Gina Mastantuono
RobloxAbout Gina Mastantuono
Gina Mastantuono, age 54, has served as an independent Class I director of Roblox since April 2021. She is President and Chief Financial Officer of ServiceNow, Inc. (CFO since Jan 2020; President since Jan 2025), is a certified public accountant, and holds a BS in Accounting and Business Administration from SUNY Albany . At Roblox, she chairs the Audit and Compliance Committee (ACC) and is a member of the Leadership Development and Compensation Committee (LDCC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ServiceNow, Inc. | President and Chief Financial Officer | CFO since Jan 2020; President since Jan 2025 | Senior finance leadership for global enterprise software |
| Ingram Micro Inc. | EVP & CFO; EVP, Finance | EVP & CFO Dec 2016–Jan 2020; EVP, Finance Apr 2013–Dec 2016 | Led global finance and supply chain services provider |
| Revlon, Inc. | SVP, Chief Accounting Officer & International CFO | Jun 2007–Apr 2013 | Senior global accounting and finance leadership |
| InterActiveCorp. (IAC) | Finance executive roles | Prior to 2007 | Various finance roles at public company operator of global brands |
| Triarc Companies, Inc. | Finance executive roles | Prior to 2007 | Finance roles at public consumer products company |
| Ernst & Young LLP | Early career | N/A | Public accounting (CPA) |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| ServiceNow, Inc. (NYSE: NOW) | President & CFO | Public company | Executive officer; potential related-party exposure given Roblox vendor relationship (see Related Party) |
| Gong.io Inc. | Director | Private company | Revenue intelligence platform |
Board Governance
- Committee assignments: Chair, Audit & Compliance Committee; Member, Leadership Development & Compensation Committee .
- Audit Committee Financial Expert: Board determined Mastantuono meets SEC Item 407(d) standard; ACC also engaged a third-party consultant on cybersecurity .
- Independence: Board determined she is independent under NYSE rules; committees are 100% independent .
- Attendance: In 2024, each director attended at least 90% of Board and committee meetings (Board met 7 times) . In 2023, each director attended at least 90% (Board met 4 times) .
- Election support (signals of investor confidence):
- 2025 Annual Meeting: 1,399,001,292 votes “For”; 14,431,062 “Withheld” (Class I election) .
- 2022 Annual Meeting: 1,267,408,054 votes “For”; 24,863,006 “Withheld” .
Fixed Compensation
Policy structure for non-employee directors:
- Annual cash retainer: $90,000 .
- Additional cash fees (annual): Lead Independent Director $40,000; ACC Chair $25,000 / Member $15,000; LDCC Chair $20,000 / Member $10,000; NCGC Chair $15,000 / Member $10,000 .
- Equity: Annual RSU grant with approximate value $270,000; initial RSU award ~$180,000 plus prorated ~$270,000 to next annual meeting when joining mid-cycle; vest quarterly over one year; full vesting upon change in control .
Director compensation actually paid (fiscal year basis):
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $125,000 | $125,000 |
| Stock Awards (Grant-Date Fair Value) | $252,153 | $243,122 |
| All Other Compensation | $6,500 | $3,833 |
| Total | $383,653 | $371,955 |
Notes:
- Her 2024 cash equals base retainer ($90k) + ACC Chair ($25k) + LDCC member ($10k) .
- “All Other Compensation” reflects security-related costs covered by the company .
Performance Compensation
Non-employee director equity is time-based, not performance-based (alignment via RSUs):
| Grant Date | Instrument | Shares | Fair Value Basis | Vesting | Change-in-Control | Deferral |
|---|---|---|---|---|---|---|
| 5/30/2024 | RSU (Annual Award) | 3,668 | Determined off average price; table fair value $243,122 (FY2024) | Vests 1/4 on Aug 20, 2024; Nov 20, 2024; Feb 20, 2025; remainder on earlier of day prior to next annual meeting or May 30, 2025 | Unvested RSUs fully vest upon CIC | Settlement of an additional 3,668 vested shares deferred; payable in lump sum after separation |
Other Directorships & Interlocks
| Entity | Relationship to Roblox | Potential Interlock/Conflict | Oversight/Status |
|---|---|---|---|
| ServiceNow, Inc. | Vendor to Roblox | Mastantuono is President & CFO of ServiceNow; Roblox recognized approx. $720,000 in expenses payable to ServiceNow or subsidiaries since Jan 1, 2024 | ACC reviewed Related Person Transactions; determined no director had a direct or indirect material interest in the described transaction; ACC reviews/approves related-party transactions per policy |
Expertise & Qualifications
- Deep financial and strategic acumen from senior roles at ServiceNow, Ingram Micro, Revlon, IAC, and Triarc; CPA .
- Audit Committee Financial Expert designation; experience overseeing financial reporting, internal controls, and cybersecurity risk .
- Technology and global operations experience relevant to Roblox’s scale and risk profile .
Equity Ownership
Beneficial ownership as of February 28, 2025:
| Holder | Class A Shares | % Class A | Notes |
|---|---|---|---|
| Gina Mastantuono | 26,253 | <1% | Includes 14,372 shares held directly and 11,881 shares from vested RSUs deferred under the Deferred Compensation Plan |
Additional alignment policies:
- Non-employee director stock ownership guideline: hold shares equal to at least 5× annual cash retainer (i.e., $450,000), to be achieved by the later of May 11, 2027 or five years from joining the Board; as of the proxy, each director either meets the guideline or has time remaining to comply .
- Insider Trading Policy prohibits hedging and pledging of Roblox stock by directors .
Governance Assessment
-
Strengths
- Investor support: Strong re-election margins in 2025 and 2022 indicate high shareholder confidence (1.40B “For” vs 14.4M “Withheld” in 2025; 1.27B “For” vs 24.9M “Withheld” in 2022) .
- Financial oversight: ACC chaired by Mastantuono; designated audit committee financial expert; proactive engagement of cybersecurity advisor; robust ACC remit including related-party oversight .
- Engagement/attendance: Directors met at least 90% attendance in 2024 and 2023; directors encouraged to attend annual meetings (all then-serving attended 2024) .
- Alignment: Equity-based RSUs, director ownership guidelines, and no hedging/pledging policy support long-term alignment .
-
Monitoring / Potential Conflicts
- Related-party exposure: ServiceNow (where Mastantuono is President & CFO) is a Roblox vendor; ~$720,000 expenses recognized since Jan 1, 2024. The ACC reviewed and disclosed the transaction and maintains related-party oversight procedures. While the amount appears modest, this should continue to be monitored for scope and terms to ensure arm’s-length treatment and independence perceptions .
- Committee workload changes: LDCC chair transitioned to Jason Kilar in March 2025; Mastantuono remains a member, preserving cross-committee oversight continuity .
-
Broader shareholder signals
- Say-on-Pay support remained high (98% favorable in 2024), indicating general investor alignment with governance and pay practices (though focused on executives, it reflects overall governance reception) .