Roblox 2026 Proxy Statement and 2025 Annual Report

Thursday, May 28, 2026
8:00 AM (Pacific Time)
Roblox Corporation
2026 Proxy Statement
and 2025 Annual Report

2025 Highlights
FINANCIAL
$ 4 .9 B
Revenue
$ 6.8B
Bookings*
$ 1.8B
Operating Cash Flow
127M
Average Daily Active Users
124B
Hours Engaged
$ 1.5B+
Developer Exchange Fees
OPERATIONAL
*For a reconciliation of GAAP Revenue to Bookings see section titled “Non-GAAP Financial Measures”, within Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations from pages 71-72 in our Annual Report on Form 10-K filed on February 11, 2026.
Roblox’s mission is to connect a billion
people with optimism and civility.

1 2026 Proxy Statement
Letter from the Founder and CEO
Fellow Stockholders,
Two decades ago, when we were starting work on early versions of Roblox, we believed the internet could be about more than
information—it could be about participation. We believed that pe ople didn’t just want to experien ce worlds built for them; they
wanted to build those worlds. Today, Roblox is at the center of a world where millions of daily active users (DAUs) come to pla y,
learn, create, and connect. As we reflect on the past year, our guiding long-t erm vision remains the sa me: to connect one billi on
users with optimism and civility.
Fiscal 2025 was a banner year for Roblox. Re venue grew 36% year-over-year to $4.9 billio n, and bookings grew 55% year-over-year
to $6.8 billion 1. This performance was driven by the addition of approx imately 60 million DAUs from Q4 2024 to Q4 2025. Our more
than 144 million DAUs (as of Q4 2025) are drawn in by the diversit y and breadth of content and social features that promote dee per
engagement, which fuels the Robl ox flywheel. Ultimately , our success is rooted in the bound less imagination of our creator
community. In 2025, our creators earned more than $1.5 billion, re flecting our belief that when creators succeed, our entire
ecosystem grows stronger.
We are standing at the edge of an extraordinary moment where cl oud, mobile and artificial intelli gence are converging. At Roblo x,
we are innovating aggressively in AI to tr ansform how our community builds, connects an d stays safe. Over the past four years, we
have embedded AI models into our vertical ly integrated stack. Today, we have developed and depl oyed over 400 models on the
Roblox platform to power every facet of our ecosystem.
Our AI initiatives are fueled by a unique advantage: we posse ss 12 billion hours of human interact ion data per month to train o ur
foundation models. This is not just video, but a 3D record of av atar movement, facial expressions and billions of chat and voic e
messages. With this foundation, we are dr iving innovation across several key areas:
◼ Creation : We envision a future where anyone can build anything they im agine just by talking about it, ensuring that creation isn’t
limited by technical skill. To that end, we are helping creators build faster and with higher fidelity through tools like Roblo x
Assistant, which automates repetitive codi ng tasks, and Avatar Auto-Setup. Recently, we enhanced “Cube,” our proprietary 3D
foundation model, with the ability to add intera ctivity to objects, significantly reducing the time required to create function al 3D
assets.
◼ Discovery : AI is transforming how users find c ontent and interact with each other. Improvem ents to our discovery algorithms are
matching users with the content the y love, stimulating our entire ecosystem. Fur thermore, we are removing language barriers
through the auto-translation of text chat into 17 different languages.
◼ Safety : We have developed and open-sourced state-of-the-art models, including Roblox Sentinel for real-time child
endangerment detection and Roblox Guard for Large Language Model moderation. Th ese technologies allow us to enforce our
community standards faster, more accurately and at a massive scale.
We are not stopping here. Ultima tely, our long-term vision is to build foundati on models that will suppo rt large-scale, photo-
realistic, multi-player games where thousands of users—and AI-powered NPCs—c an come together, communicate and compete on
any device.
Roblox remains steadfast in its commitment to define and execute on our vision to be the gold st andard for online safety. At th e end
of 2025, we began rolling out mandatory ag e-checks for access to chat on our platfo rm. Reliable age data enables us to
significantly improve platform safety while simultaneously drivin g engagement growth by tailoring features, content and
communication to the age of our users. Age-check data highlig hts two important characteristics about Roblox: (1) our immense
number of younger users is a unique strategic asset and (2) we ha ve a larger than expected oppo rtunity to capture more users in the
18+ age cohort and are encouraged by the fact that they are one of the fastest growing age cohorts on our platform.
1 Bookings is a non-GAAP financial meas ure. For a reconciliation of GAAP Re venue to bookings see section titled “Non-GAAP
Financial Measures ”, within Item 7. Management’s Discu ssion and Analysis of Financial Condit ion and Results of Operations from
pages 71-72 in our Annual Report on Fo rm 10-K filed on February 11, 2026.

