Vladimir Tenev
Robinhood MarketsAbout Vladimir Tenev
Vladimir Tenev is Chair of the Board and Chief Executive Officer of Robinhood Markets, Inc. (HOOD). He co‑founded Robinhood in 2013, became CEO in November 2020, and has served as Board Chair since March 2021; he holds an M.S. in Mathematics from UCLA and a B.S. in Mathematics from Stanford University . Company performance in 2024 reached record total net revenues of $2.95B, net income of $1.41B, and adjusted EBITDA of $1.429B; cumulative TSR since the 2021 IPO rose to $107 per $100 initial investment (vs. $116.92 for the KBW Nasdaq FinTech index) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Robinhood Markets, Inc. | Co‑CEO and Co‑President (alongside Baiju Bhatt) | Nov 2013 – Nov 2020 | Co‑founded Robinhood; led product and strategy to democratize finance . |
| Robinhood Markets, Inc. | CEO and President | Nov 2020 – Present | Set strategy across Brokerage, Crypto, and Money; drove product velocity and record 2024 financial results . |
| Robinhood Markets, Inc. | Chair of the Board | Mar 2021 – Present | Combined CEO/Chair role; provides strategic leadership with oversight via independent Lead Director and committees . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No additional public company directorships disclosed in proxy . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 34,248 | — (CEO not in annual cash incentive) | — | — | 2,103,203 (personal security and aircraft costs) | 2,137,451 |
| 2023 | 34,248 | — | — | — | 2,404,090 | 2,438,338 |
| 2022 | 34,248 | — | — | — | 1,263,281 | 1,297,529 |
Notes:
- CEO does not participate in the annual cash incentive program and received no new equity grants in 2024 .
- “All Other Compensation” for 2024 comprises $1,623,888 personal security and $479,315 personal aircraft costs; CEO may be accompanied by family on such flights at no incremental cost .
Performance Compensation
Company annual cash incentive framework (CEO excluded):
| Metric | Weighting | Threshold | Target | Maximum | 2024 Outcome | Payout (% of target) |
|---|---|---|---|---|---|---|
| Total Net Revenues | 30% | Not disclosed | Not disclosed | Not disclosed | Above maximum | 200% |
| Adjusted Net Income | 30% | Not disclosed | Not disclosed | Not disclosed | Above maximum | 200% |
| Net Deposits | 20% | Not disclosed | Not disclosed | Not disclosed | Above maximum | 200% |
| Gold Subscriber Growth | 20% | Not disclosed | Not disclosed | Not disclosed | Between target and maximum | 128% |
| Total Company Payout | — | — | — | — | — | 185.5% |
CEO payout: Not eligible; no participation in the annual cash incentive program .
CEO long-term incentives:
- 2019 Market‑Based PSUs with price hurdles: $50.75 (37.5% tranche) and $101.50 (62.5% tranche); time‑based service schedule completed; any tranche immediately vests upon achieving the stock‑price goal (60‑trading‑day VWAP), subject to continued service . In sale events before Dec 31, 2025, additional tranche(s) may vest based on deal price, including linear interpolation between goals; vesting protection applies for certain terminations near a sale event .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 6,907 Class A shares; 46,638,223 Class B shares . |
| % of Class B | 40.3% . |
| Voting Power | 24.2% of total voting power (Class B has 10 votes/share; A has 1 vote/share) . |
| Founders’ Voting Agreement | Co‑founders and related entities control ~60% of total voting power; agreement includes proxies ensuring election/retention of co‑founders as directors and coordinated voting . |
| Outstanding Unvested Performance Equity | 11,065,463 PSUs unearned (market‑based) with $412,299,151 market/payout value at 12/31/24 (based on $37.26) . |
| Hedging/Pledging | Company policy prohibits pledging or hedging of Robinhood securities by covered persons (directors, officers, employees, family/controlled entities) . |
| Stock Ownership Guidelines | Executives must hold “Qualifying Equity Securities”; all executives met guidelines as of YE 2024, except newly hired CTO (on track) . |
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment Agreement | No offer letter or fixed-term employment agreement in effect for CEO as of 12/31/24 . |
| Severance (non‑CIC) | Lump sum: greater of $1.5M or 18 months’ base salary; 18 months COBRA (after‑tax); equity acceleration of 18 months (non‑performance awards); 50% prorated prior/ current year bonus amounts not applicable to CEO (no bonus eligibility) . |
| Severance (CIC, double trigger within -3 to +18 months of CIC) | Lump sum: greater of $2.0M or 24 months’ base salary; 24 months COBRA (after‑tax); accelerated vesting of all outstanding non‑performance equity awards . |
| 280G Treatment | Cut‑back to avoid excise tax if beneficial vs. paying full with excise tax; no tax gross‑ups . |
| Clawbacks | Nasdaq 2023‑compliant restatement clawback; separate policy for detrimental conduct permitting recovery of incentive compensation . |
| Change‑in‑Control Design | Awards granted 2021+ avoid single‑trigger cash/acceleration; plan uses double‑trigger for executive officers . |
Board Governance
- Role: Chair of the Board and CEO (dual role); Board appoints a Lead Independent Director (Jonathan Rubinstein) to provide independent leadership, set agendas with the Chair, chair executive sessions, and act as liaison with management and stockholders .
