Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Director
On April 15, 2021, the Board of Directors (the "Board") of Roblox Corporation
(the "Company") elected Gina Mastantuono, age 50, to serve on the Board,
effective immediately. Ms. Mastantuono will serve as a Class I director, with a
term expiring at the Company's annual meeting of stockholders to be held in
2022. In addition, Ms. Mastantuono was appointed to serve as the Chair of the
Audit Committee of the Board (the "Audit Committee").
Gina Mastantuono has served as the Chief Financial Officer of ServiceNow, Inc.
since January 2020. Prior to ServiceNow, she was CFO of Ingram Micro, Inc., a
leading provider of global technology and supply chain services. She also held
various executive finance roles at Revlon, Inc., where she was the SVP, chief
accounting officer and international CFO, InterActiveCorp, and Triarc Companies
Inc. Ms. Mastantuono holds a B.S. degree in Accounting and Business
Administration from the State University of New York at Albany.
In connection with her election to our Board on April 15, 2021, and in
accordance with the Company's Outside Director Compensation Policy (the
"Policy"), a copy of which is filed as Exhibit 10.9 to Amendment No. 2 to the
Company's Registration Statement on Form S-1 and is incorporated herein in its
entirety by reference, Ms. Mastantuono is eligible to participate in the
Company's standard compensation arrangements for Outside Directors (as defined
in the Policy). Under the terms of such arrangements, Ms. Mastantuono will
receive an annual cash retainer of $180,000 for her service on the Board, an
annual cash retainer of $25,000 for her service on as Chair of the Audit
Committee and certain equity grants as specified in the Policy. Pursuant to the
Policy, Ms. Mastantuono automatically received (i) an initial equity award of
restricted stock units having an approximate value equal to $360,000, which is
scheduled to vest over three years, and (ii) an annual equity award of
restricted stock units having an approximate value equal to $180,000. The number
of shares subject to such awards is determined by dividing the value of the
applicable award by the average fair market value of a share of our Class A
common stock for that number of consecutive trading days starting on March 10,
2021 and ending on the trading day prior to the grant date.
The Company will enter into its standard form of indemnification agreement with
Ms. Mastantuono, the form of which has been filed as Exhibit 10.1 to the
Company's Registration Statement on Form S-1 and is incorporated herein in its
entirety by reference.
There is no arrangement or understanding between Ms. Mastantuono and any other
persons pursuant to which Ms. Mastantuono was elected as a director of the
Company. Other than the indemnification agreement described in the foregoing
paragraph, Ms. Mastantuono is not a party to any transaction, or series of
transactions, required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
On April 15, 2021, the Company issued a press release announcing
Ms. Mastantuono's appointment to the Board. The press release is attached hereto
as Exhibit 99.1 and incorporated herein in its entirety by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release dated April 15, 2021.
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