2
Looking ahead, we are conf ident in our vision to connect one bi llion users and our interim goal of capturing 10% of the global
gaming content market and even more of the U.S. market. To achieve this, we are optimizing our platform for the creation of ‘no vel’
games which we believe will expand our footp rint among older audiences. Simultaneously, we are harnessing the power of AI to
accelerate content creation, enha nce discovery and fuel ongoing user engagement. By pairing these innovations with an unwaverin g
commitment to online safety and continued investment in ou r creators, we will drive sustained, long-term growth.
Thank you for your continued suppo rt and belief in our vision.
Sincerely,
David Baszucki
Founder, President, CEO and Chai r of our Board of Directors

live webcast at https://edge.media-server.com/ mmc/p/y9hsb2f3 (password: roblox2026), orig inating from San Mateo, California, on
Thursday, May 28, 2026 at 8: 00 a.m., Pacific Time.
We are holding the Annual Meet ing to seek your approval of the following proposals:
Proposals Board Vote Recommendation For Further Details
1. Election of Class II Directors “FOR” each director nominee Page 13
2. Advisory Vote on the Co mpensation of our Named Executive Officers “FOR” Page 42
3. Ratification of the Independent Re gistered Public Accounting Firm “FOR” Page 80
These items of business are more fully described in the proxy statement accompanying this letter.
Stockholders will also act on any other busi ness properly brought before the meeting. At this time we are not aware of any such
additional matters.
The record date for the Annual Meeting is April 1, 2026. Only stockholders of record of our Class A common stock and Class B
common stock at the close of business on the re cord date may vote at the Annual Meeting. For stockholders of record, to vote in
the Annual Meeting, you will need the control number included on your Notice of Intern et Availability of Proxy Materials (the
“ Notice ”) or proxy card. If you are a street name stockholder, you w ill need to obtain a legal proxy from your broker, bank, or other
nominee in order to vote your sh ares at the Annual Meeting.
On or about April 16, 2026, we mailed to our stockholders the Notice which contain s instructions on how to access our proxy
statement and annual report. This Notice pr ovides instructions on how to vote via the Internet or by tele phone and includes
instructions on how to receive a paper copy of our proxy materi als by mail. The accompanying proxy statement and our annual
report can be accessed directly at the following Internet address: http://astproxyportal.com/ast/24055/.
Whether or not you plan to attend the Annual Meeting, we urge you to submit your proxy or voting instructions via the Internet,
telephone, or mail as soon as possible.

4
In the event of a technical malfunction or other situation that the meeting chair determ ines may affect the ability of the Annu al
Meeting to satisfy the requirements for a me eting of stockholders to be held by mean s of remote communica tion under the Nevada
Revised Statutes, or that otherwis e makes it advisable to adjourn the Annual Meetin g, the meeting chair or secretary will conve ne
the meeting at 9:00 a.m. Pacific Time on the date specified above and at the Company’ s address specified above solely for the
purpose of adjourning the meeting to reconv ene at a date, time, and physical or vir tual location announced by the meeting chair .
Under either of the foregoing circumstances, we will post info rmation regarding the announcement on the Investor Relations page
of Roblox’s website at https://ir.roblox.com.
By order of the board of directors,

Mark Reinstra
Chief Legal Officer and Corporate Secretary
San Mateo, California
April 16, 2026

Important Notice Regarding the Availabilit y of Proxy Materials for the Annual Meetin g of Stockholders to be held on May 28,
2026. The proxy statement and the annual report ar e available at http://ast proxyportal.com/ast/24055/.

6
Table of Contents
Notice of 2026 Annual Meeting of Stockholders 3
Proxy Summary 7
Board of Directors 13
ITEM 1—Election of Class II Directors 13
Director Nominees 14
Continuing Directors 16
Corporate Governance 23
Board Committees 25
Board Meetings and Engagement 28
Board Oversight of Risk 29
Our Values in Action 32
Director Compensation 36
Executive Officers 41
Executive Compensation 42
ITEM 2—Advisory Vote on the Compensa tion of Our Named Executive Officers 42
Compensation Discussion & Analysis 43
Executive Summary 43
Principal Elements of Ou r Executive Compensation and 2025 Compensation 56
Report of the Leadership Development and Compensation Committee 63
Executive Compensation Tables 64
Executive Resignations 70
Change in Control and Severance Agreements 71
CEO Pay Ratio 73
Pay Versus Performance 74
Equity Compensation Plan Information 79
ITEM 3—Ratification of the Independ ent Registered Public Accounting Firm 80
Report of the Audit and Compliance Committee 81
Audit and Non-Audit Fees 82
Pre-Approval Policies and Procedures 82
Transactions with Related Persons 83
Security Ownership of Certain Beneficial Owners and Management 84
Questions and Answers About the Pr oxy Materials and 2026 Annual Meeting 87
Other Matters 92

