Gregory Baszucki
RobloxAbout Gregory Baszucki
Independent director, age 60, serving on Roblox’s Board since February 2008. He holds a BS in Electrical Engineering from the University of Minnesota–Twin Cities and is a long-time technology entrepreneur and operator. He is the brother of Founder/CEO David Baszucki, which impacts his independence classification under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wheelhouse Enterprises, Inc. | Chairman; CEO (founding to Feb 2023) | 2009–present (CEO through Feb 2023) | Built a marketplace for business software |
| Founder Partners | Co-Founder | 2013–present | Builds/invests in capital efficient mobile/Internet/software companies |
| Dealix Corporation | Founder & President | Nov 1998–Nov 2006 | Online automotive sales company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Interactive Memories, Inc. (private) | Director | Current | Not disclosed |
Board Governance
- Committee assignments: none. Audit & Compliance (ACC): Mastantuono (Chair), Carvalho, Kilar; 5 meetings in 2024. LDCC: Kilar (Chair, Mar 2025), Mastantuono, Wong (former Chair); 7 meetings in 2024. NCGC: Lee (Chair), Wong, Carvalho; 3 meetings in 2024 .
- Independence: Not independent under NYSE standards; five of six non-employee directors are independent, excluding Gregory; family relationship with the CEO noted .
- Attendance: Board held 7 meetings in 2024; each director attended at least 90% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Anthony P. Lee; independent directors hold executive sessions at least twice a year .
Fixed Compensation
| Component (FY 2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $90,000 |
| Committee membership fees | $0 (not on committees) |
| All other compensation (security expenses, etc.) | $15,332 |
| Total cash and other | $105,332 |
| Director RSU grant (grant-date fair value) | $243,122 |
| Total compensation | $348,454 |
- Director cash policy: $90,000 annual retainer; additional fees if serving as Lead Independent Director or committee chair/member (he did not) .
- Maximum annual director comp limit: $750,000 (cash + equity) .
Performance Compensation
| Equity Detail | Grant/Terms | Quantity/Value | Vesting/Trigger |
|---|---|---|---|
| Annual RSU grant | 5/30/2024 | 3,668 RSUs; priced using 20-day avg; fair value tied to $33.15 closing price | Vests quarterly: 1/4 on Aug 20, 2024; Nov 20, 2024; Feb 20, 2025; remainder on earlier of day prior to 2025 annual meeting or May 30, 2025; change-in-control single-trigger full vest |
| Deferred settlement | 2024 RSUs | Additional 3,668 vested shares deferred under plan; to be paid in ten annual installments after separation | Deferral election documented |
| Legacy stock option | 7/20/2016 | 1,168,650 options at $0.07 strike; expires 7/20/2026 | Fully vested |
Notes:
- Director awards are time-based; no performance metrics apply to director equity grants. RSU vest dates for directors are standardized (Feb 20, May 20, Aug 20, Nov 20) .
- Change-in-control: non-employee director equity awards fully vest unless otherwise specified (single-trigger) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Related-party exposure |
|---|---|---|---|
| Interactive Memories, Inc. | Private | Director | None disclosed |
- No current public company directorships disclosed; no disclosed interlocks with Roblox suppliers/customers attributable to Gregory .
Expertise & Qualifications
- Founder/operator experience in software marketplaces and online platforms (Wheelhouse, Dealix) .
- Technical education (BS EE), entrepreneurial track record, and long Roblox corporate history (board service since 2008) .
Equity Ownership
| Metric | Value |
|---|---|
| Class A shares beneficially owned | 13,637,089 (2.2% of Class A outstanding) |
| Class B shares beneficially owned | 0 |
| Total voting power | <1% (Class A: 1 vote; Class B: 20 votes per share) |
| Options exercisable within 60 days | 1,168,650 (strike $0.07; exp. 7/20/2026) |
| Deferred RSUs held | 11,881 shares (deferred under the Deferred Compensation Plan) |
- In-the-money value illustration (as of 12/31/2024): (closing price $57.86 – $0.07 strike) × 1,168,650 ≈ $67.53 million .
Insider Trades
| Date | Form | Transaction | Notes |
|---|---|---|---|
| 2024-08-09 | Form 4 | Gift | Reported late; noted in Delinquent Section 16(a) Reports |
- Deferred Compensation elections: Gregory deferred 2024 cash director fees and RSU settlement; cash and RSU grant to be released in ten equal annual installments after separation .
Governance Assessment
-
Strengths:
- Deep company-specific history and entrepreneurial/operator background .
- Strong attendance record (≥90%) and engagement; Board committees are fully independent and active .
- Director stock ownership guidelines in place (5× cash retainer; compliance expected by May 11, 2027 or within five years of joining) .
- No hedging or pledging permitted under Insider Trading Policy (alignment safeguard) .
-
Concerns/RED FLAGS:
- Non-independent due to being brother of the CEO, which can affect perceived board independence and oversight of management .
- Late Section 16 filing for a gift (Aug 9, 2024), a process/control flag though not necessarily economically material .
- Dual-class structure concentrates voting power with the CEO (David Baszucki holds ~60.9% total voting power), limiting minority shareholder influence, and amplifying the impact of non-independent family ties on governance .
-
Compensation alignment:
- Director pay mix weighted toward equity ($243,122 RSU fair value vs $90,000 cash), and use of deferrals indicates long-term alignment; change-in-control single-trigger acceleration is common but can be viewed as a governance softness relative to double-trigger structures .
-
Related-party transactions:
- No transactions involving Gregory disclosed; family employment (CEO’s child) approved by ACC; ServiceNow vendor relationship disclosed for another director (Mastantuono) .