John Hegeman - Director | Robinhood Markets (HOOD) Executive Profile & Compensation

About John Hegeman

John Hegeman (age 40) is an independent director of Robinhood Markets, Inc. (HOOD), appointed in March 2025. He serves as Chief Revenue Officer at Meta Platforms, Inc., and holds a degree in mathematics and economics from Stanford University, bringing deep product, monetization, and consumer technology experience to Robinhood’s board . He is identified in the proxy as independent under Nasdaq standards and is positioned to contribute across emerging technology, AI, cybersecurity, and international business oversight .

Past Roles

Organization	Role	Tenure	Committees/Impact
Meta Platforms, Inc.	Chief Revenue Officer	Dec 2024 – Present	Monetization leadership for consumer platforms
Meta Platforms, Inc.	VP, Head of Monetization; VP, Ads; various roles	2007 – Dec 2024	Product and ads strategy execution
Quora, Inc.	Director, Engineering	May 2013 – Jul 2014	Platform engineering leadership

External Roles

Organization	Role	Tenure	Notes
Jio Platforms Limited	Director	Current	Technology and international market exposure
The Center for Election Science	Board member	Current	Nonprofit governance experience

Board Governance

Independence: The Board determined Hegeman is “independent” under Nasdaq and SEC rules .
Committee assignments: Member, Safety, Risk and Regulatory Committee (the Safety Committee) as of 2025 .
Committee oversight scope: Safety Committee oversees enterprise risk, AI, cybersecurity, data privacy, and compliance risk programs; receives quarterly top risk updates and reviews ERM and compliance frameworks .
Board structure and leadership: CEO serves as Chair; Jonathan Rubinstein is Lead Independent Director with defined responsibilities for agendas, executive sessions, and stockholder liaison, supporting independent oversight .
Attendance and engagement: Company policy encourages director attendance at annual meetings; all directors on the Board at the time attended the 2024 annual meeting. The Board held 5 meetings and committees held 24 meetings in 2024; all incumbent directors met at least 75% attendance on applicable meetings. New directors receive high‑touch orientation; continuing education is provided quarterly .
Annual board and committee assessments: Formal annual performance assessments conducted and used to drive governance enhancements (e.g., increased focus on strategy, risk, and AI/cybersecurity topics) .

Fixed Compensation

Component	Amount/Terms	Notes
Annual Board Cash Retainer	$50,000	Payable quarterly; directors may elect equity in lieu of cash (fully vested shares or deferred RSUs)
Committee Membership Retainers	Additional cash retainers	Lead Independent Director, committee chairs, and members receive annual retainers (amounts not specified in proxy excerpt)
Initial RSU Grant (upon appointment)	$225,000 ÷ grant‑date closing price	Vests quarterly over 3 years; settlement may be deferred per election
Annual RSU Grant (continuing directors)	$225,000 ÷ grant‑date closing price	Granted at each annual meeting; vests quarterly over 1 year; prorated for mid‑year appointees
Change‑in‑control treatment	Full acceleration of outstanding but unvested director RSUs	Applies to non‑employee director RSUs, whether granted pre‑ or post‑IPO
Director stock ownership guideline	5× annual cash retainer ($250,000 based on $50,000 retainer)	Compliance measured annually; directors have 5 years from Board join date or IPO to satisfy

Performance Compensation

Award Type	Grant Size Basis	Vesting Schedule	Performance Metrics	Change‑in‑Control
Director RSUs (Initial)	$225,000 ÷ grant‑date close	Quarterly over 3 years	None disclosed (time‑based)	Full acceleration
Director RSUs (Annual)	$225,000 ÷ grant‑date close	Quarterly over 1 year	None disclosed (time‑based)	Full acceleration

Director equity is entirely time‑based; no performance scorecards or TSR/financial hurdles are disclosed for non‑employee directors .

Other Directorships & Interlocks

Company	Public/Private	Role	Potential Interlock/Conflict
Jio Platforms Limited	Private	Director	No HOOD‑disclosed related‑party tie
The Center for Election Science	Nonprofit	Board member	No HOOD‑disclosed related‑party tie

Independence review considered transactions with companies where directors serve; the Board affirmed independence where any ordinary‑course transactions were below 5% of recipient revenue. No Hegeman‑specific related‑party transactions disclosed in the proxy’s related‑party section .

Expertise & Qualifications

Emerging Technology and Innovation; Technology Infrastructure and Cybersecurity; International Business Experience .
Product, ads, monetization leadership in large consumer technology platforms .
Governance experience at a major international technology company and roles on external boards .

Equity Ownership

Item	Shares/Units	Status	As‑of Date
Vested RSUs (settlement right within 60 days)	196	Vested; eligible to settle	Apr 7, 2025

Ownership guideline: 5× retainer ($250,000) within 5 years of appointment; compliance assessed annually using average closing price over last 20 trading days of the year .

Governance Assessment

Signals of effectiveness: Placement on Safety Committee aligns with Hegeman’s technology, AI, and cybersecurity strengths; committee mandate covers core Robinhood risk areas (AI/cybersecurity/data privacy/regulatory compliance), which is material for investor confidence in a highly regulated, tech‑centric broker .
Independence and conflicts: Board formally determined independence. While Hegeman is CRO at Meta, the proxy discloses no related‑party transactions or relationships that interfere with independent judgment; ordinary‑course transactions considered by the Board were below materiality thresholds and did not impair independence .
Ownership alignment: Initial vested RSUs are modest (196 units), consistent with a 2025 appointee; stock ownership guideline requires ramp to 5× retainer within 5 years, providing a path to stronger alignment over time .
Director pay structure: Mix emphasizes equity (RSUs) with time‑based vesting; directors can take retainers in equity, supporting alignment. Note that RSUs for directors fully accelerate on change‑in‑control (single‑trigger), a common practice but one that investors may monitor for potential entrenchment incentives .
Board oversight robustness: Lead Independent Director structure, annual majority voting, fully independent committees, recurring executive sessions, and formal board/committee assessments strengthen governance and reduce key‑man risk from combined CEO/Chair role .
Shareholder sentiment: 2025 Say‑on‑Pay received strong support (1,538,717,458 For), indicating broad investor confidence in compensation governance and, by extension, board oversight of pay practices .

RED FLAGS to Monitor

Single‑trigger acceleration of director RSUs at change‑in‑control—standard but potentially shareholder‑unfriendly if paired with high equity intensity; monitor future equity grant levels and disclosure around director pay mix .
Early‑tenure ownership shortfall—expected for a 2025 appointee but monitor progress toward the 5× retainer guideline over the 5‑year window .
External executive role at Meta—no related‑party exposure disclosed and independence affirmed, but monitor any material commercial relationships between HOOD and Meta advertising or data products that could require recusal protocols .

Appendix: Board & Committee Context for HOOD

2025 director slate includes ten nominees; all directors elected annually under majority voting .
Committee membership matrix confirms Hegeman as Safety Committee member; 2024 committee meeting counts: Audit (9), NomGov (4), People (7), Safety (4) .
Safety Committee remit includes AI and cybersecurity program oversight and enterprise‑wide compliance reviews .
Policy framework: Insider Trading Policy prohibits hedging/pledging by directors; clawback policies in place (executive‑focused); robust stockholder engagement (retail via Say, institutional outreach) .