| Nominee | Forecast | Background |
|---|---|---|
Not independent | WATCH Prior 99.2% 70808793100 | Vladimir Tenev is the CEO and President of Robinhood since November 2020 and co-founded the company in 2013. |
Not independent | HEALTHY Prior 99.8% 70808793100 | Co-founded Robinhood in 2013, serving as Co-CEO until 2020 and Chief Creative Officer until 2024, and currently serves as Founder and CEO of Aetherflux Inc. |
Independent | HEALTHY Prior 99.9% 70808793100 | Co-Chief Executive Officer of Ithaca Holdings since March 2026 and former Chief Revenue Officer at Meta Platforms from December 2024 to February 2026. |
Independent | WATCH Prior 99.8% 70808793100 | Paula Loop retired as a partner from PricewaterhouseCoopers LLP in June 2021 and serves on the boards of Fastly, Inc. and APi Group Corporation. |
Independent | WATCH Prior 99.3% 70808793100 | Founder and Managing Partner of Ribbit Capital and co-founder of Banco Lemon, which was acquired by Banco do Brasil in 2009. |
Independent | MATERIAL Prior 99.7% 70808793100 | Former CEO of Tinder and President of DoorDash, with leadership roles at eBay and Microsoft, and currently serving on the boards of Hims & Hers Health and Gogo. |
Independent | MATERIAL Prior 89.0% 70808793100 | Jonathan Rubinstein served as General Manager of the iPod Division at Apple from 2002 to 2006 and was Lead Director at Amazon from 2017 to 2023. |
Independent | ELEVATED Prior 99.5% 70808793100 | Susan Segal has served as President and CEO of Americas Society since 2003 and has held directorships at MercadoLibre, Vista Energy, and Scotiabank. |
Independent | — | Dara Treseder is the Chief Marketing Officer at Autodesk and previously held senior marketing roles at Peloton, Carbon, and GE Ventures. |
Independent | HEALTHY Prior 99.8% 70808793100 | Robert Zoellick served as President of the World Bank from July 2007 to June 2012 and held key roles in U.S. trade and foreign policy, including U.S. Trade Representative. |
| #1 | Election of Directors Filed by the board · Board recommends For Elect ten director nominees to the Board to serve until the 2027 annual meeting. |
| #2 | Advisory Vote to Approve the Compensation of Our Named Executive Officers Filed by the board · Board recommends For Non-binding, advisory 'Say-on-Pay' vote to approve executive compensation disclosed in the proxy. Detail ›This advisory 'Say-on-Pay' proposal asks shareholders to approve the Company’s 2025 executive compensation as disclosed in the proxy statement. Management seeks shareholder endorsement of its compensation philosophy — emphasizing pay-for-performance, equity-based long-term incentives, and retention mechanisms — to validate its approach and support continued alignment of executive incentives with stockholder interests. The Board recommends a vote FOR, citing program features such as long-term RSU vesting, an annual cash incentive tied to challenging performance metrics (net revenues, adjusted net income, net deposits, Gold subscriber growth, and international net funded accounts), use of independent compensation consultants, and strong prior shareholder support. Context includes the Company’s significant 2025 financial performance, notable equity refresh grants for non-CEO NEOs, no change to CEO compensation, and a history of robust Say-on-Pay support. A FOR vote is non-binding but signals shareholder assent; a substantial negative vote could lead to committee and board reassessment of compensation practices and potential changes to program design or disclosure. The Board intends to consider voting outcomes in future compensation decisions. |
| #3 | Ratification of Appointment of Independent Registered Public Accounting Firm Filed by the board · Board recommends For Ratify Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2026. |
| Holder | % of shares | Position value |
|---|---|---|
| VANGUARD CAPITAL MANAGEMENT LLC | 5.70% | $3.56B |
| VANGUARD PORTFOLIO MANAGEMENT LLC | 4.13% | $2.57B |
| STATE STREET CORP | 3.71% | $2.31B |
| BlackRock, Inc. | 2.96% | $1.85B |
| Newlands Management Operations LLC | 2.68% | $1.67B |
| GEODE CAPITAL MANAGEMENT, LLC | 2.11% | $1.31B |
| BlackRock, Inc. | 1.76% | $1.10B |
| FMR LLC | 1.32% | $821M |
| Index Venture Associates VI Ltd | 1.29% | $802M |
| JPMORGAN CHASE CO | 1.01% | $590M |
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › | |
| Annual report amendment (10-K/A) | View › | |
| Annual report (10-K) | View › | |
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › |
About the risk forecast
The risk forecast scores each director on the company’s slate against Boardroom Alpha’s YoY Director-Vote Forecast model — three XGBoost classifiers that estimate the probability the director’s vote support falls below 70%, 80%, and 90% at the upcoming annual meeting, augmented by a five-rule governance escalation layer (overboarding, audit-committee composition, prior dissent, and others).
Bands map to those probability thresholds:
- Crisis — high probability of vote support below 70%. Rare.
- Material — high probability of below 80%. The primary screening threshold.
- Elevated — significant elevated risk of dissent.
- Watch — even a mild withhold is detectable. Informational.
- Healthy — no signal of meaningful dissent.
Prior is the director’s most-recent vote-support percentage at this same board. Direction compares the forecast to that prior vote: ↑ expected better means more support than last year; ↓ expected worse means less.
Forecast applies only to non-contested annual proxies (DEF 14A). Contested situations are tracked separately on the contested-proxy pipeline. The model is retrained nightly; bands shown reflect the most recent run.
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