This proxy summary highlights information regarding Roblox Corporation (“Roblox” or the “Company”) and certain information included elsewhere in this proxy statement. You should read the entire proxy statement before voting. You should also review our 2024 annual report to stockholders for detailed information regarding the 2024 financial and operating performance of Roblox, including the audited financial statements and related notes included in the report.
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| Election of Class I DirectorsThe Board Recommends a Vote FOR Each Director Nominee. | See Page12 |
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| ITEM 2 |
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| Advisory Vote on the Compensation of our Named Executive OfficersThe Board Recommends a Vote FOR this Proposal. | See Page44 |
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| ITEM 3 |
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| Ratification of the Independent Registered Public Accounting FirmThe Board Recommends a Vote FOR this Proposal. | See Page80 |
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| ITEM 4 | |
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| Approval of the Reincorporation of Roblox to the State of Nevada by ConversionThe Board Recommends a Vote FOR this Proposal. | See Page83 |
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Please Vote Today
Your vote is important. Whether or not you plan to virtually attend the annual meeting, we urge you to vote promptly. Please carefully review the proxy materials and follow the instructions to cast your vote on all of the proposals.
Questions and Answers About the 2025 Annual Meeting
Please see*“Questions and Answers About the Proxy Materials and 2025 Annual Meeting”* for important information about the annual meeting, virtual meeting format, proxy materials, voting, Company documents, communications, deadlines to submit stockholder proposals and other pertinent information.
Note About Forward-Looking Statements
This document includes forward-looking statements within the meaning of the federal securities laws. All statements other than statements of historical or current facts made in this document are forward-looking. We use words such as “anticipate,” “believe,” “may,” “will,” “should,” “could,” “estimate,” “continue,” “expect,” “future,” “intend,” “target,” “project,” “plan,” “contemplate,” “predict” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the year ended December 31, 2024. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements we make.
Note About Our Website and Reports
None of the statements on our website, other websites, or the current or periodic reports referenced or discussed in this proxy statement, are deemed to be part of, or incorporated by reference into, this proxy statement. Some of the statements on our website, other websites, or the current or periodic reports herein, may contain cautionary statements regarding forward-looking information that should be carefully considered. The statements on our website, other websites or other current or periodic reports may also change at any time and we undertake no obligation to update them, except as required by law.
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| | 7 | 2025 Proxy Statement |
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Board Highlights
A Diverse and Skilled Board
We believe that our diverse board of directors (our “Board”) has an appropriate mix of skills, expertise and experience to oversee critical matters of the Company and to represent the interests of our stockholders.
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| Public Company CEO / ExecutiveExperience as a current or former CEO, President, CFO and/or COO within the past 5 years Public Company Board(excluding Roblox)Experience serving as a member of a public company board within the last five years (excluding Roblox) Private Company Board(excluding Roblox)Current or prior experience as a member of a privately-held company board (excluding Roblox) Gaming and Entertainment IndustryExperience and expertise with the gaming, entertainment and media industry and businesses CybersecurityUnderstanding of and experience in overseeing corporate cybersecurity programs and having a history of participation in relevant cyber education | | Technology/Digital MediaExperience and expertise in technology-related business or technology functions, resulting in knowledge of how to anticipate technological trends and an understanding of technology related risks Public Company FinanceExperience as an executive responsible for financial results of a breadth and complexity comparable to Roblox Audit/AccountingExperience with accounting, financial reporting processes and internal controls, including experience working with financial statements and auditors Mergers and AcquisitionsM&A and integration experience (including buy-and sell-side) as a public company director Government Relations/RegulatoryBackground or experience in regulatory and public policy | | International OperationsExperience with the challenges companies face in building out international operations and compliance programs People/CompensationExpertise in aligning Company culture, performance, reward and talent with strategy as well as remote and flexible work strategies Leadership DevelopmentExperience with corporate governance requirements, leadership development and succession planning of management Corporate History and EvolutionExperience and understanding of Roblox’s corporate history and evolution |
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| | 9 | 2025 Proxy Statement |
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| Independence | |
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| ⏹ Independent⏹ Non-independent |
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| Tenure | |
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| ⏹ 0-5 years⏹ 6-10 years⏹ 11< years |
Corporate Governance Highlights
We believe that good corporate governance promotes the long-term interests of our stockholders, strengthens our Board and management accountability and leads to better business performance. For these reasons, we are committed to maintaining strong corporate governance practices.
Details regarding our corporate governance practices can be found in the “Corporate Governance” section beginning on page 20, including the following highlights:
| ◼ | strong lead independent director with expansive duties; |
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| ◼ | board comprised of 71.4% independent directors; |
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| ◼ | executive sessions of non-management directors and at least two annual executive sessions of independent directors; |
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| ◼ | annual Board and committee self-evaluations; |
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| ◼ | detailed strategy and risk oversight by Board and committees; |
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| ◼ | no director overboarding; |
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| ◼ | 100% independent Board committees; |
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| ◼ | focus on executive officer succession planning; |
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| ◼ | director onboarding program and continuing director education; |
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| ◼ | periodic review of committee charters and key governance policies; |
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| ◼ | stock ownership guidelines for directors and executive officers; |
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| ◼ | executive officer private company investment guidelines; |
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| ◼ | focus on Company culture; and |
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| ◼ | annual advisory Say-on-Pay vote. |
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Executive Compensation Highlights
Pay for Performance and Stockholder Alignment
Our compensation program focuses on ownership, long-term retention and value creation.
Executive Compensation in 2024
| ◼ | CEO: A significant portion of the CEO’s compensation was equity-based subject to either time-based vesting over three years or performance-based vesting, with the performance based on achievement against bookings and covenant adjusted EBITDA targets. |
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| ◼ | Other than our CEO, approximately 90% of the compensation of our named executive officers (“NEOs”) was equity-based and subject to either time-based vesting over three years or performance-based vesting, with the performance based on achievement against bookings and covenant adjusted EBITDA targets. |
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Compensation Practices
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| | What we do | | | What we do not do | |
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| | ◼100% independent directors on our Leadership Development and Compensation Committee (“LDCC”)◼Independent compensation advisor, who provides no other services to the Company◼In 2024, a significant portion of our CEO’s compensation was equity-based◼Annual review of NEO compensation levels using size appropriate peer group and broader technology industry survey data◼Double-trigger change in control arrangements◼Assess the risk-reward balance of our compensation programs to mitigate undue risks◼Robust stock ownership guidelines apply to all executive officers and non-employee directors◼Annual advisory vote on NEO compensation◼At least annual reviews of executive officer compensation and peer group data | | | ◼No pension plans◼No hedging or pledging of our stock by directors, executives or employees◼No excise tax gross-ups upon a change in control | |
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| | 11 | 2025 Proxy Statement |
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