Jason Warnick
Robinhood MarketsAbout Jason Warnick
Jason Warnick is Chief Financial Officer of Robinhood Markets, Inc., serving since December 2018. He is 53 and holds a B.A. in Accounting from Western Washington University; prior to Robinhood, he spent nearly two decades at Amazon, most recently as Vice President, Finance (2011–2018) with responsibilities spanning finance, investor relations, audit, enterprise risk, and benchmarking . Company performance during 2024 included record total net revenues of $2.95B, record net income of $1.41B, and adjusted EBITDA of $1.429B; cumulative TSR for a $100 investment since the IPO rose to $107.01 by year‑end 2024 (vs. $36.59 in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Robinhood Markets, Inc. | Chief Financial Officer | Dec 2018–present | Led finance, capital planning, IR, and risk through product diversification and international expansion; company achieved record revenue, net income, and adjusted EBITDA in 2024 . |
| Amazon.com, Inc. | Vice President, Finance; Chief of Staff to CFO; multiple finance roles | 1999–2018 (VP 2011–2018) | Oversaw finance, investor relations, audit, enterprise risk, and benchmarking at scale in a complex, high‑growth environment . |
External Roles
No public company directorships or external board roles disclosed for Warnick in HOOD proxy filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $550,000 | $550,000 |
| Target Bonus (% of Salary) | 75% | 75% | 75% |
| Actual Bonus Paid ($) | $0 (no payout disclosed) | $601,755 | $765,339 |
Performance Compensation
| Annual Cash Incentive (2024) | Weighting | Performance Outcome (Payout % of Target) |
|---|---|---|
| Total Net Revenue | 30% | 200% |
| Adjusted Net Income | 30% | 200% |
| Net Deposits | 20% | 200% |
| Gold Subscriber Growth | 20% | 128% |
| Company Performance Multiplier | — | 185.5% |
| Jason Warnick 2024 Final Award ($) | — | $765,339 |
| Equity Awards Granted (2024) | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| RSU Award (03/20/2024) | 363,686 | $6,750,012 | Time-based RSUs vest quarterly over 4 years . |
| Equity Awards Granted (Program Overview) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (Grant-Date Accounting Value, $) | $5,999,988 | $9,000,011 | $6,750,012 |
Equity Ownership & Alignment
| Beneficial Ownership (as of April 7, 2025) | Class A Shares | % of Class A | Voting Power % |
|---|---|---|---|
| Jason Warnick | 1,619,146 | 0.2% | 0.1% |
Breakdown (within 60 days from April 7, 2025):
- Held directly: 956,814 Class A shares
- Options exercisable: 550,000 Class A shares (portion of 700,000 grant)
- RSUs scheduled to vest: 112,332 Class A shares
Options and RSU inventory and vesting schedules (as of 12/31/2024):
| Instrument | Quantity | Key Terms | Vesting / Status |
|---|---|---|---|
| Stock Options | 700,000 exercisable | $5.93 strike; expire 12/14/2028 | Exercisable |
| RSUs | 20,162 | — | Vested on 01/01/2025 |
| RSUs | 40,323 | — | Vested on 01/01/2025 |
| RSUs | 120,564 | — | 1/5 vested 03/01/2025; remainder equal quarterly through 03/01/2026 |
| RSUs | 77,160 | — | 1/4 vested 04/01/2025; remainder equal quarterly through 01/01/2026 |
| RSUs | 440,930 | — | 1/9 vested 03/01/2025; remainder equal quarterly through 03/01/2027 |
| RSUs | 27,996 | — | Vested on 03/01/2025 |
| RSUs | 295,495 | — | 1/13 vested 03/01/2025; remainder equal quarterly through 03/01/2028 |
Additional alignment policies:
- Stock ownership guidelines: all executives met guidelines at end of 2024 except CTO (new hire); Warnick is compliant .
- Prohibitions: hedging and pledging of Robinhood securities and trading derivative products tied to Robinhood metrics (other than company‑granted awards) are prohibited .
Estimated in-the-money value of exercisable options at 12/31/2024 (illustrative): (Closing price $37.26 − $5.93) × 700,000 = ~$21.93M; inputs: price $37.26 , strike $5.93 and shares 700,000 .
Employment Terms
Offer letter (Nov 8, 2018):
- Initial base salary $300,000; sign‑on bonus opportunity $300,000 (paid in installments); initial grants: 700,000 time‑based RSUs and 700,000 stock options .
- Change-in-control (CIC) term in offer letter: unvested portion of options granted on 12/15/2018 vests in full upon any CIC .
