ROBLOX CORP CLASS A (RBLX)
Sector: Communication
2026 Annual Meeting Analysis
ROBLOX CORP CLASS A · Meeting: May 28, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Against Analysis
David Baszucki (CEO and Chair, director since 2004) is the brother of Gregory Baszucki, a fellow director and nominee — this is a direct familial relationship between two board members, one of whom is the CEO and Chair, raising governance concerns; on stock performance, RBLX's 3-year return of +33.7% trails the company-disclosed peer group median of +63.7% by 30.0 percentage points, which does not exceed the 65-percentage-point threshold required to trigger a no vote for strong-positive TSR companies using the named peer group, so the TSR trigger does not fire, but the familial relationship between the CEO/Chair and a fellow director is a standalone governance flag under the policy's familial relationships rule.
Gregory Baszucki is the brother of David Baszucki, the company's Founder, President, CEO, and Chair of the Board — a direct familial relationship to the most senior member of management, which is a clear negative flag under the policy's familial relationships rule regardless of independence designation; on TSR, the 3-year gap of -30.0 percentage points versus the peer median does not exceed the 65-percentage-point trigger threshold for strong-positive absolute TSR, so the TSR trigger does not independently fire, but the family connection to the CEO/Chair warrants an against vote.
For Analysis
Dennis Durkin joined the board in March 2026, which is within the 24-month new-director exemption window, so no TSR trigger applies; he brings highly relevant experience as a former CFO of Activision Blizzard and senior Microsoft gaming executive, and there are no overboarding, attendance, independence, or familial relationship concerns.
Two of the three Class II nominees receive against votes: David Baszucki (CEO/Chair) and his brother Gregory Baszucki are brothers serving together on the same board, creating a familial relationship between the CEO and a fellow director that the policy flags as a governance concern. Dennis Durkin is a strong new director with gaming-industry CFO experience who qualifies for the new-director exemption from the TSR trigger. Notably, the TSR underperformance trigger using the company-disclosed peer group (30.0pp gap vs. the 65pp threshold for strong-positive TSR) does not independently fire for any director.
Say on Pay
✓ FORCEO
David Baszucki
Total Comp
$24,565,995
Prior Support
95%%
The CEO's total reported compensation of approximately $24.6 million was 100% equity-based (zero salary, zero cash bonus), with 75% of his equity in performance stock awards tied to pre-set bookings and profitability margin targets over a two-year period — a pay structure that is strongly aligned with shareholder outcomes and well above the 50-60% variable pay threshold the policy favors. The prior-year Say on Pay vote received approximately 95% support, well above the 70% threshold, and the company made no changes that would warrant concern. While RBLX's 3-year stock return of +33.7% trails the peer group median by 30 percentage points, variable pay is not clearly above benchmark and the incentive structure includes meaningful performance conditions, so the pay-for-performance alignment check does not trigger a no vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$4,440,000
Non-Audit Fees
$55,000
Non-audit fees (tax and software subscriptions totaling approximately $55,000) represent roughly 1.2% of audit fees of $4,440,000 — well below the 50% threshold that would trigger a concern about auditor independence; Deloitte is a Big 4 firm appropriate for a company of Roblox's size and complexity; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire, and no material restatements are noted.
Overall Assessment
The 2026 Roblox annual meeting presents three standard proposals; the auditor ratification and Say on Pay proposals receive FOR votes, but two of the three director nominees — brothers David Baszucki (CEO/Chair) and Gregory Baszucki — receive AGAINST votes due to the familial relationship between the company's chief executive and a fellow board member, which the policy identifies as a governance concern independent of stock performance. Dennis Durkin, a newly appointed independent director with strong gaming-industry credentials, receives a FOR vote under the new-director exemption.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing