Robert Zoellick
About Robert Zoellick
Robert B. Zoellick (age 71) has served as an independent director of Robinhood Markets, Inc. since May 2021; he chairs the Safety, Risk & Regulatory Committee and is a member of the Audit Committee, where the Board determined he qualifies as an “audit committee financial expert.” He is Chair, Americas at Temasek Holdings (Private) Limited (since July 2023; former Temasek Board Member 2013–2023), a Senior Fellow at Harvard’s Belfer Center, and previously held senior U.S. government roles including President of the World Bank, U.S. Trade Representative, and Deputy Secretary of State; he holds a J.D. from Harvard Law School, an M.P.P. from Harvard Kennedy School, and a B.A. from Swarthmore College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Bank | President | Jul 2007 – Jun 2012 | Led global development institution . |
| U.S. Department of State | Deputy Secretary | Feb 2005 – Jun 2006 | Senior leadership in foreign policy . |
| Office of U.S. Trade Representative | USTR | Feb 2001 – Feb 2005 | Led U.S. trade policy . |
| The White House | Deputy Chief of Staff | Aug 1992 – Jan 1993 | Senior executive office role . |
| U.S. Department of State | Undersecretary of State | Feb 1989 – Aug 1992 | Senior policy leadership . |
| U.S. Department of the Treasury | Counselor to Sec. James Baker | 1985 – 1988 | Senior advisory role . |
| AllianceBernstein Holding L.P. | Non‑executive Board Chairman | May 2017 – Apr 2019 | Board leadership . |
| Laureate Education, Inc. | Director | Dec 2013 – Dec 2017 | Board service . |
| X Corp (f/k/a Twitter, Inc.) | Director | Jul 2018 – May 2022 | Board service . |
| Goldman Sachs; Fannie Mae; U.S. Naval Academy | Senior posts (various) | Not disclosed | Senior positions in finance, housing, academia . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Temasek Holdings (Private) Limited | Chair, Americas | Since Jul 2023 | Regional leadership; former Temasek Board Member Aug 2013 – Jun 2023 . |
| Harvard Belfer Center | Senior Fellow; Adjunct Professor | Senior Fellow since Jul 2012; Adjunct 2022–2023 | Policy scholarship/teaching . |
| Brunswick Group | Senior Counselor | May 2017 – Sep 2024 | Strategic advisory . |
| Standard Chartered Bank | Chair, International Advisory Council | Current | Global banking advisory . |
| Swiss Re | Strategic Council member | Current | Reinsurance strategic advisory . |
| Carnegie Endowment; Peterson Institute; Wildlife Conservation Society | Non‑profit board roles | Current | International policy & conservation governance . |
| Author | “America in the World” (2020) | 2020 | U.S. diplomacy/foreign policy book . |
Board Governance
- Independence: The Board determined Mr. Zoellick is independent under Nasdaq listing standards and eligible for committee service; no family relationships; independence assessments considered related person transactions and other relationships, none of which interfered with independent judgment .
- Committee assignments: Chair, Safety, Risk & Regulatory Committee (4 meetings in 2024); Member, Audit Committee (9 meetings in 2024); not listed on People and NomGov committees .
- Audit committee financial expertise: The Board determined Mr. Zoellick (and Ms. Loop) qualifies as an “audit committee financial expert” per SEC rules; each Audit member is independent .