- Board Committees: Audit, Nominating and Corporate Governance (NomGov), People and Compensation, and Safety, Risk & Regulatory—all fully independent; CEO is not a committee member .
- Meeting Cadence: In 2024, Board held 5 meetings; committees held 24 meetings; each incumbent director attended ≥75% of applicable meetings; independent directors meet in regular executive sessions .
- Independence: CEO is not independent; eight independent directors on current Board .
- Director Compensation: Employee directors (CEO) receive no additional Board compensation .
Say‑On‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| Say‑On‑Pay (2024) | 98% approval of NEO compensation . |
| Frequency | Annual Say‑On‑Pay adopted (commencing after 2024) . |
| Investor Engagement | Ongoing outreach to institutional investors; retail engagement via Say platform . |
Compensation Peer Group (2024, approved Dec 2023)
Affirm, Block, Coinbase, Coursera, DoorDash, Duolingo, Etsy, Interactive Brokers, Lyft, Maplebear (Instacart), Pinterest, Rocket Companies, Snap, SoFi, Zillow .
Company Performance Context
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Net Income (GAAP, $mm) | (3,687) | (1,028) | (541) | 1,411 |
| Adjusted EBITDA ($mm) | 33 | (94) | 536 | 1,429 |
| Total Net Revenues ($mm) | — | — | — | 2,950 |
TSR since IPO (value of initial fixed $100):
| Year | HOOD TSR ($) | Peer Group TSR ($, KBW Nasdaq FinTech) |
|---|---|---|
| 2021 | 51.01 | 96.85 |
| 2022 | 23.38 | 65.92 |
| 2023 | 36.59 | 87.37 |
| 2024 | 107.01 | 116.92 |
Risk Indicators & Red Flags
- Dual‑Class & Voting Control: Class B shares with 10 votes/share; Founders’ Voting Agreement parties control ~60% of voting power—co‑founders can determine director elections and outcomes when voting together . Governance mitigants include Lead Independent Director and fully independent committees .
- Legal Proceedings: IPO‑related class action and derivative litigation—Company’s motions to dismiss granted; appeal pending in 9th Circuit (plaintiffs named Tenev among IPO signatories) .
- Hedging/Pledging: Prohibited for insiders under policy (alignment positive) .
- Tax Gross‑Ups: None for 280G parachute payments (shareholder‑friendly) .
- Related Party: Voting and equity exchange agreements with founders; details disclosed and time‑bounded by charter sunset (Class B converts by 2036) .
Compensation Structure Analysis
- Cash vs Equity Mix: CEO compensation remains primarily fixed salary with security‑related costs; no annual bonus or new equity grants since IPO‑era awards—signals emphasis on legacy market‑based PSUs rather than new grants .
- Options vs RSUs: Company shifted non‑CEO NEO annual refresh to time‑based RSUs vesting quarterly over 4 years (simpler, retention‑oriented), while CEO relies on older market‑based PSU award mechanics .
- Performance Metrics: 2024 bonus plan broadened to revenue, adjusted net income, Net Deposits, Gold Subscriber growth—payout at 185.5% indicates strong operating execution .
- Governance Safeguards: Double‑trigger CIC vesting; robust clawbacks; prohibition on pledging/hedging; annual Say‑On‑Pay with 98% support .
Equity Vesting & Insider Selling Pressure
- CEO market‑based PSUs immediately vest upon reaching price hurdles ($50.75 and $101.50, 60‑day VWAP), with time‑based service already satisfied—this structure can create event‑driven vesting supply at those thresholds; settlement subject to continued service and sale event mechanics .
- No pledging permitted; beneficial ownership shows significant founder holdings and voting power, but no disclosure of CEO share pledges (policy forbids) .
Board Service and Dual‑Role Implications
- Tenure: Director since 2013; Chair since 2021 .
- Committees: CEO is not on any Board committees; all four standing committees are fully independent .
- Independence: CEO not independent; Board maintains Lead Independent Director (Rubinstein) with defined powers to counterbalance CEO/Chair dual role .
- Attendance: Board and committees active; directors met ≥75% attendance thresholds in 2024; independent directors hold executive sessions regularly .
Investment Implications
- Alignment: CEO’s legacy market‑based PSUs tie value realization to sustained stock price thresholds; prohibition on hedging/pledging and ownership guidelines strengthen alignment .
- Retention & Continuity: No fixed‑term contract; severance plan provides meaningful, standardized protections (double‑trigger CIC; equity acceleration)—supports stability without excessive entrenchment (no tax gross‑ups; no single‑trigger) .
- Execution Signal: 2024 bonus plan payout at 185.5% (CEO excluded) alongside record revenue, net income, and adjusted EBITDA underscores operating momentum; monitor continuation into 2025 and the impact of product expansion (Legend, Gold Card, Futures, EU/UK growth) on sustainable metrics .
- Governance Risk/Control: Founders’ Voting Agreement and dual‑class structure concentrate voting power with co‑founders through 2036; mitigants include Lead Independent Director and independent committees—investors should weigh control risk vs. strategic cohesion under founder leadership .
- Potential Supply Events: Watch for PSU vesting upon price hurdles ($50.75/$101.50) that could create episodic insider settlement activity; CEO had no new 2024 grants, limiting incremental overhang beyond existing PSUs .