Mark Reinstra
RobloxAbout Mark Reinstra
Mark Reinstra (age 59) is Chief Legal Officer and Corporate Secretary of Roblox (RBLX). He joined Roblox as General Counsel in December 2019, served as General Counsel & Corporate Secretary from November 2020–November 2024, and became CLO & Corporate Secretary in November 2024; previously he was a member at Wilson Sonsini Goodrich & Rosati from 1994–2019. He holds a JD from Stanford Law School and a BS in Industrial Engineering from the University of Wisconsin–Madison . Company performance during his tenure includes GAAP revenue of $3.6B, bookings of $4.4B, and operating cash flow of $822.3M in 2024 , with PSU performance certified at 174.72% of target for the 2023–2024 measurement period (cumulative bookings $7,890M vs $7,518M target; covenant adjusted EBITDA $1,239M vs $596M target) . Pay-Versus-Performance TSR index values were 148 (2021), 41 (2022), 66 (2023), 83 (2024) .
Company performance (context)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| TSR index (initial $100) | 148 | 41 | 66 | 83 |
| Bookings ($B) | $2.726 | $2.872 | $3.521 | $4.369 |
| GAAP Net Income ($MM) | $(503) | $(934) | $(1,159) | $(941) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Roblox | Chief Legal Officer & Corporate Secretary | Nov 2024–Present | Oversight of legal, governance; increased public policy remit |
| Roblox | General Counsel & Corporate Secretary | Nov 2020–Nov 2024 | Governance, disclosure; Corporate Secretary author of annual meeting notice |
| Roblox | General Counsel | Dec 2019–Nov 2020 | Built in-house legal function post-listing |
| Wilson Sonsini Goodrich & Rosati | Member / Attorney | 1994–2019 | Outside counsel to Roblox; capital markets, corporate governance |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in the proxy for Mr. Reinstra |
Fixed Compensation
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $698,750 | $715,000 | $735,000 |
| Target/Actual Cash Bonus | No cash bonus program for executive officers | No cash bonus program for executive officers | No cash bonus program for executive officers |
Other compensation: $19,195 in 2024 (security $3,833; tax gross-up $112; 401(k) match $15,250) . Summary 2024 total reported compensation: $7,706,077 .
Performance Compensation
2024 Annual Equity Program (design)
| Metric | Weighting | Target | Measurement Period | Payout Schedule | Vesting |
|---|---|---|---|---|---|
| Cumulative Bookings | 80% | Targets set by LDCC (not disclosed) | Jan 1, 2024–Dec 31, 2025 | 0–200% based on achievement | 67% at certification post-12/31/2025, remaining 33% in equal quarterly installments on 5/20/2026, 8/20/2026, 11/20/2026, 2/20/2027 |
| Cumulative Covenant Adjusted EBITDA | 20% | Targets set by LDCC (not disclosed) | Jan 1, 2024–Dec 31, 2025 | 0–200% based on achievement | Same as above |
Change-in-control treatment: During the performance period, eligible PSUs determined by actual performance through the change date or, if greater, at target; upon qualifying termination in connection with a change-in-control, all remaining earned PSUs fully vest .
2023 Performance Stock Units (results certified February 10, 2025)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Cumulative Bookings ($MM) | 80% | $7,518 | $7,890 | 174.72% overall PSU payout | 50% vested on 2/10/2025; remaining vests on 4/13/2026 |
| Cumulative Covenant Adjusted EBITDA ($MM) | 20% | $596 | $1,239 | 174.72% overall PSU payout | Same as above |
Mr. Reinstra’s 2023 PSU units: target 44,397; eligible to vest 77,570 .
