Not independent
Tenure on this board
22.3 yrs
3 nominees · 3 ballot items.
Elect three Class II directors; approve, on an advisory basis, the compensation of the named executive officers (Say-on-Pay); and ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm.
Elect three Class II directors (David Baszucki, Gregory Baszucki, and Dennis Durkin) to serve three-year terms expiring in 2029.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This non-binding proposal asks stockholders to approve the Company’s executive compensation disclosure and the compensation paid to the named executive officers as presented in the proxy. Management frames the vote as an advisory ‘Say-on-Pay’ intended to provide shareholder feedback on the overall philosophy, design and outcomes of executive pay, not to approve any single element. Roblox’s program is heavily weighted to long-term equity, with the CEO receiving 100% of direct compensation in equity in 2025 and substantial portions of NEO awards delivered as performance stock units (PSUs) tied to cumulative bookings and Covenant Adjusted EBITDA margin over a two-year performance period plus subsequent service-based vesting. The LDCC and Board argue these design features align executives’ incentives with long-term growth, bookings-driven cash generation, and margin expansion, while retention is supported via multi-year vesting. Management also discloses robust governance safeguards: an independent LDCC, an independent compensation advisor, stock ownership guidelines, and clawback/recoupment and other risk-mitigating practices. The proposal is explicitly non-binding; however, the Board and LDCC state they will consider the vote outcome when making future compensation decisions and engaging with investors. Company context includes strong 2025 financial performance (revenue and bookings growth) and prior favorable shareholder support (approximately 95% support at the 2025 meeting), which management cites to justify continuity in compensation approach. Investors should weigh the program’s strong performance linkages and high equity orientation against concerns such as magnitude of awards, concentrated voting power, and whether the selected performance metrics (bookings and Covenant Adjusted EBITDA margin) capture sustainable shareholder value creation across different macro cycles.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 4.9% | 35,373,200 | $2.0B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.3% | 30,600,996 | $1.7B |
| 3 | Capital International Investors | 4.1% | 29,177,063 | $1.6B |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 28,552,688 | $1.6B |
| 5 | Capital World Investors | 3.1% | 22,473,240 | $1.3B |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.6% | 18,501,677 | $1.0B |
| 7 | MORGAN STANLEY | 2.4% | 16,938,087 | $958M |
| 8 | IEQ CAPITAL, LLC | 2.3% | 16,530,247 | $935M |
| 9 | BlackRock, Inc. | 2.2% | 15,688,164 | $887M |
| 10 | STATE STREET CORP | 2.0% | 14,235,590 | $805M |
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