
- Section 280G: Best-net cutback; no excise tax gross-up .
- Equity plan CoC mechanics (assumption/substitution; acceleration rules for unassumed awards; post-CoC terminations): as described in 2021 Omnibus Plan .
Compensation Structure Analysis
- Mix shift and at-risk pay: Gallagher’s compensation is predominantly equity and performance-based; in 2024, non-CEO NEOs averaged 94% pay tied to performance/at-risk incentives .
- Annual bonus metrics were broadened in 2024 to include revenue growth (Net Revenue), profitability (Adjusted Net Income), customer asset flows (Net Deposits), and subscription growth (Gold) with over-target corporate results yielding a 185.5% payout .
- Equity design emphasizes time-based RSUs (quarterly vesting) for retention; Gallagher received $7.25M (2024) and $9.5M (2023) refresh RSUs vesting over four years .
- Clawbacks cover detrimental conduct and certain accounting restatements per Nasdaq rules; hedging/pledging prohibited, reinforcing long-term alignment .
Risk Indicators & Red Flags
- No hedging/pledging permitted; mitigates misalignment/forced selling risks .
- No single-trigger CoC cash or equity acceleration for post-2021 awards (equity requires double-trigger) .
- No 280G tax gross-ups; best-net cutback applies .
- Large unvested RSU overhang implies ongoing vest-related share delivery; 2024 realized value on vesting was $20.38M across 984,872 shares, indicating potential periodic selling pressure for tax/monetization independent of discretionary sales .
Equity Ownership & Guidelines Compliance
- Beneficial ownership: 1,046,710 Class A shares (0.1%); includes 822,825 held, 90,300 options exercisable within 60 days, 133,585 RSUs scheduled to vest within 60 days (as of 04/07/2025) .
- Executive stock ownership policy in place; Gallagher in compliance as of YE 2024 .
Employment Terms (Offer Letter Snapshot)
| Item | Details |
|---|---|
| Start in exec role | CLO since May 2020; CLCCA Officer since Jan 2022 |
| Offer letter (2020) | $400,000 base; $8.4M sign-on bonus (staggered payments); initial 308,419 RSUs and 264,360 options |
| At-will employment | Offer letters specify at-will; eligibility for benefit plans |
Investment Implications
- Strong alignment: High equity exposure, ownership guideline compliance, and strict anti-hedging/pledging support long-term alignment; clawbacks add downside accountability .
- Retention vs sell pressure: Multi-year, quarterly RSU vesting creates steady retention hooks but also predictable share issuance/withholding; 2024 vesting magnitude ($20.38M realized value) signals ongoing vest-driven liquidity events that can be misinterpreted as discretionary selling .
- Change-in-control economics: Double-trigger protection (18 months’ salary, target-plus bonus features, and broad equity acceleration) plus sizable unvested RSUs produce significant CoC termination value ($44.6M est.), reducing personal downside in strategic transactions while limiting single-trigger windfalls .
- Performance linkage: 2024 bonus metrics spanned revenue, profitability, deposits, and subscriber growth, paying at 185.5% amid improved company-level TSR and profitability metrics disclosed in pay-versus-performance; continued delivery on these drivers should support pay-for-performance integrity and reduce say-on-pay risk .