ROBINHOOD MARKETS INC CLASS A (HOOD)
Sector: Financials
2026 Annual Meeting Analysis
ROBINHOOD MARKETS INC CLASS A · Meeting: June 2, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Co-founder and CEO since 2013; HOOD's 3-year price return of +780.5% outperforms the disclosed peer group median by +742.2 percentage points, far exceeding the 65-point threshold required to trigger a no vote, so no TSR concern applies.
Co-founder on the board since 2013; the same exceptional 3-year TSR outperformance vs. the disclosed peer group (+742.2pp vs. a 65pp trigger threshold) means no performance-based concern applies, and no overboarding or other flags are present.
Joined the board in March 2025, less than 24 months before the meeting date, so the TSR trigger does not apply; he brings deep product, technology, and consumer-company experience relevant to Robinhood's strategy.
Retired PwC partner and Certified Public Accountant serving as Audit Committee Chair since 2021; HOOD's 3-year TSR vastly outperforms the peer group, no attendance or overboarding flags are disclosed, and her financial expertise satisfies the audit committee requirement.
Has served since March 2022 and brings extensive fintech and financial services investing experience; HOOD's 3-year TSR outperformance vs. peers (+742.2pp) clears the trigger threshold by a wide margin, and no other flags are present.
Joined in December 2024, less than 24 months before the meeting, so the TSR trigger does not apply; he brings extensive senior operating experience at consumer technology companies relevant to Robinhood's business.
Lead Independent Director since 2021 with deep technology and board leadership experience; HOOD's 3-year TSR outperformance vs. the peer group is +742.2pp against a 65pp trigger threshold, so no performance concern applies.
Joined in March 2024, less than 24 months before the meeting, so the TSR trigger does not apply; she brings executive leadership, Latin American markets expertise, and significant public company board experience.
Has served since November 2021 and brings marketing, branding, and emerging technology expertise; HOOD's 3-year TSR far exceeds the peer group trigger threshold, and no overboarding or attendance flags are present.
Has served since May 2021 and brings regulatory, government, and international business expertise critical for a heavily regulated fintech; HOOD's 3-year TSR outperformance vs. peers (+742.2pp) is well above the 65pp trigger threshold, so no performance concern applies.
All ten director nominees pass the policy screens: HOOD's 3-year price return of +780.5% outperforms the disclosed compensation peer group median by +742.2 percentage points, far exceeding the 65-point threshold required to trigger an against vote, so no TSR-based concerns apply to any sitting director; the two directors who joined within the last 24 months (Hegeman, Payne, Segal) are exempt from the TSR trigger in any case; no overboarding, attendance, independence, or familial-relationship flags were identified for any nominee.
Say on Pay
✓ FORCEO
Vladimir Tenev
Total Comp
$3,004,978
Prior Support
98.5%%
CEO Vladimir Tenev's total reported compensation of approximately $3.0 million is extremely modest for the CEO of a $77.8 billion market-cap company — consisting almost entirely of security costs and a nominal salary of $34,248 with no new equity grants — making it well within any reasonable benchmark. The prior say-on-pay vote received 98.5% support, reflecting strong shareholder endorsement of the program. Non-CEO named executive officers receive predominantly time-vesting equity awards over four-year schedules, creating long-term alignment with shareholders, and the company maintains robust clawback policies and stock ownership guidelines, all of which satisfy the policy's pay structure requirements.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$11,231,000
Non-Audit Fees
$560,000
Non-audit fees (tax advisory at $558K plus other fees of $2K, totaling approximately $560K) represent about 5% of audit fees of $11.2 million, well below the 50% threshold that would raise independence concerns; EY is a Big Four firm appropriate for a company of Robinhood's size and complexity; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire; no material restatements are noted.
Overall Assessment
The 2026 Robinhood annual meeting presents three standard proposals: electing ten directors, an advisory vote on executive pay, and ratifying Ernst & Young as auditor. All proposals pass the policy screens cleanly — HOOD's exceptional 3-year stock performance (+780.5%, outperforming the peer group median by over 742 percentage points) removes any director TSR concern, CEO pay is remarkably low for a company of this size, and auditor fees show no independence issues.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing