HOManagement and incentives
Robinhood Markets, Inc. HOOD
Robinhood's proxy reports that Vlad Tenev realized $1.1B in 2025 when 11,065,463 shares from his 2019 stock-price awards finished vesting, against a salary of $34,248, no bonus, and no new grant. Those awards expired on December 31, 2025, the board says it is still working out what replaces them, and the only pay still running for him is the 48,669,572 Class B shares he owns.
Key data
HOOD · price with moving averages
Source: market data.
What the scorecard pays for
| Measure | What it means | Weight | Threshold | Target | Maximum | 2025 actual | Payout |
|---|---|---|---|---|---|---|---|
| Net revenue | all revenue after the costs netted against it | 25% | $3.4B | $3.7B | $4.0B | $4.4B | 200% |
| Adjusted net income | profit, with deal effects, unplanned tax changes and credit-loss reserves removed | 25% | $931M | $1.2B | $1.5B | $1.7B | 200% |
| Net Deposits | customer money and assets in, less what goes out | 20% | $50.5B | $60.0B | $70.0B | $68.5B | 185% |
| Gold Subscribers | people paying the monthly membership fee | 20% | 3.5M | 3.9M | 4.3M | 4.2M | 175% |
| International Net Funded Accounts | funded customers outside the United States | 10% | 0.25M | 0.45M | 0.65M | 0.27M | 54% |
| Approved result | 177.3% |
| Long-term award | Who | Measurement | Payout range | Status |
|---|---|---|---|---|
| 2025 refresh restricted stock, granted Mar 20, 2025. Target value $12M Quirk, $10M Gallagher, $4.5M Pinner, $12M Warnick | non-CEO officers | service only, quarterly over four years | share price alone, no threshold and no cap | vesting |
| 2019 market-based performance shares | Tenev only | $30.45, then $50.75 for 37.5% of the award, then $101.50 for 62.5%, on a 60-day average price | all or nothing at each goal | all goals met, fully vested 2025, expired Dec 31, 2025 |
Four of the five measures are money coming in. The fifth, customers outside the United States, carries the smallest weight and is the only one management missed. Every measure strips out companies Robinhood buys, which is why the bonus counted $4.4B of revenue against $4.5B in the audited statements. Officers below the CEO hold plain restricted stock on a calendar, no goal to hit, no multiplier. That instruction is to stay.
What it paid out
| Year | Payout | Equity cycle | Net revenue actual | The revenue bar that year | The profit bar that year |
|---|---|---|---|---|---|
| 2023 | 146.0% | none open | $1.9B | target $1.8B, cleared by 5% | Adjusted EBITDA target $412M, against a 2022 loss of $94M |
| 2024 | 185.5% | none open | $3.0B | target $2.2B, 18% above 2023 actual | adjusted net income target $299M, against a 2023 net loss of $541M |
| 2025 | 177.3% | 2019 performance shares, 100% vested | $4.4B | target $3.7B, 25% above 2024 actual | adjusted net income target $1.2B, 13% below 2024 actual |
The bars moved in two directions at once. Revenue was asked to rise 25% on what the company had already delivered, while the profit bar was set 13% below the prior year's result. The board had a reason: the 2024 figure carried a $347M tax benefit from releasing $486M of reserves held against deferred tax assets, and the 2025 definition takes unplanned tax changes out. Measured against 2024 pre-tax income of $1.1B, the $1.2B target is a 12% raise, a real bar rather than a gift.
What happens next
Gold Subscribers have reached 4.84 million against a 4.3 million cap, and first-half revenue grew 24% with net income up 27%. The 2026 goals are not disclosed. The street looks for $5.2B of revenue this year, 16% growth, softer than the 25% the board asked for last year.
Management has already pulled the cost lever. The reduction in force announced June 16, 2026 took about 10% of a 2,958-person company, and the $23M charge sits outside Adjusted EBITDA. Watch whether compensation expense falls in the third quarter while revenue holds. The board authorized $1.5B of repurchases on March 24, 2026 and the company retired $664M in the first half, $290M of it funded out of $2.2B of zero-coupon convertible notes issued June 25, 2026. That borrowing shrinks a count the 2021 plan reopens by 5% a year, 45,066,396 shares on January 1 alone.
The thing the plan wants and cannot easily buy is international customers. That measure paid 54%, the only miss. Every move abroad Robinhood has actually made is a purchase: Bitstamp in June 2025, WonderFi in Canada for $178M in June 2026. The plan counts none of it. So the scorecard keeps asking for customers earned abroad while the checkbook keeps delivering bought ones.
Tenev sold 1,875,000 shares for $220.2M over the past twelve months, all code S, stock he owned outright, in four blocks under a preset plan adopted September 5, 2025, converting Class B and going to zero Class A each time. Officers below him show the ordinary pattern of code F tax withholding on vesting plus post-vest sales. One director, Meyer Malka, bought 680,000 shares for $55.3M in the open market in June 2026 near $81, seven months after hedging a million shares at a $97.15 floor.
Closing thoughts
Robinhood pays its operating officers to grow revenue, profit, customer deposits and paid memberships, and it pays its founder nothing, because the share price is his entire paycheck. Four of those five measures were met or beaten. The fifth, customers abroad, was missed, and the only way this company has grown abroad is by writing checks its own plan refuses to count. What replaces the founder's expired award is the disclosure that sets the next three years, and it has not been written yet.
Methodology
Sector frame: Retail brokerage and consumer fintech; the plan grades net revenue, adjusted net income, Net Deposits, Gold Subscribers and international funded accounts; share price enters only through the CEO's expired 2019 market-based award, and relative shareholder return is omitted because no award uses it.
Data gaps: 2026 bonus measures and goals not disclosed, DEF 14A filed Apr 22, 2026 covers fiscal 2025 only; the CEO's replacement award undetermined as of that filing; 2026 consensus revenue is a single third-party vendor figure dated Sep 14, 2026 rather than a filed number.
Bundle: state/HOOD_context.json · Filing anchor: DEF 14A (filed Apr 22, 2026).
Sources: Robinhood Markets DEF 14A filings of Apr 22 2026, Apr 25 2025 and Apr 26 2024, including the threshold, target and maximum goal graphics read directly from hood-20260422_g132 through g137, hood-20250425_g138 through g141 and hood-20240426_g162 and g163; Form 10-K for fiscal 2025 filed Feb 18 2026; Form 10-Q for the quarter ended Jun 30 2026 filed Jul 30 2026; 156 Forms 4 filed for CIK 1783879 between Sep 16 2025 and Sep 14 2026, parsed from raw XML; stockanalysis.com for the Sep 16 2026 share price and the 2026 consensus.
Fact check: every plan measure, weight, goal and payout traced to the named proxy and cross-checked against the 10-K income statement and tax footnote; the 177.3%, 185.5% and 146.0% results recomputed from the disclosed weights and outcomes; 25 Forms 4 filed for Robinhood Ventures Fund I excluded on an issuer-CIK check; insider codes S, F, C, G and P verified in raw XML rather than inferred; the 2026 consensus and share price are vendor data, labeled as such, and are the only figures in this report not drawn from a filing.
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