David Baszucki
RobloxAbout David Baszucki
Founder, President, CEO and Chair of Roblox; age 62; director since 2004; B.S. in Electrical Engineering, Stanford. 2024 operating highlights under his leadership: 82.9M average DAUs, $3.6B GAAP revenue, $4.4B Bookings, 73.5B hours engaged, and $822.3M operating cash flow . Shareholder returns have been volatile since listing (Company TSR value of $100: $148 in 2021, $41 in 2022, $66 in 2023, $83 in 2024), while Bookings grew from $2.726B (2021) to $4.369B (2024) . Say‑on‑pay support was 98% in 2024, and the board transitioned the CEO from a 2021 mega award to an annual, performance‑heavy equity program in 2024 to reinforce pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Knowledge Revolution | Various roles | 1989–1998 | Built 2D/3D motion simulation software; sold to MSC Software in 1998 |
| MSC Software | General Manager (various roles) | 1998–2000 | Post-acquisition leadership; integration and simulation software scale-up |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Paley Center for Media | Board member | Not disclosed | Industry/Media governance and network access |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 0 | 0 | 0 (accounting treatment) | 2,984,326 | Security program $2,927,085; commuting $56,679; small tax gross-ups $562 |
| 2023 | 0 | 0 | 0 | 2,136,740 | |
| 2022 | 0 | 0 | 0 | 1,141,723 |
- CEO’s cash salary remains $0; compensation is equity-based with robust security-related perquisites approved by LDCC due to threat profile .
Performance Compensation
| Element | Metric(s) | Weighting | Target/Design | Performance Period | Payout/ Vesting |
|---|---|---|---|---|---|
| 2024 PSUs | Cumulative Bookings | 80% | Two-year cumulative targets set by LDCC | 1/1/2024–12/31/2025 | 67% vests at certification; 33% vests quarterly on 5/20/26, 8/20/26, 11/20/26, 2/20/27; 0–200% payout |
| 2024 PSUs | Cumulative Covenant Adjusted EBITDA | 20% | Two-year cumulative targets set by LDCC | 1/1/2024–12/31/2025 | Same as above |
| 2024 RSUs | Service | — | Time-based | Quarterly | 1/12 on 5/20/24 then quarterly over 3 years |
2024 CEO equity awards (granted 3/1/2024; intended grant value $25M: 75% PSUs, 25% RSUs): 446,534 target PSUs ($18.75M intended) and 148,844 RSUs ($6.25M intended). Accounting shows $0 grant-date fair value because of modification treatment of the canceled 2021 founder award; economics reflect intended values .
| 2024 Grants | Intended Value ($) | Shares |
|---|---|---|
| PSUs (target) | 18,750,000 | 446,534 |
| RSUs | 6,250,000 | 148,844 |
Founder mega-award cancellation: The 2021 Founder and CEO Long-Term Performance Award (up to 11.5M shares across stock-price tranches through 2028) was canceled on 3/1/2024 after a multi-year LDCC review; no tranches vested prior to cancellation .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 8,314,636 Class A shares (1.3% of Class A) and 48,293,658 Class B shares (100% of Class B); total voting power 60.9% due to 20:1 super-voting Class B |
| Ownership breakdown (footnote) | Includes direct Class A, trust-held Class A/B, and 5,650,889 Class A options exercisable within 60 days of 2/28/2025 |
| Vested vs. unvested (12/31/2024) | Options: 880,052 @ $0.53; 2,500,000 @ $3.345; 2,500,000 @ $3.405 (fully vested) |
| Unvested stock awards | RSUs: 111,633 unvested at 12/31/24; PSUs: up to 893,068 max eligibility pending performance |
| Ownership guidelines | CEO must hold the greater of $6M or 6x salary; executives are in compliance or have time remaining to comply |
| Hedging/pledging | Prohibited for all directors, executives, employees, consultants, contractors |
Insider exercise/vesting activity (2024): 1,896,154 options exercised (value realized $85,078,304); 37,211 shares vested from stock awards (value realized $1,571,422) — signaling potential liquidity events around exercises/settlements .
| 2024 Activity | Shares | Value Realized ($) |
|---|---|---|
| Options exercised | 1,896,154 | 85,078,304 |
| Stock awards vested | 37,211 | 1,571,422 |
Employment Terms
| Topic | Terms |
|---|---|
| Employment | At-will; confirmatory employment letter; 2024 base salary $0; no change for 2025 |
| Severance (no CIC) | Lump sum 18 months base salary (based on pre‑$0 salary), up to 18 months COBRA, and 12 months equity vesting credit (PSUs excluded) if >12 months tenure; pro-rata if <12 months |
| Severance (double-trigger CIC) | Lump sum 24 months base salary (based on pre‑$0 salary) + pro‑rated 100% target bonus; up to 18 months COBRA; 100% acceleration of all time-based awards; performance awards generally at 100% target unless award says otherwise (PSUs have specific rules) |
| Clawback | NYSE/Rule 10D‑1 compliant clawback for incentive comp after Oct 2, 2023 upon restatement |
| Hedging/Pledging | Prohibited (see policy) |
Potential payouts (as of 12/31/2024; illustrative values at $57.86 close):
| Scenario | Base Salary ($) | Bonus ($) | Accelerated Equity ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying termination (no CIC) | 1,200,000 | — | 2,870,724 | 50,793 | 4,121,517 |
| Qualifying termination (with CIC) | 1,600,000 | — | 32,295,543 | 50,793 | 33,946,336 |
| Death (equity acceleration) | — | — | 32,295,543 | — | 32,295,543 |
Change-in-control treatment of PSUs: performance measured through CIC date or at target (if higher); PSUs do not receive blanket acceleration like time-based awards absent qualification; details per award agreements and policy .
