Susan Segal
Robinhood MarketsAbout Susan Segal
Independent director of Robinhood Markets, Inc. (HOOD) since March 2024; age 72. President and CEO of the Americas Society and Council of the Americas with 40+ years in Latin American and emerging-market finance; MBA from Columbia University and BA from Sarah Lawrence College. The Board determined she is independent under Nasdaq listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Americas Society and Council of the Americas | President & CEO | Since Aug 2003 | Senior leadership across political, social, and economic development in the Americas |
| JPMorgan Partners/Chase Capital Partners | Partner; Head of Latin America Group (private equity) | Not disclosed | Pioneered early-stage venture capital investing in Latin America |
| Investment advisory focused on Latin America and U.S. Hispanic market | Founder | Not disclosed | International investing expertise |
External Roles
| Company/Organization | Role | Dates | Notes |
|---|---|---|---|
| MercadoLibre, Inc. | Director | Since Apr 2012 | Public company board |
| Vista Energy, S.A.B. de C.V. | Director | Since Jul 2017 | Public company board |
| Scotiabank | Director | Dec 2011–Apr 2023 | Public company; also honorary director and former chair of Scotiabank USA (nonpublic) |
| Ribbit LEAP, Ltd. (SPAC) | Director | Sept 2020–Sept 2022 | Public SPAC affiliated with Ribbit Capital |
| Tinker Foundation; Bretton Woods Foundation (Advisory Board) | Nonprofit board roles | Not disclosed | Nonprofit governance |
| Council on Foreign Relations | Member | Not disclosed | Policy network |
Board Governance
- Committee assignments: Chair, People and Compensation Committee; Member, Safety, Risk and Regulatory Committee; previously on Audit Committee until March 2025.
- Lead Independent Director: Jonathan Rubinstein; Board has 8 independent directors and fully independent committees.
- Independence: Board affirmatively determined Segal is independent under Nasdaq standards; no related-person transactions affecting her independence.
- Attendance and engagement: Board held 5 meetings; committees held 24 meetings in 2024; each incumbent director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet regularly in executive sessions chaired by the Lead Independent Director.
- Director education: Formal orientation and continuing education program; quarterly updates and reimbursements for programs.
- People Committee remit under her chairship: oversees executive and director compensation, HCM, risk in compensation programs, CD&A approval, and clawback policies.
- Program change signals: 2024 annual cash incentive measures shifted to total net revenue (30%), adjusted net income (30%), Net Deposits (20%), and Gold Subscriber growth (20%). Say-on-Pay support in 2024 was 98%.
Fixed Compensation
| Component | Detail | 2024 Amount/Terms |
|---|---|---|
| Annual Board Cash Retainer | Non-employee directors | $50,000 (payable quarterly; election to receive equity allowed) |
| Committee/Leadership Cash Retainers | Lead Independent Director; committee chairs/members | Retainers specified by program; amounts not disclosed in proxy |
| Fees Earned (Cash) – Susan Segal | 2024 cash fees for Board/committee service | $60,261; she elected cash for quarterly fees |
Performance Compensation
| Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Initial RSU (director onboarding) | Mar 21, 2024 | 11,786 | $224,995 | Quarterly over 3 years | Automatic upon appointment |
| Prorated Annual RSU (2024 partial year) | Mar 21, 2024 | 2,938 | $56,086 | Vests alongside annual grants | Automatic prorated grant |
| Annual RSU (2024 meeting) | Jun 26, 2024 | 10,085 | $224,996 | Quarterly over 1 year; final tranche before next annual meeting | Standard annual grant to all continuing directors |
| Change-in-control acceleration (director RSUs) | N/A | N/A | N/A | Full acceleration of outstanding but unvested director RSUs upon a change in control | Applies to non-employee director RSUs (pre/post-IPO terms) |
No performance stock units or option awards are disclosed for Segal; director equity is time-based RSUs, not tied to explicit performance metrics.
Other Directorships & Interlocks
| Relationship | Description | Governance Signal |
|---|---|---|
| Ribbit LEAP, Ltd. | Segal served as director (Sept 2020–Sept 2022); Ribbit Capital affiliates are linked to HOOD director Meyer Malka | Historical network interlock; HOOD disclosed related-person items for Malka, but none for Segal |
| Current boards (MELI, Vista Energy) | No HOOD-related transactions disclosed with these entities | Low conflict risk based on disclosures |
Expertise & Qualifications
- Executive Leadership; International Business Experience; Human Capital Management—skills highlighted by HOOD’s Board as key to strategy and oversight.
- Extensive private-sector and board experience in Latin America and emerging markets; nonprofit governance roles (Tinker Foundation; Bretton Woods Foundation Advisory Board; Council on Foreign Relations).
Equity Ownership
| Metric (as of Dec 31, 2024) | Value |
|---|---|
| Unvested RSUs | 17,386 |
| Vested but Unpaid RSUs | 7,423 |
| Metric (as of Apr 7, 2025) | Value |
|---|---|
| Vested RSUs eligible to settle within 60 days | 14,953 |
| Beneficial ownership (% voting power) | <0.1% |
Additional alignment and policy:
- Director stock ownership guideline: 5x annual Board cash retainer ($250,000 in 2024); as of end-2024 all non-employee directors met guidelines (except Payne, on track).
- Anti-hedging and anti-pledging policy covers directors; prohibits hedging and pledging of HOOD securities.
Governance Assessment
- Strengths: Independent; chairs People Committee overseeing pay, HCM, and clawbacks; led shift to more balanced performance metrics; strong Say-on-Pay support (98% in 2024) indicates investor confidence in compensation oversight.
- Alignment: Holds and accrues director RSUs with clear vesting; meets stock ownership guidelines; policy prohibits hedging/pledging, supporting alignment.
- Engagement: Meets attendance thresholds; participates in executive sessions; subject to ongoing director education.
- Conflicts: No related-person transactions disclosed for Segal; Compensation Committee interlocks noted for other members (Malka; consulting arrangement with former director Frei), but none involving Segal.
- Structural risks: Founders’ Voting Agreement concentrates ~60% voting power with co-founders, limiting practical influence of independent directors; mitigated by independent committees and Lead Independent Director structure.
RED FLAGS: None disclosed specific to Segal (no related-party transactions, pledging, or legal proceedings noted). Monitor for evolving interlocks given external board roles; no current conflicts disclosed.