ITEM 1
Election of Class II Directors
The Board Recommends a Vote FOR Each Director Nominee.
See Page
13
ITEM 2

Advisory Vote on the Compensation of our Named Executive Officers
The Board Recommends a Vote FOR this Proposal.
See Page
42
ITEM 3

Ratification of the Independent Registered Public Accounting Firm
The Board Recommends a Vote FOR this Proposal.
See Page
80
Please Vote Today
Your vote is important. Whether or not y ou plan to virtually attend the Annual Meetin g, we urge you to vote promptly. Please
carefully review the proxy materials and follow the instructions to ca st your vote on all of the proposals.
Questions and Answers About the 2026 Annual Meeting
Please see “Questions and Answers About the Pr oxy Materials and 2026 Annual Meeting” for important information about the
Annual Meeting, virtual meeting format, proxy materials, voting, Company docume nts, communications, deadlines to submit
stockholder proposals and othe r pertinent information.

8
Note About Forward-Looking Statements
This proxy statement includes forward-look ing statements within the meaning of the fe deral securities laws. All statements othe r
than statements of historical or current fa cts made in this proxy statement are forw ard-looking. We may use words such as
“anticipate,” “believe,” “may,” “will,” “should,” “could,” “e stimate,” “continue,” “expect,” “f uture,” “intend,” “target,” “pro ject,” “plan,”
“contemplate,” “predict” and similar expre ssions to identify forward-looking stateme nts. Forward-looking statements reflect
management’s current expectations and are i nherently uncertain. Actual resu lts could differ materially for a variety of reasons . Risks
and uncertainties that could cause our actua l results to differ significantly from mana gement’s expectations are described in o ur
Annual Report on Form 10-K for the year ended December 31, 2025 . Moreover, we operate in a very competitive and rapidly
changing environment. New risks and uncerta inties emerge from time to time and it is not possible for us to predict all risks a nd
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 refere nce into, this proxy statement. So me of the statements on our
website, other websites, or the current or pe riodic reports herein, may contain cautionary statements regarding forward-looking
information that should be carefu lly considered. The stat ements on our website, other websites or other current or periodic rep orts
may also change at any time and we undertake no oblig ation to update them, except as required by law.

LC
NG
Lead Independent Director LID Independent Director
Non-independent Director
Chair
Member
AC Audit and Compliance
Leadership Development and Compensation
Nominating and Corporate Governance
NOMINEES
CONTINUING
Greg Baszucki Co-Founder of Founder Partners, Chairman and Former Chief Executive Officer of Wheelhouse EnterprisesDirector Since: 2008
David Baszucki Founder, President, Chief Executive Officer and Chair of Roblox CorporationDirector Since: 2004
Christopher Carvalho Former Chief Operating Officer of Kabam, Inc.Director Since: 2015
AC NG
Jason KilarFormer CEO of Warner Media, LLCDirector Since: 2023
AC LC
Gina MastantuonoPresident and Chief Financial Officer of ServiceNow Inc.Director Since: 2021
AC LC Andrea WongFormer President of International Production for Sony Pictures Television and International for Sony Pictures EntertainmentDirector Since: 2020
NG LC
Anthony P. LeeVice President of Altos Ventures Management, Inc.Director Since: 2008
NG LID
Dennis DurkinFormer Chief Financial Officer and President of Emerging Businesses at Activision Blizzard, Inc.Director Since: 2026
AC LC

10
Director Experience and Qualifications
We believe that our board of directors (our “ Board ”) has an appropriate and broad mix of skills, expertise and experience to oversee
critical matters of the Company and to repr esent the interests of our stockholders.

Public Company CEO / Executive
Experience 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)

Gaming and
Entertainment Industry
Experience and expertise with
the gaming, entertainment and
media industry and businesses

Public Company Finance
Experience as an executive
responsible for financial results
of a breadth and complexity
comparable to Roblox

Cybersecurity
Understanding of and experience
in overseeing corporate
cybersecurity programs and having
a history of participation
in relevant cyber education

Technology/Digital Media
Experience and expertise in
technology-relate d business or
technology functions, resulting in
knowledge of how to anticipate
technological trends and an
understanding of technology
related risks

Audit/Accounting
Experience with accounting,
financial reporting processes and
internal controls, including
experience working with financial
statements and auditors

Mergers and Acquisitions
M&A and integration experience
(including buy-and sell-side) as a
public company director

Government
Relations/Regulatory
Background or experience in
regulatory and public policy

International Operations
Experience with the challenges
companies face in building out
international operations and
compliance programs

People/Compensation
Expertise in aligning company
culture, perfor mance, reward
and talent with strategy as well
as remote and flexible work
strategies

