Roblox Corp
For the period ended May 28, 2026. Filed Apr 16, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 28, 2026 · Filed Apr 16, 2026
Contents
Continuing Directors
The following biographies are for each Class III director whose current term will expire at the 2027 annual meeting.
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| Anthony P. LeeVice President of AltosVentures Management, Inc.Age: 55Director Since: 2008Committees:Nominating and CorporateGovernance (Chair); LeadIndependent Director | | BackgroundMr. Lee has served as a member of our Board since February 2008 and was appointed as our Lead Independent Director in November 2020. He joined Altos Ventures in May 2000 and is currently a Vice President of Altos Ventures Management, Inc., which manages a family of international, technology-focused venture capital funds. He is a managing director of each fund. In addition, Mr. Lee currently serves on the board of directors of several private companies and non-profit organizations. He holds an AB in Politics from Princeton University and an MBA from the Stanford Graduate School of Business.Director QualificationsWe believe that Mr. Lee is qualified to serve on our Board because of his significant knowledge of and history with our Company and his experience as a seasoned investor and current and former director of many companies. |
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| Andrea WongFormer President ofInternational Production forSony Pictures Television andInternational for SonyPictures EntertainmentAge: 59Director Since: 2020Committees:Leadership Developmentand Compensation,Nominating and CorporateGovernance | | BackgroundMs. Wong has served as a member of our Board since August 2020. She currently serves on the board of directors of Liberty Media Corporation, an owner and operator of media, communications and entertainment businesses (since September 2011), and Hudson Pacific Properties Inc., a real estate investment trust (since August 2017). Ms. Wong previously served on the board of directors of QVC Group, Inc., an owner and operator of digital commerce businesses from April 2010 until her resignation in May 2025. From 2011 to 2017, Ms. Wong served as President, International Production for Sony Pictures Television and President, International for Sony Pictures Entertainment. From 2007 to 2010, she served as President and Chief Executive Officer of Lifetime Entertainment Services. Ms. Wong served in various positions with ABC, Inc., a subsidiary of The Walt Disney Company, from 1993 to 2007, including as Executive Vice President, Alternative Series, Specials and Late Night. Ms. Wong previously served as a director of Hudson’s Bay Company, Oaktree Acquisition Corp., Oaktree Acquisition Corp. II, and Social Capital Hedosophia Holdings Corp. Ms. Wong holds a BS in electrical engineering from the Massachusetts Institute of Technology and an MBA from the Stanford Graduate School of Business.Director QualificationsWe believe that Ms. Wong is qualified to serve on our Board because of her extensive background in media programming across a variety of platforms, her executive leadership experience with the management and operation of companies in the entertainment sector, and her experience as a current and former director of many companies. |
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The following biographies are for each Class I director whose current term will expire at the 2028 annual meeting.
