Sector: Communication
ROBLOX CORP CLASS A · Meeting: May 28, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Against Analysis
David Baszucki is the brother of fellow director Gregory Baszucki, creating a familial relationship between two board members — our policy votes AGAINST directors with familial ties to senior management or fellow board members. The TSR trigger does not apply (RBLX 3-year return of +36.4% vs. peer median of +98.4% is a gap of -62.0 percentage points, below the 65-percentage-point threshold for companies with strong positive absolute returns), so the vote is driven solely by the familial relationship concern.
Gregory Baszucki is the brother of David Baszucki, the Company's Founder, President, CEO and Chair — a direct familial relationship with the most senior executive at the company. Our policy votes AGAINST directors with familial ties to senior management, as such relationships undermine board independence regardless of the director's individual qualifications.
For Analysis
Mr. Durkin joined the board in March 2026, well within the 24-month new-director exemption from the TSR trigger, and brings deep relevant experience as a former CFO of Activision Blizzard and senior Microsoft gaming executive — no policy flags apply.
Of the three Class II nominees, we vote FOR Dennis Durkin (new director, exempt from TSR trigger, strong gaming/finance credentials) and AGAINST both David Baszucki and Gregory Baszucki due to their direct familial relationship with each other — David as CEO and Gregory as a non-independent-in-substance director — which our policy treats as a governance concern. The TSR trigger does not independently fire for any nominee: Roblox's 3-year absolute return of +36.4% places it in the strong-positive band, and the -62.0 percentage-point gap versus the peer group median of +98.4% falls short of the 65-percentage-point threshold required to trigger a vote against.
CEO
David Baszucki
Total Comp
$24,565,995
Prior Support
95%%
The CEO received total reported compensation of approximately $24.6 million for 2025, with 100% of his direct pay delivered in equity (zero base salary) and 75% of that equity subject to performance conditions tied to bookings and adjusted EBITDA margin targets — a pay mix that is almost entirely variable and performance-linked, well exceeding the 50-60% variable pay threshold required by our policy. The prior Say-on-Pay vote received 95% support, signaling strong shareholder endorsement of the program. While Roblox's 3-year stock return of +36.4% trails the company-disclosed peer group median of +98.4% by 62 percentage points, this gap falls below the 65-percentage-point threshold required to trigger a pay-for-performance concern under our policy for companies with strong positive absolute returns, and the completed 2024 PSU cycle paid out at 200% of target reflecting genuine outperformance against pre-set bookings and profitability goals.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$4,440,000
Non-Audit Fees
$55,000
Non-audit fees (tax fees of $53,000 plus other fees of $2,000, totaling $55,000) represent approximately 1.2% of audit fees of $4,440,000 — well within our 50% threshold. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not fire per policy. Deloitte is a Big 4 firm appropriate for a $40B market cap company. No material restatements are disclosed.
Meeting held May 28, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Dennis Durkin | 99.3% | 1.4B | 10.4M | ✓ Elected |
| David Baszucki | 93.9% | 1.3B | 86.3M | ✓ Elected |
| Gregory Baszucki | 93.7% | 1.3B | 89.6M | ✓ Elected |
Say on Pay
For 1.2B · Against 223.6M · Abstain 290,518
Auditor Ratification
For 1.5B · Against 679,612 · Abstain 377,045
The 2026 Roblox annual meeting presents three standard proposals: we vote FOR the auditor ratification and Say-on-Pay, both of which pass all policy screens cleanly, but AGAINST two of the three director nominees (David and Gregory Baszucki) solely due to their familial relationship with each other in a governance structure where one is the CEO/Chair — new nominee Dennis Durkin receives a FOR vote based on his strong relevant credentials and new-director exemption status.
17 companies disclosed in 2026 proxy filing