Leadership Development
Experience with corporate
governance requirements,
leadership development
and succession planning
of management

Corporate History and Evolution
Experience and understanding
of Roblox’s corporate history
and evolution

4
4
6
3
2
7
6
4
2
7
8
7
8

Board Composition and Independence
◼ Board brings a mix of operating, financial an d governance experience across relevant sectors
◼ 75% independent Board and 100% independent Board committees
◼ Lead Independent Director with expansive duties
◼ Stringent director overboarding limits (including CEO limit)
◼ Average Board tenure of 10.4 years

Board and Committee Practices
◼ Robust annual Board and committee self-evaluations
◼ Regular executive sessions of non-manageme nt directors and inde pendent directors
◼ Committees have authority to retain independ ent advisors and cons ultants as needed
◼ Director onboarding program and continuing director education
◼ Periodic review of committee char ters and key governance policies

Compensation Governance and Accountability
◼ Annual advisory Say-on-Pay vote
◼ Stock ownership guidelines for non-employ ee directors and ex ecutive officers
◼ Prohibition on hedging, short sa les and derivative trading
◼ Executive officer private co mpany investment guidelines
◼ Stockholder communications process for contacting non-management directors

12
Executive Compensation Highlights
Pay for Performance and Stockholder Alignment
Our compensation program focuses on ownershi p, long-term retention and value creation.
Executive Compensation in 2025
◼ CEO: 100% of our CEO’s direct compensation was equity-based subject to either ti me-based vesting over three years or
performance-based vesting, with the pe rformance based on achievement against pre-determined bookings and Covenant
Adjusted EBITDA margin targets.
◼ Non-CEO : Other than our CEO, approximately 90% of the compensa tion of each of our current named executive officers (“ NEOs ”)
was equity-based and subject to either time-based vesting ov er multiple years or perfor mance-based vesting, with the
performance based on achievement agains t pre-determined bookings and Covena nt Adjusted EBITDA margin targets.
Compensation Practices

What we do What we do not do

◼ 100% independent direc tors on our Leadership
Development and Compensation Committee
(“LDCC ”)
◼ Independent compensa tion advisor, who
provides no other services to the Company
◼ In 2025, 100% of our CEO’s direct 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, executi ves or employees
◼ No excise tax gross-ups upon a change in
control

ITEM 1
Election
of Class II
Directors
The Board of
Directors
recommends a
vote “FOR ” the
nominees named
below

14
Director Nominees
The following biographies are for our Class II nominees up for election for a three-year term ex piring at the 2029 annual meeti ng.

Background
Mr. Baszucki has served as our Founder, President, Chief Exec utive Officer and member of our
Board since March 2004. From July 1989 until Decemb er 1998, Mr. Baszucki served in various
positions at Knowledge Revolution, a develope r of 2D and 3D motion simulation software,
which was acquired in December 1998 by MSC Software Corporation, a software company
that specializes in simulation software, and which was acquired by Hexagon AB, a global
technology group focused on precision measurin g technologies, in February 2017. Between
December 1998 and December 2000, Mr. Baszuc ki served in various positions at MSC
Software Corporation, most recently as Genera l Manager. Mr. Baszucki currently serves as a
member of the board of directors of the Paley Center for Media. Mr. Ba szucki holds a BS in
Electrical Engineering from Stanford University.
Director Qualifications
We believe that Mr. Baszucki is qualified to serve on our Board because of the vision,
perspective and experience he brings as our Founder, President, Chie f Executive Officer and
Chair of our Board.

Background
Mr. Baszucki has served as a member of our Board since February 2008. Since January 2013,
Mr. Baszucki has served as a Co-Founder of Found er Partners, a closely held partnership which
builds and invests in capital efficient mobile, Inte rnet and software companies. He is also the
Chairman of Wheelhouse Enterprises, Inc., a mark etplace for buyers and sellers of business
software, and from its founding in January 2009 through February 2023, served as Chief
Executive Officer. Prior to Founder Partners and Wheelhouse Enterprises, Mr. Baszucki
founded and served as President of Dealix Co rporation, an online automotive sales company
between November 1998 and November 2006. Mr. Ba szucki currently serves as a member of
the board of directors of Intera ctive Memories, Inc. Mr. Baszuc ki holds a BS in Electrical
Engineering from University of Minnesota-Twin Cities.
Director Qualifications
We believe that Mr. Baszucki is qualified to se rve on our Board because of his significant
knowledge of and history with our Company, his executive leadership experience, his
extensive experience as an entrepreneur, and hi s experience as a current and former director
of many companies.