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| Christopher CarvalhoFormer Chief OperatingOfficer of Kabam, Inc.Age: 60Director Since: 2015Committees:Audit and Compliance,Nominating and CorporateGovernance | | BackgroundMr. Carvalho has served as a member of our Board since December 2015. Between January 2010 and December 2013, Mr. Carvalho served as Chief Operating Officer of Kabam, Inc., a developer of online computer games. From June 2008 to October 2010, he served as Vice President and General Manager of SmartyCard, a division of Gazillion Entertainment, a developer of online computer games. Between January 1999 and June 2008, Mr. Carvalho served in several capacities with Lucasfilm Ltd., a film and entertainment company, including as the head of Business Development. Mr. Carvalho currently serves on the board of Modern Times Group MTG AB, a digital entertainment company listed on the Nasdaq Stockholm AB. Between 2016 and 2019, Mr. Carvalho served as a member of the board of directors of G5 Entertainment AB, a developer and publisher of mobile games listed on the Nasdaq Stockholm AB main market and the Nasdaq OTCQX. Mr. Carvalho holds a BS in Business Administration from the University of California, Berkeley, Haas School of Business and an MBA from the University of California, Los Angeles Anderson School of Management.Director QualificationsWe believe that Mr. Carvalho is qualified to serve on our Board because of his executive level experience in online gaming, his general experience with and knowledge of the industry in which we operate, and his experience as a current and former director of many companies. |
| Jason KilarFormer CEO ofWarner Media, LLCAge: 54Director Since: 2023Committees:Audit and Compliance,Leadership Development andCompensation (Chair) | | BackgroundMr. Kilar has served as a member of our Board since September 2023. Since September 2017, Mr. Kilar has served as a member of the board of directors of Wealthfront Corporation, a digital wealth management company. From March 2019 through June 2024, Mr. Kilar served as a member of the board of directors of Opendoor Technologies Inc. Previously, Mr. Kilar served as the Chief Executive Officer of Warner Media, LLC, a media and entertainment subsidiary of its public company parent, Warner Bros. Discovery, Inc. from May 2020 to April 2022. Prior to that, Mr. Kilar co-founded and served as the Chief Executive Officer of Vessel Group, Inc., a video platform company, from 2013 to 2017. Prior to Vessel Group, Mr. Kilar served as the founding Chief Executive Officer of Hulu, LLC, a streaming service company, from 2007 to 2013. Mr. Kilar also served in a variety of senior leadership roles with Amazon.com, Inc., an e-commerce technology company, from 1997 to 2006, including as Senior Vice President, Worldwide Application Software, and Vice President and General Manager of Amazon’s North American media businesses. He has also served on various other private company boards of directors, including Univision Communications Inc. from September 2016 to April 2020 and Brighter Inc. from 2013 until its acquisition by Cigna Corporation in 2017. Mr. Kilar received his BA in Journalism and Business Administration from University of North Carolina at Chapel Hill and MBA from Harvard Business School.Director QualificationsWe believe that Mr. Kilar is qualified to serve on our Board because of his deep expertise in operations as a former CEO and seasoned board member, and his extensive experience with technology, high-growth, media, consumer and digital companies. |
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| | 17 | 2026 Proxy Statement |
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| Gina MastantuonoPresident and Chief Financial Officer of ServiceNow, Inc.Age: 55Director Since: 2021Committees:Audit and Compliance(Chair), LeadershipDevelopment andCompensation | | BackgroundMs. Mastantuono has served as a member of our Board since April 2021. Ms. Mastantuono has served as the Chief Financial Officer of ServiceNow, Inc. since January 2020 and President since January 2025. From December 2016 to January 2020, Ms. Mastantuono served as Executive Vice President and Chief Financial Officer of Ingram Micro Inc., a provider of global technology and supply chain services and as its Executive Vice President, Finance from April 2013 to December 2016. From June 2007 to April 2013, Ms. Mastantuono served as Senior Vice President, Chief Accounting Officer and International Chief Financial Officer of Revlon, Inc., a cosmetics, skin care, fragrance and personal care company. Before Revlon, Ms. Mastantuono held various finance executive roles at InterActiveCorp., a publicly traded operator of a diversified portfolio of specialized and global brands, and Triarc Companies, Inc., a publicly traded consumer products company. Ms. Mastantuono currently serves on the board of directors of Gong.io Inc., a revenue intelligence platform company. She began her career at Ernst & Young, LLP in New York. Ms. Mastantuono is a certified public accountant with more than 30 years of finance experience. Ms. Mastantuono attended the State University of New York at Albany, where she earned a BS in Accounting and Business Administration.Director QualificationsWe believe Ms. Mastantuono is qualified to serve on our Board because of her deep financial and strategic acumen and her extensive management experience with global technology companies. Further, Ms. Mastantuono’s financial expertise over 30 years in finance provides her with the necessary skills and experience to perform audit and compliance committee functions. |
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Board Composition and Refreshment
We are committed to having a skilled and experienced Board that will provide sound oversight as Roblox continues to execute on its long-term growth strategy.