- Attendance and engagement: In 2024 the Board held 5 meetings and committees held 24; each incumbent director attended at least 75% of aggregate Board and committee meetings during the period of service; independent directors meet in executive sessions at least twice annually; all directors attended the 2024 annual meeting .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $90,000 | Mr. Zoellick elected cash for quarterly Board and committee fees . |
| Annual Board Cash Retainer Policy | $50,000 | Base retainer; payable quarterly; directors may elect equity in lieu of cash . |
| Committee/Leadership Retainer Policy | Not disclosed | Program provides additional cash retainers for Lead Independent Director, committee chairs/members; specific rates not disclosed . |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant‑Date Fair Value | Vesting | Change‑of‑Control Terms |
|---|---|---|---|---|---|
| Annual RSU (FY2024) | Jun 26, 2024 | 10,085 RSUs | $224,996 | Quarterly over one year; final tranche vests day before next annual meeting . | |
| Unvested RSUs (12/31/2024) | N/A | 12,092 RSUs | N/A | Unvested at year‑end . | |
| Program Provisions | N/A | N/A | N/A | Annual grants each year at annual meeting; initial RSU grant for new directors equals $225,000 divided by grant‑date price . | |
| CIC Treatment | N/A | N/A | N/A | Full acceleration of outstanding but unvested director RSUs upon change in control . |
No director‑level options or performance stock units are disclosed; director equity is time‑based RSUs under the Non‑Employee Director Compensation Program .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Consideration |
|---|---|---|
| AllianceBernstein Holding L.P. | Non‑executive Board Chairman (2017–2019) | Asset management experience; not currently an interlock . |
| Laureate Education, Inc. | Director (2013–2017) | Prior education sector exposure . |
| X Corp (f/k/a Twitter, Inc.) | Director (2018–2022) | Social media governance experience . |
| Temasek Holdings | Chair, Americas; former Board Member | Sovereign investor with broad global holdings; Board assessed and affirmed independence . |
| Standard Chartered; Swiss Re | Advisory roles | Large financial institutions; advisory roles, not public company directorships . |
Expertise & Qualifications
- Regulatory/government/public policy expertise; international business experience; risk management—identified by the Board as Mr. Zoellick’s key skills and qualifications for Robinhood’s oversight needs .
- Audit committee financial expertise designation; can read and understand fundamental financial statements; independent Audit member .
- Author of “America in the World: A History of U.S. Diplomacy and Foreign Policy” (2020), reflecting deep policy acumen .
Equity Ownership
| Metric (as of dates shown) | Value |
|---|---|
| Beneficial Ownership (Apr 7, 2025) | 96,326 Class A shares (94,062 held directly; 2,264 RSUs vesting within 60 days) . |
| Ownership % of Class A | Less than 0.1% . |
| Unvested RSUs (Dec 31, 2024) | 12,092 RSUs . |
| Vested but unpaid RSUs (Dec 31, 2024) | 0 RSUs . |
| Stock Ownership Guideline | 5x annual Board cash retainer ($250,000 based on $50,000 retainer) . |
| Guideline Compliance (as of end 2024) | All non‑employee directors (except Mr. Payne) satisfied guidelines; Mr. Payne on track; implies Mr. Zoellick compliant . |
| Pledging/Hedging Status | Company policy prohibits pledging, margin, and hedging (including exchange funds and event contracts) by directors . |
Governance Assessment
- Board effectiveness and oversight: Zoellick’s chairmanship of the Safety, Risk & Regulatory Committee and Audit membership (as an audit committee financial expert) signal strong engagement in enterprise risk, compliance, AI/cybersecurity, and financial reporting oversight; Safety Committee reviewed top risks quarterly and compliance frameworks in 2024 .
- Independence and conflicts: The Board affirmed Zoellick’s independence after reviewing related person transactions and other relationships; no related person transactions involving Zoellick are disclosed, and director hedging/pledging is prohibited—positive alignment signals .
- Attendance/engagement: Each incumbent director met at least 75% attendance in 2024; directors attended the 2024 annual meeting and hold regular executive sessions—supports investor confidence in board diligence .
- Director compensation and alignment: 2024 total compensation of $314,996 comprised $90,000 cash and $224,996 time‑based RSUs; RSUs vest over one year and accelerate upon change‑in‑control; stock ownership guidelines at 5x retainer are met—balanced cash/equity mix with ownership alignment .
- Risk indicators and red flags: Zoellick is a named defendant (as an IPO signatory/director) in ongoing IPO‑related litigation and derivative litigation; the securities class action was dismissed at district court with a pending appeal to the Ninth Circuit, and derivative claims are stayed—monitor but common for IPO signatories; no other legal proceedings disclosed against him .
Overall, Zoellick’s regulatory and international policy background, audit expertise, and leadership of Robinhood’s Safety Committee strengthen board oversight of complex regulatory and risk domains, with no disclosed related‑party conflicts and compliance with ownership alignment policies—supportive of governance quality .