Jonathan Rubinstein
Robinhood MarketsAbout Jonathan Rubinstein
Jonathan Rubinstein, age 68, has served on Robinhood’s Board since May 2021 and is the Lead Independent Director, chairing the Nominating & Corporate Governance Committee (NomGov) . He is a seasoned technology operator and board leader, currently a Director at Amazon.com, Inc. (since December 2010) and previously Amazon’s Lead Director (2017–2023) . Rubinstein’s operating roles include Apple (key role in iPod development; General Manager of the iPod Division 2002–2006), Palm (CEO 2009–2010), Hewlett-Packard (2010–2012), and Bridgewater Associates (2016–2017); he holds an M.S. in Computer Science (Colorado State), M.Eng. and B.S. in Electrical Engineering (Cornell), is a National Academy of Engineering member, and a senior IEEE member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Inc. | General Manager, iPod Division; senior leadership | 2002–2006; overall tenure 1997–2006 | Led development of iPod; technology/product leadership |
| Palm, Inc. | Chief Executive Officer | 2009–2010 (acquired by HP in 2010) | CEO through sale to HP |
| Hewlett-Packard Co. | Senior leadership | July 2010–January 2012 | Post-Palm integration/leadership |
| Bridgewater Associates | Senior role | March 2016–March 2017 | Investment management experience |
| PDT Partners | Senior Advisor | Since September 2017 | Asset management advisory experience |
| National Academy of Engineering / IEEE | Member / Senior Member | Ongoing | Technical and engineering credentials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon.com, Inc. | Director; Lead Director | Director since Dec 2010; Lead Director Sep 2017–Sep 2023 | Long-standing board oversight at a major tech platform |
| Qualcomm Incorporated | Director | May 2013–May 2016 | Semiconductor industry exposure |
| Palm, Inc. | Director | Oct 2007–July 2010 | Pre-CEO board role |
Independence review considered ordinary-course transactions with companies where Rubinstein served; amounts did not exceed 5% of the recipient’s annual gross revenue, and the Board affirmed his independence .
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Rubinstein is independent under Nasdaq and SEC rules |
| Board Role | Lead Independent Director; presides over executive sessions, co-sets agendas, liaison with Chair/management, may call special meetings, point of contact for shareholders |
| Committee Assignments | Chair, Nominating & Corporate Governance Committee (NomGov) |
| Committee Activities (2024) | NomGov met 4×; oversaw recruitment/onboarding, independence evaluation, board composition, ESG reporting, shareholder engagement, annual self-assessments |
| Attendance (2024) | Each incumbent director attended at least 75% of Board/committee meetings; Board met 5×; committees 24× |
| Executive Sessions | Independent directors meet regularly in executive session; chaired by Lead Independent Director |
Fixed Compensation
| Component | Structure/Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $50,000 (paid quarterly; pro-rated for partial quarters) | Non-employee directors may elect cash or equity (fully vested shares/RSUs with deferred settlement) in lieu of cash |
| Committee/Leadership Retainers | Additional annual cash retainers for Lead Independent Director, committee chairs, and committee members | Specific dollar amounts not disclosed in proxy; paid quarterly in arrears |
Performance Compensation
| Component | Structure | Metrics/Vesting |
|---|---|---|
| Annual RSU Grants (Directors) | Non-employee directors receive annual equity grants under the program | Time-based vesting; no performance conditions disclosed for director awards |
| Stock Ownership Guidelines | Minimum 5× annual Board cash retainer ($250,000 based on $50,000 retainer) | Compliance measured annually; as of end-2024, all non-employee directors met guidelines except Mr. Payne (on track within 5 years) |
| Hedging/Pledging Policy | Prohibits hedging/pledging and trading in company derivatives; bans margin purchases by covered persons | Applies to directors; supports alignment |
Other Directorships & Interlocks
| Potential Interlock/Transaction | Board Independence Determination |
|---|---|
| Ordinary-course transactions over $10,000 with companies where Rubinstein served as a director/executive (e.g., broader vendor/customer contexts) | Amounts did not exceed 5% of recipient entity’s annual gross revenue; Board affirmed independence |
Expertise & Qualifications
- Executive leadership, technology infrastructure/cybersecurity, and emerging technology/innovation (including AI) are cited core skills .
- Extensive senior operating experience and public board leadership, including Lead Director tenure at Amazon .
- Technical credentials: M.S./M.Eng./B.S., National Academy of Engineering and IEEE senior member .
Equity Ownership
| Holder/Category | Shares/Units | % Voting Power |
|---|---|---|
| Total beneficial ownership (Class A) | 228,485 | <0.1% |
| Breakdown: Class A in name | 16,548 | — |
| Breakdown: Class A held by Jonathan J. Rubinstein Trust | 164,194 | — |
| Vested RSUs with right to settle within 60 days | 43,215 | — |
| RSUs scheduled to vest/settle within 60 days | 4,528 | — |
Director stock ownership guidelines: 5× annual cash retainer ($250,000); directors assessed annually and Rubinstein was part of non-employee directors deemed compliant at end-2024 (exception noted for Payne only) .
Governance Assessment
- Strengths: Lead Independent Director role with clearly articulated authorities enhances independent oversight; chairs NomGov with active board refreshment, ESG oversight, and annual performance assessments; independence affirmed despite ordinary-course transactions; director stock ownership guideline compliance; consistent attendance and participation in executive sessions .
- Alignment: Equity-based director pay with prohibition on hedging/pledging supports shareholder alignment .
- Shareholder engagement: Lead Independent Director participated in select institutional meetings as part of annual outreach, signaling board engagement with investors .
RED FLAGS
- Dual-class control: Founders and related entities control ~60% of total voting power via a voting agreement, potentially limiting the influence of independent directors and shareholder initiatives .
- Litigation exposure: Rubinstein is among directors named in IPO-related litigation; while a motion to dismiss was granted and an appeal is pending, this is an overhang to monitor .
Notes on Committee Oversight and Effectiveness
- NomGov scope includes director nominations, independence review, annual board and committee self-assessments, ESG strategy/reporting oversight, proxy season trends, and shareholder engagement program oversight; Rubinstein’s chair role places him at the center of governance quality and refreshment .
- Board/committees maintain robust performance assessments and implement enhancements (e.g., more time for strategic discussions, education on emerging risks including AI/cybersecurity) that improve board effectiveness .
Director Compensation Program Context
- Non-employee director program combines cash and equity, with flexibility to take retainers in equity, plus leadership and committee retainers; supports retention of high-caliber directors and owner mindset .
All information cited from Robinhood’s 2025 DEF 14A proxy statement.