David Baszucki
Founder, President, Chief
Executive Officer and Chair
of the Board
Age : 63
Director Since: 2004

Gregory Baszucki
Co-Founder of Founder
Partners, Former Chief
Executive Officer of
Wheelhouse Enterprises
Age : 61
Director Since: 2008

Dennis Durkin
Former Chief Financial
Officer and President of
Emerging Businesses at
Activision Blizzard, Inc.
Age: 55
Director Since: 2026
Committees:
Audit and Compliance,
Leadership Development and Compensation

16
Continuing Directors
The following biographies are for each Class III director whose current term will expire at the 2027 annual meeting.

Background
Mr. Lee has served as a member of our Boar d 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 Ma nagement, Inc., which manages a family of
international, technology-focuse d 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 organiza tions. He holds an AB in Polit ics from Princeton University
and an MBA from the Stanford Graduate School of Business.
Director Qualifications
We believe that Mr. Lee is qualified to serv e 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.

Background
Ms. Wong has served as a member of our Bo ard since August 2020. She currently serves on
the board of directors of Libe rty Media Corporation, an ow ner and operator of media,
communications and entertainm ent businesses (since Septem ber 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 resignatio n 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 Life time 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, Alternat ive 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 Hedosop hia 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 Qualifications
We believe that Ms. Wong is qualified to se rve on our Board because of her extensive
background in media programming across a variet y of platforms, her executive leadership
experience with the manageme nt and operation of companies in the entertainment sector,
and her experience as a current and fo rmer director of many companies.

Anthony P. Lee
Vice President of Altos
Ventures Management, Inc.
Age : 55
Director Since: 2008
Committees:
Nominating and Corporate
Governance (Chair); Lead
Inde pendent Director

Andrea Wong
Former President of
International Production for Sony Pictures Television and
International for Sony
Pictures Entertainment
Age : 59
Director Since: 2020
Committees: Leadership Development
and Compensation,
Nominating and Corporate Governance

Christopher Carvalho
Former Chief Operating
Officer of Kabam, Inc.
Age : 60
Director Since: 2015
Committees: Audit and Compliance,
Nominating and Corporate
Governance

Jason Kilar
Former CEO of
Warner Media, LLC
Age : 54
Director Since: 2023
Committees:
Audit and Compliance, Leadership Development
and Compensation (Chair)

18

Background
Ms. Mastantuono has served as a member of our Board since April 2021. Ms. Mastantuono
has served as the Chief Financial Officer of Se rviceNow, Inc. since Ja nuary 2020 and President
since January 2025. From December 2016 to January 2020, Ms. Mastantuono served as
Executive Vice President and Chie f Financial Officer of Ingram Micr o Inc., a provider of global
technology and supply chain services and as its Executive Vice Preside nt, 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 Ch ief Financial Officer of Revlon,
Inc., a cosmetics, skin care, fragrance an d personal care compan y. Before Revlon,
Ms. Mastantuono held various finance executive ro les at InterActiveCorp ., a publicly traded
operator of a diversified portfolio of specialized and global brands, and Triarc Companies, Inc.,
a publicly traded consumer products comp any. 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 financ e experience. Ms. Mastantuono a ttended the State University
of New York at Albany, where she earned a BS in Accounting and Bu siness Administration.
Director Qualifications
We believe Ms. Mastantuono is qualified to serve on our Board because of her deep financial
and strategic acumen and her extensive ma nagement experience wi th global technology
companies. Further, Ms. Masta ntuono’s financial expertise over 30 years in finance provides
her with the necessary skills and experience to perform audit and compliance committee
functions.

Gina Mastantuono
President and Chief Financial Officer of
ServiceNow, Inc.
Age: 55
Director Since: 2021
Committees:
Audit and Compliance (Chair), Leadership
Development and
Compensation

20

Each year, as part of the Board succession planning and refreshment process, the NC GC, together with the Bo ard, discusses the
Board’s future composition needs. These di scussions include the desired skills and a ttributes of new Board members and the curr ent
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 recommendati ons from members of both the Board and ma nagement, to identify candidates whose
skills and attributes would complement our exis ting Board. As a result of a robust an d 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 ”).

22
Board Evaluation and Succession Planning
The Board recognizes the importance of re gularly 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 proces s on
an annual basis. Annually, the Board engages an independent third-party consultant, experienced in corporate governance matters ,
to facilitate a robust assessment process. Th is process was designed to as sess the performance of the Board, as well as each
committee, and to identify opportunities to im prove processes and effectiveness. Our a nnual evaluation incorporates feedback f rom
both directors and senior management. Insi ghts from this process directly inform our ongoing Board succession planning and
recruitment priorities.
Annual Evaluation Process

