Arvind Chakravarthy
RobloxAbout Arvind Chakravarthy
Arvind K. Chakravarthy is Roblox’s Chief People and Systems Officer (since July 2023), age 49, with prior leadership roles at Alphabet (VP, Engineering) and Palantir (CIO & Head of People Operations). He holds a BS in Chemical Engineering (Institute of Chemical Technology, Mumbai) and an MBA (Santa Clara University) . Company performance over his tenure includes higher Bookings and improved net loss year-over-year: Bookings rose from $3,521M (2023) to $4,369M (2024), while net loss improved from $(1,159)M to $(941)M; Roblox’s Pay-Versus-Performance TSR index value moved from 66 (2023) to 83 (2024) .
| Company Performance (context during tenure) | 2023 | 2024 |
|---|---|---|
| Bookings ($M) | $3,521 | $4,369 |
| Net Income ($M) | $(1,159) | $(941) |
| TSR index (Value of $100) | 66 | 83 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alphabet, Inc. | Vice President, Engineering | Jul 2019 – Jun 2023 | Senior engineering leadership at Google Assistant/Alphabet |
| Palantir Technologies | CIO & Head of People Operations | Dec 2014 – Jun 2019 | Built products shaping people processes and culture |
External Roles
No public company directorships or external board roles disclosed for Mr. Chakravarthy .
Fixed Compensation
| Item | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | 715,000 | 735,000 (effective 2025) |
| Annual Cash Bonus Target (%) | Not disclosed; no bonus paid in 2024 (– shown in SCT) | Not disclosed |
| All Other Compensation ($) | 15,445 (security $3,833; tax gross-up $112; 401(k) match $11,500) | — |
Notes:
- Employment is at-will under an employment letter; initial offer (Apr 30, 2023) set salary at $715,000 .
Performance Compensation
Roblox emphasizes equity incentives; for 2024 the program comprised RSUs (time-based) and PSUs (performance-based) with a two-year performance period (2024–2025) and a 200% cap on PSUs. For Chakravarthy, the 2024 mix was ~50% PSUs and ~50% RSUs (higher PSU weighting as a pro-rata adjustment for his 2023 hire) .
| Equity Award (2024 grants) | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| PSUs (Target/Max shares) | Cumulative Bookings and covenant adjusted EBITDA (FY2024–FY2025) | Not disclosed | 57,388 target; 114,776 max | TBD (performance period ends 12/31/2025) | Capped at 200% of target | 67% after certification within 60 days post 12/31/2025; remaining 33% in equal quarterly installments on 5/20/26, 8/20/26, 11/20/26, 2/20/27, subject to service |
| RSUs (Units) | Service | — | 53,289 | — | — | Time-based; vest quarterly over three years |
Additional context:
- Roblox did not grant stock options to NEOs in 2024 and has not granted options since its direct listing .
- Stock awards (grant-date fair value) in SCT for 2024: $4,573,174 for Chakravarthy .
Equity Ownership & Alignment
| Category | Amount | Status/Terms | Notes |
|---|---|---|---|
| RSUs outstanding (Form 3 event) | 341,131 units | RSU schedule: 34,218 vest on 5/20/2024; 306,913 vest quarterly thereafter, subject to service | Reported as initial beneficial ownership on Form 3 (3/28/2024) |
| PSUs outstanding (2024 grant) | Up to 114,776 units (maximum) | Performance-based (Bookings & covenant adj. EBITDA); 2-year period; vesting as above | Target 57,388; max 114,776 |
| 10b5-1 trading plan (current) | Up to 240,220 shares (+ formula for net shares from future RSU vests) | Adopted 2/28/2025; expires 3/31/2026; sales at specified prices; entered during open window | Could create periodic selling pressure |
| 10b5-1 trading plan (prior) | Up to 143,194 shares (+ formula incl. ESPP shares) | Adopted 11/5/2024; expires 12/31/2025; open window; Rule 10b5-1 compliant | Superseded by 2/28/2025 plan |
| Ownership guidelines | 2x base salary for executives; CEO 6x or $6M, whichever greater | Count includes directly owned and certain vested/unvested full-value awards; compliance required by later of 5/11/2027 or 5-year anniversary | NEOs are in compliance or have time to comply |
| Hedging and pledging | Prohibited for employees, officers, directors, etc. | No margin accounts or pledging allowed | Insider Trading Policy |
| Deferred compensation | Deferred $643,500 of base salary in 2024; earnings $44,159; balance $687,659 at FYE | Eligible to defer up to 90% salary, 100% cash bonus, and up to 65% of RSUs/PSUs | Indicates long-term alignment via deferral |
Employment Terms
- Offer letter (Apr 30, 2023): Chief People and Systems Officer; base pay $715,000; recommended RSU grant valued at $14,250,000 (share count based on 20-day average price pre-start); vesting per plan/award agreements; at-will employment .
- Current salary increased to $735,000 for 2025 (at-will) .