Our NCGC is responsible for reviewing with the Board the appropriate characteristics, skills and experience necessary to maintain a Board composition capable of effectively overseeing execution of the Company's long-term strategic plan. Our NCGC uses a variety of methods to identify and evaluate director nominees. Our NCGC and our Board evaluate each director in the context of the membership of the Board as a group, with the objective of maintaining a Board that can best perpetuate the success of the business through the exercise of sound judgment using its broad array of backgrounds and experiences in various areas. Our NCGC also retains search firms from time to time to assist in identifying and evaluating potential director candidates. While the Board has not established specific minimum qualifications for members of the Board, the Board believes that the assessment of director qualifications may include numerous factors which we refer to as the Director Criteria, such as:
| ◼character;◼professional ethics and integrity;◼judgment;◼business acumen;◼proven achievement and competence in one’s field;◼the ability to exercise sound business judgment;◼tenure on the Board and skills that are complementary to the Board; | | ◼an understanding of the Company’s business;◼an understanding of the responsibilities that are required of a member of our Board;◼other time commitments; and◼a broad range of other attributes such as professional background, education, age and geography, as well as other individual qualities that contribute to the total mix of viewpoints and experience represented on the Board. |
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| | 19 | 2026 Proxy Statement |
Each year, as part of the Board succession planning and refreshment process, the NCGC, together with the Board, discusses the Board’s future composition needs. These discussions include the desired skills and attributes of new Board members and the current and long-term needs of our business and the skills composition of our Board and committees. The NCGC worked with a third-party search firm, supplemented with recommendations from members of both the Board and management, to identify candidates whose skills and attributes would complement our existing Board. As a result of a robust and deliberate search process, in March 2026 we appointed Dennis Durkin, the former CFO of Activision Blizzard, to our Board and also as a member of our LDCC and Audit and Compliance Committee (“ACC”).
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Stockholder Recommendations and
Nominations to the Board of Directors
The NCGC will consider director candidates recommended by stockholders holding at least 1% of the fully diluted capitalization of the Company continuously for at least 12 months prior to the date of the submission of the recommendation, so long as such recommendations comply with our articles of incorporation, bylaws, and applicable laws, rules and regulations, including those promulgated by the Securities and Exchange Commission (the “SEC”). The NCGC will evaluate such recommendations in accordance with its charter, our bylaws and our policies and procedures for director candidates, as well as the Director Criteria. This process is designed to ensure that our Board includes members with a variety of backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should direct the recommendation in writing by letter, attention of the Chief Legal Officer or the Legal Department, at 3150 South Delaware Street, San Mateo, California 94403. Such recommendations must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a statement of support by the recommending stockholder, a signed letter from the candidate confirming willingness to serve on our Board, information regarding any relationships between the candidate and our Company, evidence of the recommending stockholder’s ownership of our capital stock and any other information required by our bylaws. The NCGC has discretion to decide which individuals to recommend for nomination as directors.
Under our bylaws, stockholders may also directly nominate persons for our Board. Any nomination must comply with the requirements set forth in our bylaws and should be sent in writing to our Corporate Secretary. To be timely for the 2027 annual meeting of stockholders, nominations must be received by our Corporate Secretary observing the same deadlines for stockholder proposals discussed below under*“Questions and Answers About the Proxy Materials and 2026 Annual Meeting—What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?—Stockholder Proposals.”*
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| | 21 | 2026 Proxy Statement |
Board Evaluation and Succession Planning
The Board recognizes the importance of regularly evaluating its performance to ensure that the Board and its committees operate effectively and efficiently. The NCGC, with oversight from our Lead Independent Director, leads a formal self-evaluation process on an annual basis. Annually, the Board engages an independent third-party consultant, experienced in corporate governance matters, to facilitate a robust assessment process. This process was designed to assess the performance of the Board, as well as each committee, and to identify opportunities to improve processes and effectiveness. Our annual evaluation incorporates feedback from both directors and senior management. Insights from this process directly inform our ongoing Board succession planning and recruitment priorities.
Annual Evaluation Process
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.