24
Board Leadership Structure
The Board regularly evaluates its leadership structure to ensure it promotes effectiv e oversight and aligns with the Company’s
strategic needs. Our governing documents provide the Board wi th the flexibility to determine the framework that best suits the
Company’s needs at any given time. After ca reful consideration of the Company’s busi ness evolution and operating environment,
the Board believes that having a combin ed Chair and Chief Executive Officer (“ CEO ”), counterbalanced by a strong Lead
Independent Director and indepe ndent committee chairs, best positions the Comp any for continued success. Mr. David Baszucki
currently serves as both Chair of the Board and CEO. As the Co mpany’s founder, Mr. Baszucki po ssesses unique insight into our
business, technology and operati ons, positioning him to identify strategic priori ties, lead critical board discussions, and exe cute our
business plans effectively. This structure streamlines decision-making and ensu res clear accountability during our current phas e of
growth.
Current Leadership Structure
Our Corporate Governance Guidelines prov ide that if the Chair of our Board is not an independent direct or, our independent
directors will designate one of the indepe ndent directors to serve as Le ad Independent Director. Beca use Mr. David Baszucki is our
Chair and CEO, our Board, including the in dependent directors, appointe d Anthony P. Lee to serve as our Lead Independent Direct or
in 2020. In appointing Mr. Lee as Lead Inde pendent Director, the Board co nsidered Mr. Lee’s demonstrat ed leadership during his
tenure as a director, his contributions as ch air of the NCGC, and his prior contributions as a member of the ACC and LDCC. The
Board continues to believe that Mr. Lee’s ability to act as a strong Lead Independent Di rector provides balance in our leadersh ip
structure and is in the best intere st of Roblox and its stockholders.
As Lead Independent Director, Mr. Lee’s responsibilities include:
◼ calling, contributing to the agenda and presiding over separate meetings of our independent directors;
◼ reporting feedback from executive sessions to our Chair and CEO;
◼ serving as spokesperson for the Company as requested; and
◼ performing such additional duties as a majority of the independent direc tors may designate from time to time.
In addition to the Lead Independe nt Director role, only independe nt directors serve on the ACC, LDCC, and NCGC. As a result of the
Board’s committee system and the existence of a majority of independent directors, the Board believes it maintains effective
oversight of our business operations, includ ing independent oversight of our financia l statements, executive compensation, sele ction
of director candidates, and corporate governance programs. We believe that the leadership stru cture of our Board is appropriat e
and enhances our Board’s ability to effectively carry out its ro les and responsibilities on behalf of our Company, while Mr. Ba szucki’s
combined role enables strong leadership , creates clear accountability, and enhances our ability to communicate our message and
strategy clearly and cons istently to stockholders.

Gina Mastantuono
(Chair)
Christopher
Carvalho

Jason Kilar

Dennis Durkin

26

Leadership Development and
Compensation Committee
Our LDCC is responsible for, among other things:
◼ reviewing and approving the corporate go als and objectives applicable to the
compensation of our executive officers, including our CEO and evaluating the
performance of each such officer in light thereof;
◼ reviewing, determining and approving the cash and equity compensation of our
officers, including our CEO and other key employees;
◼ reviewing, approving and administering our employee benefit and equity incentive
plans;
◼ administering the Company’s compensation recovery policies;
◼ advising our Board on management prop osals to stockholders on executive
compensation matters and overseeing ma nagement’s engagement with stockholders
and proxy advisory firms on executive compensation matters;
◼ establishing, reviewing and overseeing the development and implementation of
employee compensation plans to ensure c onsistency with our general compensation
strategy;
◼ reviewing and discussing our compensation policies and practices with management for
risk assessment;
◼ reviewing and making recommendati ons regarding non-employee director
compensation to our full Board;
◼ retaining or obtaining the advice of comp ensation advisors, inde pendent legal counsel
and other advisors;
◼ overseeing regulatory compli ance with respect to compensa tion matters affecting the
Company, including reviewing and disc ussing the Compensa tion Discussion and
Analysis section in this proxy stateme nt and related executive compensation
information and producing the compensati on committee report on executive officer
compensation; and
◼ periodically reviewing and di scussing with our Board our corporate and CEO succession
planning and leadership development plan s for the CEO and other executive officers.
As part of the Board’s periodic rotati on of committee leadership, Jason Kilar was
appointed Chair of the LDCC in March 2025, succeeding Andrea Wong. Mr. Kilar’s prior
service as a member of the LDCC ensure d a seamless transition in leadership.
Compensation Committee Interlocks
and Insider Participation
None of the members of our LDCC is or has b een an officer or employee of our Company.
None of our executive officers currently serves, or in the past year has served, as a member
of the board of directors or compensation committee (or other board committee
performing equivalent function s) of any entity that has one or more of its executive
officers serving on our Board or LDCC. See the section titled “Transactions with Related
Persons” for information about any related party transactions involving members of our
LDCC or their affiliates.

