Paula Loop
About Paula Loop
Independent director; age 63; joined HOOD’s board in June 2021. Former PwC partner and leader of PwC’s Governance Insights Center (2016–2021); CPA with a B.S. in Business Administration from UC Berkeley. Designated “Audit Committee Financial Expert” and serves as Audit Committee Chair; also a member of the Safety, Risk & Regulatory Committee. Board determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Partner (retired June 2021); Governance Insights Center Leader | 2016–2021 | Led governance education; expertise in corporate governance, technical accounting, SEC reporting |
| PwC | New York Metro Regional Assurance Leader | 2012–2016 | Oversight of assurance practice |
| PwC | U.S. and Global Talent Leader | 2010–2012 | Human capital leadership |
| PwC Board of Partners | Board member; Governance, Risk & Quality; Executive Compensation Committees | 2017–2021 | Governance and compensation oversight |
| Value Reporting Foundation | Board member | Dec 2019–Aug 2022 | Oversaw SASB disclosure standards until consolidation into IFRS Foundation |
| NYU Stern Center for Sustainable Business | Advisory Board Chair | 2018–2021 | ESG and sustainability oversight |
External Roles
| Company | Role | Tenure Start | Notes |
|---|---|---|---|
| Fastly, Inc. | Director | Jul 2021 | Public company board |
| APi Group Corporation | Director | Mar 2022 | Public company board |
Board Governance
- Committee assignments: Audit Committee Chair; Safety, Risk & Regulatory Committee member. Audit Committee met 9 times in 2024; Safety Committee met 4 times .
- Audit oversight: As chair, Loop led agenda-setting, private sessions with EY and internal audit; committee recommended inclusion of audited financials in 2024 Form 10-K .
- Independence: Board affirmed her independence for board and committee service under Nasdaq and SEC rules .
- Attendance: During 2024, each incumbent director attended at least 75% of board and applicable committee meetings; board held 5 meetings; committees held 24 .
- Lead Independent Director structure in place (Rubinstein) providing independent oversight; fully independent committees .
Fixed Compensation
| Component | 2024 Amount | Structure/Notes |
|---|---|---|
| Cash fees (board & committees) | $93,500 | Loop elected cash for quarterly board and committee fees |
| Annual director RSU grant | $224,996 | 10,085 RSUs granted June 26, 2024; vests quarterly over 1 year |
| Total 2024 director comp | $318,496 | Cash + RSUs (grant-date fair value) |
- Program design: Non-employee directors receive $50,000 annual cash retainer plus RSU grants sized at $225,000 divided by grant-date closing price; initial RSU grant on joining is $225,000 vesting over 3 years; annual RSUs vest quarterly over one year; settlement can be deferred .
- Change-in-control: All outstanding but unvested director RSUs fully accelerate upon a change in control .
Performance Compensation
- No director performance-based pay disclosed (no director bonus metrics, PSUs, or options). Director equity is time-based RSUs; no performance metric targets apply .
Other Directorships & Interlocks
| External Board | Industry Relation to HOOD | Committee Roles (if disclosed) | Potential Interlock/Conflict |
|---|---|---|---|
| Fastly, Inc. | CDN/cloud services; not a HOOD competitor/customer disclosed | Not disclosed | No HOOD-related transactions disclosed for Loop |
| APi Group Corporation | Industrial services; no direct overlap | Not disclosed | No HOOD-related transactions disclosed for Loop |
- Related-person transactions: Proxy lists transactions since Jan 1, 2024; none involve Paula Loop; disclosed items pertain to Ribbit-affiliated entities and former director consulting, not Loop .
Expertise & Qualifications
- CPA; deep expertise in technical accounting, SEC reporting, risk management, corporate governance, and HCM; prior leadership of PwC Governance Insights Center and assurance functions .
- Audit Committee Financial Expert designation; financially sophisticated per Nasdaq standards .
- ESG and sustainability experience via VRF and NYU Stern roles .
Equity Ownership
| Holding | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 94,062 | <0.1% voting power |
| Unvested RSUs at 12/31/2024 | 14,356 | Scheduled vesting per director program |
| Vested but unpaid RSUs at 12/31/2024 | 30,040 | Deferred settlement election available |
| Ownership guidelines compliance | Met | Directors must hold 5x annual cash retainer ($250,000 for 2024); all directors except Payne met as of 2024 year-end |
- Hedging/pledging: Company prohibits hedging/pledging of HOOD securities by directors; directors cannot hold or trade derivative instruments tied to HOOD .
Governance Assessment
- Strengths: Independent audit chair with CPA credentials; designated audit financial expert; strong committee engagement (9 audit meetings); adherence to stock ownership guidelines; no related-party transactions involving Loop; anti-hedging/pledging policy enhances alignment .
- Compensation alignment: Director pay balanced (cash + annual RSUs) with standard change-in-control acceleration; no risky performance instruments; Loop elected cash for fees, RSU program remains consistent year-over-year .
- Attendance/engagement: Meets at least 75% attendance threshold; independent executive sessions framework and robust annual board/committee assessments support effectiveness .
- Risk indicators: Loop is named among defendants in legacy IPO-related litigation (dismissed in part; class action appeal pending; derivative action stayed), a sector-wide exposure rather than individual misconduct; no SEC investigations disclosed specific to Loop .
- Overall investor confidence signal: Governance profile is strong—independence, audit expertise, absence of conflicts, and ownership guideline compliance; director compensation structure is standard and not performance-incentive-driven, which is typical for boards focused on oversight versus operations .