Form 4: Robinhood Director Susan Segal Receives Equity Grant as Part of Compensation Program
Insider Transaction Report
Robinhood Markets, Inc. Director Susan Segal was granted 209 shares of Class A Common Stock valued at $93.63 per share as part of her non-employee director compensation.
Summary
- Susan Segal, a Director of Robinhood Markets, Inc. (HOOD), acquired 209 shares of Class A Common Stock on June 30, 2025.
- The shares were granted automatically under Robinhood's Non-Employee Director Compensation Program and the 2021 Omnibus Incentive Plan.
- This grant was made in lieu of cash fees, based on the June 30, 2025 closing price of $93.63 per share, totaling approximately $19,573.67.
- The 209 shares were fully vested upon grant.
- Pursuant to a deferral election, the vested shares will be delivered to Susan Segal upon the earliest of her termination of service with Robinhood, her death or disability, or a change in control of Robinhood.
- Following this transaction, Susan Segal directly beneficially owns 209 shares of Class A Common Stock.
Sentiment
Score: 7
Explanation: The document reports a routine director stock grant, which is a positive signal as it aligns the director's interests with shareholders. It does not indicate any unexpected financial performance or strategic shifts.
Positives
- The grant of stock to a director aligns their financial interests directly with those of the shareholders, promoting long-term value creation.
- The transaction is part of a pre-established compensation program, indicating a structured and transparent approach to director remuneration.
Risks
- The Power of Attorney document explicitly states that neither Robinhood nor the Attorney-in-Fact assumes liability for the undersigned's responsibility to comply with Section 16 of the Exchange Act, including reporting requirements or disgorgement of profits under Section 16(b).
Future Outlook
Vested shares granted to Susan Segal will be delivered upon the earliest occurrence of her termination of service with Robinhood, her death or disability, or a change in control of Robinhood.
Management Comments
- The grant was made under the Non-Employee Director Compensation Program of Robinhood Markets, Inc. and the Robinhood 2021 Omnibus Incentive Plan, which permits directors to elect to receive payment of quarterly director fees in the form of stock.
Industry Context
Compensating non-employee directors with equity is a common practice across publicly traded companies, particularly in the technology and financial services sectors, as it helps align the interests of the board with those of the shareholders.
Comparison to Industry Standards
- The practice of compensating non-employee directors with equity, often in lieu of cash, is a standard corporate governance practice across industries, including financial technology companies like Robinhood.
- Many companies, such as Block (SQ) or Coinbase (COIN), utilize similar equity-based compensation plans for their non-executive directors to foster long-term alignment and commitment.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Policy Application | The grant was made under the existing Non-Employee Director Compensation Program and the 2021 Omnibus Incentive Plan, demonstrating the application of established corporate governance policies for director remuneration. | 06/30/2025 | Reinforces the company's commitment to aligning director incentives with shareholder value through equity compensation. |
| Power of Attorney Establishment | Susan Segal granted a Power of Attorney to specific individuals (Jason Warnick, Lucas Moskowitz, Maureen Montgomery, Matt Yorkavich) to prepare and file Section 16 reports (Forms 3, 4, 5) on her behalf. | June 29, 2025 | Streamlines the process for insider trading compliance filings for the director, ensuring timely and accurate reporting. |
Related Party Transactions
- The stock grant to Susan Segal, a director, constitutes a related party transaction, executed under the company's established director compensation programs.
Stakeholder Impact
- Shareholders: The equity grant aligns the director's financial interests with those of the shareholders, potentially fostering decisions that enhance long-term shareholder value.
Next Steps
- Delivery of the vested shares to Susan Segal upon the earliest of her termination of service, death or disability, or a change in control of Robinhood.
Key Dates
| Date | Description |
|---|---|
| June 29, 2025 | Date the Power of Attorney was executed by Susan Segal. |
| 06/30/2025 | Date of the earliest transaction, when 209 shares of Class A Common Stock were granted to Susan Segal. |
| 07/02/2025 | Date the Form 4 was signed by Lucas Moskowitz, attorney-in-fact for Susan Segal. |
Recommendation
holdKeywords
Robinhood Markets Inc, HOOD, SEC Form 4, Insider Transaction, Director Compensation, Stock Grant, Equity Compensation, Susan Segal, Corporate Governance
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