- Change-in-Control (CIC) Severance Agreement (double-trigger within CIC window): Lump-sum equals 18 months of base salary plus a pro-rated portion of 100% target annual bonus; 100% acceleration of equity (PSUs generally handled at target/per terms); up to 12 months COBRA; no excise tax gross-up (best-net cutback applies) .
- Outside CIC window (qualifying termination): Lump-sum salary (12 months), up to 12 months COBRA, and 12 months of equity vesting acceleration (subject to tenure); PSUs excluded from acceleration; definitions of “cause” and “good reason” apply .
- Clawback: Policy adopted consistent with Rule 10D-1/NYSE; restatement-triggered recovery for certain officers .
Compensation Structure Analysis
- Equity-heavy, performance-tilted mix: For 2024, Chakravarthy’s equity was ~50% PSUs and ~50% RSUs (vs ~35% PSUs for some peers), reflecting a pro-rata design post-2023 hire and stronger pay-for-performance tilt .
- No annual cash bonus paid in 2024; compensation primarily at-risk via equity .
- PSUs tied to cumulative Bookings and covenant adjusted EBITDA over 2024–2025, with back-loaded vesting (67% upon certification) supporting retention into 2026–2027 .
- No stock options granted to NEOs, lowering risk of future repricings; company has not granted options since direct listing .
- Perquisites and gross-ups: Minimal amounts for security program-related items and small tax gross-ups, plus 401(k) matching .
Performance Compensation (Detail Table)
| Metric | Weighting | Target | Actual (as of 12/31/2024) | Payout Mechanism | Vesting Details |
|---|---|---|---|---|---|
| Cumulative Bookings (FY2024–FY2025) and Covenant Adjusted EBITDA (FY2024–FY2025) | Not disclosed | 57,388 target PSUs; capped at 200% (max 114,776) | TBD (performance cert post 12/31/2025) | 0–200% of target, linear interpolation between thresholds | 67% post-cert within 60 days post 12/31/2025; 33% quarterly on 5/20/26, 8/20/26, 11/20/26, 2/20/27 |
Employment & Contracts (Key Provisions)
- At-will; no stated term; employment letter governs; confirms base salary and eligibility for benefits .
- Severance protections designed to retain during strategic events; best-net 280G cutback (no tax gross-ups) .
- Equity death acceleration policy (100% for most equity awards; PSUs excluded) .
Risk Indicators & Trading Signals
- 10b5-1 sale plan adopted Feb 28, 2025 for up to 240,220 shares (plus formulaic amounts tied to net shares from future RSU vests) through Mar 31, 2026; entered in an open window and Rule 10b5-1 compliant . A prior plan from Nov 5, 2024 covered up to 143,194 shares through Dec 31, 2025 .
- Hedging and pledging prohibited; reduces alignment risks from collateralization or derivatives .
- Clawback policy in place; mitigates restatement-related incentive risks .
Equity Grants & Vesting Schedules (Illustrative)
| Award | Grant/Reference | Quantity/Value | Vesting |
|---|---|---|---|
| Initial hire RSUs (per Form 3) | Event date 3/21/2024; disclosed 3/28/2024 | 341,131 units | 34,218 on 5/20/2024; remainder 306,913 quarterly thereafter, subject to service |
| 2024 RSUs | Grant date 3/1/2024 | 53,289 units; $2,201,901 fair value | Quarterly over three years |
| 2024 PSUs | Grant date 3/1/2024 | 57,388 target; 114,776 max; $2,371,272 target fair value | 67% post-cert after 12/31/2025; 33% quarterly through 2/20/2027 |
Ownership Guidelines & Compliance
- Executives must hold shares equal in value to 2x base salary; counting rules include directly held and certain full-value awards; compliance by later of 5/11/2027 or five-year anniversary. NEOs are in compliance or have time remaining to comply .
Employment Start Date & Tenure
- Role since July 2023; Executive Officer listing confirms current position and age .
Investment Implications
- Alignment: A high portion of pay is at-risk and tied to two-year Bookings and covenant adjusted EBITDA, with significant vesting tied to post-2025 certification—supporting medium-term retention and alignment with growth and profitability metrics .
- Selling pressure: Active 10b5-1 plan authorizing sales up to 240,220 shares through Mar 2026 (and prior plan through Dec 2025) could create intermittent supply, though plans are compliant and formulaic .
- Retention and protection: Double-trigger CIC benefits (18 months salary + pro-rated 100% target bonus + 100% equity acceleration) and outside-CIC protections (salary/COBRA/equity acceleration) reduce flight risk during transitions, while clawback and anti-pledging/hedging policies strengthen governance alignment .
- Execution risk: PSU outcomes hinge on hitting cumulative Bookings and covenant adjusted EBITDA targets through 2025; 2024 data show higher Bookings and improved net loss vs. 2023, but PSUs remain unearned until certification, leaving payout variability into 2026–2027 .