Jason Kilar
(Chair, March 2025 –
present)

Andrea Wong (Former Chair, March
2021 – March 2025)

Gina Mastantuono

Dennis Durkin

Anthony P. Lee
(Chair)

Andrea Wong

Christopher
Carvalho

28
Board Meetings and Engagement
Meeting Attendance
During our fiscal year ended December 31, 2025, our Board held 7 meetings (including regularly scheduled and special meetings).
Our standing committees met as follows: the ACC held 6 meetings, the LDCC held 6 meetin gs, and the NCGC held 7 meetings. Each
then-serving director attended (i) 100% of al l Board meetings and (ii) at least 90% of the total number of meetings held by all
committees of our Board on which he or she serv ed during the periods that he or she served.
Executive Sessions
To encourage and enhance communication am ong non-employee directors, and as requir ed under applicable NYSE rules, our
corporate governance guidelin es provide that the non-employee directors will meet in executive se ssions without management
directors or management present on a periodic basis but no le ss than twice a year. Such executive sessions will be led by
independent directors. In addi tion, if any of our non-employee directors are not independent directors, then our independent
directors will also meet in executive session on a periodic basis but not less than twice a year.
Attendance at Annual M eeting of Stockholders
Each director is strongly encouraged to a ttend the Company’s annual meetings of stock holders. Each then-ser ving director attend ed
our 2025 annual meeting of stockholders.
Director Orientation and Continuing Education
We provide an orientation process for new directors to familiarize them with our busi ness, strategy, and key policies through a
review of materials and meetings with mana gement. For our sitting directors, we peri odically facilitate educational sessions le d by
management or internal subject matter experts on specific topics. Additionally, we provide directors wi th opportunities to atte nd
external educational programs throughout the ye ar covering a range of important issues facing directors of public companies.

Board of Directors
◼ has responsibility for the oversight of our risk management framew ork, which is designed to identify, assess, and
manage risks to which our Company is exposed, as we ll as to foster a corporate culture of integrity
◼ regularly reviews our strategic and oper ational risks in the context of disc ussions with management, question and
answer sessions, and reports fr om the management team at each regular Board meeting
⭥ ⭥ ⭥
Audit and Compliance
Committee Leadership Development and
Compensation Committee Nominating and Corporate
Governance Committee
◼ assists our Board in fulfilling its
oversight responsibilities with
respect to the integrity of our
financial statements, internal
controls over financial reporting
and disclosure controls and
procedures, as well as legal and
regulatory compliance;
◼ discusses with management, and
the Company’s internal and
independent auditor, guidelines
and policies with respect to risk
assessment and risk
management, and reviews related
party transactions; and
◼ oversees cybersecurity and IT-
related risks, as well as material
climate-related financial risks
◼ assesses risks arising from our
compensation philosophy and
practices applicable to all
employees to determine whether
they encourage excessive risk-
taking and evaluates policies and
practices that could mitigate such
risks;
◼ oversees succession planning
initiatives; and
◼ oversees executive compensation
governance, including stock
ownership guidelines and
clawback and recoupment
practices
◼ assesses risks relating to our
corporate governance practices
and the independence of the
Board;
◼ oversees our initiatives related to
trust and safety on platform;
◼ monitors compliance with the
Code of Business Conduct and
Ethics; and
◼ receives and reviews reports on
AI governance, including risks
associated with AI integrated
within our products, and
cybersecurity and technology
programs
⭥ ⭥ ⭥
Management
◼ is responsible for the day-to-day oversig ht and management of strategic, operationa l, legal and compliance, cybersecurity,
and financial risks

Leadership Development and Ma nagement Succession Planning
The Board and management team recognize the importance of continuously developing ou r executive talent. Th e LDCC periodically
reviews the performance of, and succession planning for, our mana gement team (including our CEO) and evaluates potential
successors to management positions. In conduc ting its evaluation, the LDCC considers current and future or ganizational needs,
competitive challenges, leadership and management potential and development and emergency situations.

30
Corporate Governance Guidelines and
Code of Business Conduct and Ethics
Our Board has adopted Corporate Governance Guidelines that addr ess items such as the qualifications and responsibilities of our
directors and director candidates , including independence standards, and corporat e governance policies and standards applicable to
us in general. In addition, our Board ha s adopted a Code of Business Conduct and Ethics that applies to all of our and our
subsidiaries’ employees, officers and directors, including our CEO, Chief Fina ncial Officer, and other executive and senior fin ancial
officers and our contractors, consultants and agents. The full text of our Corporate Go vernance Guidelines and our Code of Busi ness
Conduct and Ethics is posted on our websit e at ir.roblox.com under “Governance Docume nts.” We will disclose any amendments to
our Code of Business Conduct and Ethics or any waivers of the requirements of our Code of Business Conduct and Ethics for
directors and executive officers on the same website or in filing s under the Securities Exchange Act of 1934, as amended (the
“ Exchange Act ”).