Change in Control and Severance Plan (revised Aug 2024):
| Scenario | Cash Severance | Bonus Treatment | Equity Acceleration | Health Benefits |
|---|---|---|---|---|
| Involuntary Termination (no CIC period) | 12 months base salary for execs | 50% of target bonus (prorated) + potential prior year 50% target if unpaid | 9 months of time‑based equity vesting if ≥24 months service; 6 months if <24 months; excludes performance‑based equity | 12 months COBRA (after‑tax) |
| Involuntary Termination within CIC period (−3 to +18 months) | 18 months base salary for execs | Target bonus + 50% of target (prorated) + potential prior year 50% target if unpaid | Full acceleration of time‑based equity (excluding performance‑based awards) | 18 months COBRA (after‑tax) |
Other governance of awards:
- For legacy pre‑IPO awards (Warnick & Gallagher), if not assumed/substituted in CIC and employment continues (or within three months post involuntary termination), unvested portions accelerate .
- Clawbacks: SEC/Nasdaq‑mandated recoupment for restatements and additional clawback for detrimental conduct .
- No tax gross‑ups for Section 280G; “best‑net” cutback applied if excise taxes would apply .
- Policy prohibits single‑trigger cash payouts or acceleration for awards granted in 2021 or later; Warnick’s 2018 options are an exception via offer letter .
- Insider trading policy with strict prohibitions on hedging/pledging and trading on material nonpublic information .
Perquisites and benefits:
- 2024 “All Other Compensation” included personal security services $13,706 and 401(k) match $3,189 .
Performance & Track Record
| Company Performance | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Total Net Revenues ($B) | — | — | — | $2.95 |
| Net Income ($M) | (3,687) | (1,028) | (541) | 1,411 |
| Adjusted EBITDA ($M) | 33 | (94) | 536 | 1,429 |
| TSR: $100 Initial Investment Value | $51.01 | $23.38 | $36.59 | $107.01 |
Highlights:
- 2024 growth across the roadmap with product launches (Legend desktop, Futures, Event Contracts, Index Options, Gold Card) and expansion in UK/EU; funded customers grew to 25.2M; AUC to $193B; net deposits $50.5B; Gold subscribers up 86% YoY .
Legal proceedings:
- Warnick is among officers/directors named in IPO‑related litigation; a motion to dismiss was granted (without leave to amend) in January 2024; appeal to the Ninth Circuit is pending .
Compensation Peer Group, Say‑on‑Pay, and Policies
- 2024 compensation peer group includes Affirm, Block, Coinbase, Coursera, DoorDash, Duolingo, Etsy, Interactive Brokers, Lyft, Maplebear, Pinterest, Rocket Companies, Snap, SoFi, Zillow; designed around similar industry, revenue, and market cap bands .
- 2024 Say‑on‑Pay approval: 98% in favor; Board to hold annual Say‑on‑Pay thereafter .
- Stock ownership guidelines: Executives required to hold specified levels of Qualifying Equity Securities; all executives complied at end of 2024 except new CTO (on track) .
- No single‑trigger benefits on awards granted in 2021+; clawbacks in place; independent compensation consultant (Pay Governance) .
Equity Ownership & Alignment – Additional Detail
| 2024 Stock/Option Vesting Activity | Shares Vested | Value Realized ($) |
|---|---|---|
| Jason Warnick RSUs/PSUs | 714,528 | $16,055,587 |
| Estimated Severance & CIC Benefits (as of hypothetical 12/31/2024 termination) | No CIC: Involuntary Termination | CIC: Involuntary Termination |
|---|---|---|
| Cash Severance ($) | $756,250 | $1,443,750 |
| RSU Acceleration ($ intrinsic) | $16,165,520 | $38,103,195 |
| Health Benefits (after‑tax) ($) | $34,242 | $51,363 |
| Total ($) | $16,956,012 | $39,598,308 |
Investment Implications
- Alignment: High proportion of at‑risk pay with multi‑year RSU vesting, stringent hedging/pledging prohibitions, and stock ownership compliance support strong shareholder alignment; 2024 payout at 185.5% reflects outsized performance on revenue, adjusted net income, net deposits, and subscriber growth .
- Retention: Significant unvested RSU inventory with quarterly vesting through 2028, plus non‑CIC acceleration features (up to 9 months) and robust CIC protections (full acceleration of time‑based awards), lower near‑term departure risk but notable CIC costs for shareholders if triggered .
- Selling Pressure: Exercisable options (700,000 at $5.93) create material in‑the‑money value and potential supply upon exercise/settlement; recent vesting volumes were substantial in 2024, warranting monitoring of Form 4 activity and any Rule 10b5‑1 plans to gauge insider sale cadence .
- Governance/Red Flags: No tax gross‑ups; clawbacks in place; awards granted 2021+ avoid single‑trigger acceleration; Warnick’s legacy 2018 options accelerate on CIC (single‑trigger) per offer letter; IPO litigation remains an overhang but with recent favorable court rulings before appeal .