Board Governance
- Roles: Founder, President, CEO, and Chair since 2004; family relationship on board (brother Gregory is a director) .
- Structure: Classified board; fully independent committees (ACC, LDCC, NCGC) . Lead Independent Director: Anthony P. Lee (appointed 2020) with expansive duties (executive sessions, feedback conduit) .
- Committee chairs: ACC – Gina Mastantuono; LDCC – Jason Kilar (Chair since Mar 2025; preceded by Andrea Wong); NCGC – Anthony P. Lee .
- Independence: Five of six non‑employee directors independent; company eligible for “controlled company” exemption but does not use it .
- Attendance: Each director attended ≥90% of board/committee meetings in 2024 .
- Director compensation: Employee‑director Baszucki receives no director pay (compensated as employee only) .
Dual‑role implications: Combining CEO/Chair centralized leadership; mitigated by a strong Lead Independent Director, fully independent committees, executive sessions, and stockholder oversight (annual Say‑on‑Pay) .
Performance & Track Record
| Metric (FY2024) | Result |
|---|---|
| Average DAUs | 82.9M |
| GAAP Revenue | $3.6B |
| Bookings | $4.4B |
| Hours Engaged | 73.5B |
| Operating Cash Flow | $822.3M |
| Say‑on‑Pay approval (2024) | 98% |
| Company TSR – value of $100 | 2021: $148; 2022: $41; 2023: $66; 2024: $83 |
Strategic notes: Transitioned CEO pay to annual PSUs/RSUs tied to Bookings and covenant adjusted EBITDA (value creation focus) ; elevated trust and safety (40+ features in prior year) and creator economics as strategic pillars .
Compensation Structure Analysis
- Shift to performance equity: 75% PSUs in CEO 2024 package; no cash salary/bonus; strong at‑risk mix aligned to Bookings/EBITDA .
- Cancellation of 2021 mega award: No tranches vested; reduces risk of misalignment with stock-price-only hurdles; aligns with investor feedback .
- Ownership alignment: Super‑voting Class B confers 60.9% voting power; strong “skin in the game,” but concentrates control; hedging/pledging prohibited; robust ownership guidelines .
- Governance mitigants: Lead Independent Director, independent committees, annual say‑on‑pay .
Compensation Peer Group (context for benchmarking)
- 2024 peer set included: Autodesk, Cloudflare, CrowdStrike, Datadog, DocuSign, DoorDash, Dropbox, Electronic Arts, Match Group, MongoDB, Okta, Roku, Snap, Splunk, The Trade Desk, Twilio, Unity Software, Workday .
- 2025 updates: Added Airbnb, AppLovin, Dynatrace, Pinterest; removed Autodesk, DocuSign, Roku, Splunk, Unity Software .
Say‑on‑Pay & Shareholder Feedback
- 98% approval at 2024 Annual Meeting; LDCC concluded design remains competitive and performance‑oriented; continues investor engagement .
Risk Indicators & Red Flags
- Dual‑class control and family relationship on board; mitigants include non‑use of “controlled company” exemptions and fully independent committees .
- No hedging/pledging; no excise tax gross‑ups; formal clawback in place .
- Insider liquidity: significant option exercises in 2024; monitor Form 4s for selling pressure timing around vest dates (quarterly on Feb/May/Aug/Nov 20) and PSU certification in 2026 .
Investment Implications
- Alignment: CEO pay is now heavily tied to two-year Bookings and covenant adjusted EBITDA, reinforcing a path to scale and margin expansion; vesting back‑loaded (67% at certification) encourages multi‑year execution .
- Control vs. oversight: 60.9% voting power and CEO/Chair dual role present governance concentration; mitigated by lead independent director, independent committees, and strong say‑on‑pay support .
- Trading signals: Quarterly RSU vest dates (Feb/May/Aug/Nov 20) and PSU certification/vesting in 2026 may create supply events; 2024’s large option exercises point to potential liquidity windows to monitor .
- Retention/CoC: Double‑trigger CIC with substantial equity acceleration provides continuity through strategic events; outside CIC, benefits are modest (cash based on pre‑$0 base) with limited equity credit, preserving performance discipline .