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Robert Zoellick

Director at Robinhood MarketsRobinhood Markets
Board

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

OrganizationRoleTenureCommittees/Impact
World BankPresidentJul 2007 – Jun 2012Led global development institution .
U.S. Department of StateDeputy SecretaryFeb 2005 – Jun 2006Senior leadership in foreign policy .
Office of U.S. Trade RepresentativeUSTRFeb 2001 – Feb 2005Led U.S. trade policy .
The White HouseDeputy Chief of StaffAug 1992 – Jan 1993Senior executive office role .
U.S. Department of StateUndersecretary of StateFeb 1989 – Aug 1992Senior policy leadership .
U.S. Department of the TreasuryCounselor to Sec. James Baker1985 – 1988Senior advisory role .
AllianceBernstein Holding L.P.Non‑executive Board ChairmanMay 2017 – Apr 2019Board leadership .
Laureate Education, Inc.DirectorDec 2013 – Dec 2017Board service .
X Corp (f/k/a Twitter, Inc.)DirectorJul 2018 – May 2022Board service .
Goldman Sachs; Fannie Mae; U.S. Naval AcademySenior posts (various)Not disclosedSenior positions in finance, housing, academia .

External Roles

OrganizationRoleTenureCommittees/Impact
Temasek Holdings (Private) LimitedChair, AmericasSince Jul 2023Regional leadership; former Temasek Board Member Aug 2013 – Jun 2023 .
Harvard Belfer CenterSenior Fellow; Adjunct ProfessorSenior Fellow since Jul 2012; Adjunct 2022–2023Policy scholarship/teaching .
Brunswick GroupSenior CounselorMay 2017 – Sep 2024Strategic advisory .
Standard Chartered BankChair, International Advisory CouncilCurrentGlobal banking advisory .
Swiss ReStrategic Council memberCurrentReinsurance strategic advisory .
Carnegie Endowment; Peterson Institute; Wildlife Conservation SocietyNon‑profit board rolesCurrentInternational policy & conservation governance .
Author“America in the World” (2020)2020U.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)AmountNotes
Fees Earned or Paid in Cash$90,000Mr. Zoellick elected cash for quarterly Board and committee fees .
Annual Board Cash Retainer Policy$50,000Base retainer; payable quarterly; directors may elect equity in lieu of cash .
Committee/Leadership Retainer PolicyNot disclosedProgram provides additional cash retainers for Lead Independent Director, committee chairs/members; specific rates not disclosed .

Performance Compensation

Grant TypeGrant DateShares/UnitsGrant‑Date Fair ValueVestingChange‑of‑Control Terms
Annual RSU (FY2024)Jun 26, 202410,085 RSUs$224,996Quarterly over one year; final tranche vests day before next annual meeting .
Unvested RSUs (12/31/2024)N/A12,092 RSUsN/AUnvested at year‑end .
Program ProvisionsN/AN/AN/AAnnual grants each year at annual meeting; initial RSU grant for new directors equals $225,000 divided by grant‑date price .
CIC TreatmentN/AN/AN/AFull 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

CompanyRolePotential 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 HoldingsChair, Americas; former Board MemberSovereign investor with broad global holdings; Board assessed and affirmed independence .
Standard Chartered; Swiss ReAdvisory rolesLarge 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 ALess than 0.1% .
Unvested RSUs (Dec 31, 2024)12,092 RSUs .
Vested but unpaid RSUs (Dec 31, 2024)0 RSUs .
Stock Ownership Guideline5x 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 StatusCompany 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 .