Key Corporate Governance Guidelines Provisions

01
Board and committee
self-evaluations
The NCGC oversees an annual self-evaluati on by the Board and each of its committees.
The NCGC will utilize the results of this pr ocess in assessing Board composition and
performance to further the interests of the Company and its stockholders in a manner
consistent with the Company’ s mission and core values.

02
Director onboarding
and education
The NCGC oversees the Company’s direc tor orientation and c ontinuing education
programs. The directors and the Company are committed to ensuring that all directors
receive orientation and continuing education.

03
Limitation on other
board service
No director should serve on more than four additional public company boards without
the approval of the Board. Our CEO s hould not serve on more than one additional
public company board.

04
No competing
board service
No director should sit on the board of an y competitor of the Company, and every
director should do an annual review of their other directorsh ips to assess whether
competition with the Company may have ev olved in the preceding year due to new
product or service introduc tions, among other things.

05
Change in
employment
Directors are instructed to notify the NCGC if they become aware of circumstances,
including changes of employment, that could ma terially interfere wi th their service as a
director. The NCGC may request that the direc tor cease the activity or, in more severe
cases, submit his or her re signation from the Board.

32
Our Values in Action
At Roblox, our mission is to connect one bi llion users with optimism and civility. We are building an immersive platform for
connection and communication where every day, millions of users come to create, play, work, learn and connect with each other i n
experiences built by our global creator co mmunity. We view our communi ty—encompassing users, crea tors, and employees—as our
most critical asset, and we act as its dedicated stewards.
We embrace four core values that guide our daily actions:

Respect the community
We consider our impact on the world, st rive to make decisions with everyone’s
best interests in mind, and communica te authentically. We prioritize our
community before company, company befo re team, and team before individual.

We are responsible
We are empowered and responsible fo r both the intended and unintended
consequences of our actions.

Take the long view
We drive innovation by setting a long-ter m vision first, even when making short
term decisions and making incremental advancements.

Get stuff done
We drive execution every day by taking initiative and relentlessly iterating
towards long-term goals.

Employee Engagement
In 2025, over 87% of participating employees
surveyed said they were proud to work for
Roblox.

8 7 %
Giving Back
To support the causes our employees care
about, we match donations to eligible charities
dollar-for-dollar, up to $15,000 per U.S.
employee annually. In 2025, the Company
matched approximately $2.7 million in
contributions.
$15,000
maximum amount matched per contributor
$2.7 million
contributions matched by the Company in 2025

34
Total Rewards: Health, Wealth, and Happiness
Our Total Rewards team has designed a compen sation and benefits system that reflects our values and drives our performance. Our
philosophy is centered around enab ling employees to bring their best selves to wo rk and thrive both personally and professional ly.
In practice, our approach is to offer innovative and competit ive Total Rewards that support he alth, wealth, and happiness.
We have embarked on a journe y to redefine compensation throug h the following key pillars:
◼ Fair and Formulaic Compensation: Employees in the same role, level, locati on, and performance category have the same
compensation target: equal pay for equal work.
◼ Pay Equity: Roblox is deeply committed to pay equi ty, regularly conducting analyses to id entify and address any potential pay
disparities based on gender or race.
◼ Nimble Equity System: Our unique quarterly equity refr esh program delivers consistent eq uity awards that adapt to current
market conditions.
◼ Promotion vs. Progression: By moving from a traditional job-level promoti on system to a continuous progression model, we
support ongoing growth and deliver more frequent compensa tion adjustments that reflect each employee’s contributions.
◼ Roblox Recognition Program: The Roblox Recognition Award program is de signed to reward employees who demonstrate
bursts of heightened impact that go above an d beyond the expectations of their level.
We prioritize proactive benefits that enable employees to achiev e sustained peak performance:

Health
measurement
We provide one
month supply of
continuous glucose
monitors (CGMs) per
year, onsite DEXA
scans, onsite biometric
screenings, and
coverage for wearable
devices to equip
employees with
detailed insights into
their health.
Nutrition
We have developed a
nutrition philosophy
that guides our onsite
food program. The
nutrition philosophy
focuses on good
energy and whole
foods to provide food
that promotes optimal
metabolic health,
higher nutrients, and
minimal processing.
Movement
We offer onsite and
virtual one-on-one
health coaching.
Health coaches create
personalized plans for
employees based on
their individual
priorities and key
focus areas.
Mental and
Emotional Health
We provide 25
covered coaching or
therapy sessions per
year per person for
both employees and
dependents.

Roblox’s commitment to an innovative and indu stry-leading Total Rewards strategy was
recognized by Transform’s 2025 Total Rewards Stra tegy of the Year awar d, acknowledging our
dedication to