2024 Grants and Vesting Schedules
| Award Type | Intended Grant Value ($) | Units Granted | Grant Date | Vesting Schedule |
|---|---|---|---|---|
| RSUs | $4,605,250 | 109,674 | 3/1/2024 | 1/12 on 5/20/2024, then quarterly for 11 additional quarters (through 2/20/2027) |
| PSUs (at target) | $2,479,750 | 59,055 | 3/1/2024 | Based on performance; 67% at certification after 12/31/2025; 33% quarterly thereafter |
Grant-date fair values reported in SEC tables: RSUs $4,531,730; PSUs $2,440,153 . 2024 stock awards reported for Mr. Reinstra: $6,971,882 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 604,546 Class A shares (includes 231,528 options exercisable within 60 days via trusts/held directly); <1% of Class A; voting power <1% |
| Options (Exercisable) | 305,528 options at $3.405 (granted 12/9/2019; fully vested) |
| RSUs Outstanding (Unvested) | 31,181 (4/8/2022) ; 7,016 (4/8/2022) ; 46,247 (4/13/2023) ; 82,255 (3/1/2024) |
| PSUs Outstanding (Unearned, not vested) | 24,930 (4/8/2022 PSU) ; 88,794 (4/13/2023 stock-price PSU tranche) ; 118,110 (3/1/2024 PSUs at 200% max reference) |
| Ownership Guidelines | 2× base salary for executive officers; compliance by NEOs or additional time to comply by May 11, 2027/five-year anniversary |
| Hedging/Pledging | Prohibited for directors, executives, and employees |
| ESPP/401(k) | ESPP at 15% discount; 401(k) match $1-for-$1 up to 50% of IRS limit |
| Deferred Compensation | Participates in Deferred Compensation Plan; deferred $607,750 salary in 2024; account balance $674,960 at 12/31/2024 |
Employment Terms
| Term | Detail |
|---|---|
| Employment Status | At-will; confirmatory employment letter; 2024 base $715,000; 2025 base $735,000 |
| Severance (Outside Change-in-Control) | 12 months base salary, up to 12 months COBRA premiums (or taxable equivalent), equity acceleration for up to 12 months service; PSUs not accelerated beyond pro-rated earned portion per program rules |
| Severance (Within Change-in-Control period, double-trigger) | Lump-sum: 18 months base salary + pro-rated 100% target bonus; up to 12 months COBRA; 100% acceleration of outstanding equity awards (performance deemed at target unless otherwise specified; PSUs follow program-specific CIC treatment) |
| Estimated Payments (as of 12/31/2024) | Without CIC: Total $9,313,600 (base $715,000; equity $8,598,600) . With CIC: Total $18,622,827 (base $1,072,500; equity $17,550,327) |
| Clawback | NYSE Rule 10D-1 compliant compensation recovery policy for restatements; applies to incentive comp received after 10/2/2023 for prior 3 years |
| Non-compete/Non-solicit | Not disclosed in proxy for NEOs |
Compensation Structure Notes
- Equity-heavy pay mix aligned with long-term value creation: for NEOs, ~90% compensation is equity-based (RSUs/PSUs) with three-year vesting and PSU performance tied to bookings and covenant adjusted EBITDA .
- No pension plans; no excise tax gross-ups upon change-in-control; double-trigger CIC arrangements; robust stock ownership guidelines; no hedging/pledging .
- 2024 say-on-pay approval 98% (indicative of shareholder support for pay design) .
Compensation Peer Group (benchmarking reference)
2025 peer group included: Airbnb, AppLovin, Cloudflare, CrowdStrike, Datadog, Dynatrace, Dropbox, Electronic Arts, Match Group, MongoDB, Okta, Pinterest, Snap, The Trade Desk, Twilio, Workday .
Related Party and Governance Notes
- A child of Mr. Reinstra is employed at Roblox; ACC approved employment; compensation aligned with comparable roles (base < $180,000; equity grants per standard progression) .
- Corporate governance includes independent LDCC, ACC, and NCGC; strong lead independent director; stockholder communication routed via CLO/CFO/Legal Department (CLO screens and routes messages per policy) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited—reduces misalignment risk .
- PSUs have clear, audited performance certification and structured vesting—limits discretionary payouts .
- Nevada reincorporation proposal (aligned with statute-focused governance) does not alter NYSE listing or dual-class terms; Corporate Secretary role active in meeting processes .
Investment Implications
- Alignment: Heavy equity mix with PSUs tied to bookings/EBITDA and strict ownership/anti-hedging rules signal strong pay-for-performance alignment and reduced misalignment risk .
- Insider supply cadence: Quarterly RSU vests and PSU certifications (e.g., Feb 2025 50% PSU vest; remaining in April 2026) create predictable windows that can influence insider selling pressure and float dynamics near vest dates .
- Retention/CIC economics: Double-trigger CIC with significant equity acceleration (and target-level performance treatment where applicable) implies robust retention but meaningful change-of-control dilution risk if triggered .
- Governance: 98% say-on-pay approval and independent committees support stable compensation oversight; CLO/Corporate Secretary role centralizes governance controls and stockholder communications .
Note: All data reflect disclosures in Roblox’s 2025 DEF 14A and related sections; items not disclosed have been omitted per instruction.