DEF 14A of Roblox Corp, Apr 17, 2025

DEF 14A of Roblox Corp

Filed Apr 17, 2025 · FY20240001558370-25-004962

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Board of Directors

    | 1 | | ITEM 1 Election of Class I Directors | | The Board of Directors Recommends a vote “FOR” the nominees named below |

  3. Our Board

    Our Board Our Board is currently comprised of seven members. We have a classified board consisting of three classes, designated as Class I, Class II and Class III, each serving staggered three-year terms. Information regarding each director nominee and continuing director is set forth below. As detailed further in this proxy statement, our Board, including the three director nominees, reflects a broad array of knowledge, experience, skills, backgrounds and other attributes.

  4. Director Nominees

    Director Nominees The following biographies are for our Class I nominees up for election for a three-year term expiring at the 2028 annual meeting.

  5. Director Nominees

    | o | | Christopher Carvalho Former Chief Operating Officer of Kabam, Inc. Age: 59 Director Since: 2015 Committees: Audit and Compliance, Nominating and Corporate Governance Background Mr. 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 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 an MBA from the University of California, Los Angeles Anderson School of Management and a BS in Business Administration from the University of California, Berkeley, Haas School of Business. Director Qualifications We 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. |

  6. Director Nominees

    | 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 B.A. degree in Journalism and Business Administration from University of North Carolina at Chapel Hill and M.B.A. degree from Harvard Business School. Qualifications 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. | | Jason Kilar Former CEO of WarnerMedia, Inc. Age: 53 Director Since: 2023 Committees: Audit and Compliance, Leadership Development and Compensation (Chair) Background Mr. 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 Inc. 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 degree in Journalism and Business Administration from University of North Carolina at Chapel Hill and MBA degree from Harvard Business School. Director Qualifications We 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. |

  7. Director Nominees

    | 13 | 2025 Proxy Statement |

  8. Director Nominees

    | 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. 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 20 years of finance experience. Ms. Mastantuono attended the State University of New York at Albany, where she earned a BS degree in Accounting and Business Administration. 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 20 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: 54 Director Since: 2021 Committees: Audit and Compliance (Chair), Leadership Development and Compensation Background Ms. 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 degree in Accounting and Business 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 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. |

  9. Director Nominees

    | | 14 |

  10. Continuing Directors

    Continuing Directors The following biographies are for each Class II director whose current term will expire at the 2026 annual meeting.

  11. Continuing Directors

    | Corporation, a software company that specializes in simulation software, and which was acquired by Hexagon AB, a global technology group focused on precision measuring technologies, in February 2017. Between December 1998 and December 2000, Mr. Baszucki served in various positions at MSC Software Corporation, most recently as General Manager. Mr. Baszucki currently serves as a member of the board of directors of the Paley Center for Media. Mr. Baszucki holds a BS in Electrical Engineering from Stanford University. | | David Baszucki Founder, President, Chief Executive Officer and Chair of the Board Age: 62 Director Since: 2004 Background Mr. Baszucki has served as our Founder, President, Chief Executive Officer and member of our Board since March 2004. From July 1989 until December 1998, Mr. Baszucki served in various positions at Knowledge Revolution, a developer 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 measuring technologies, in February 2017. Between December 1998 and December 2000, Mr. Baszucki served in various positions at MSC Software Corporation, most recently as General Manager. Mr. Baszucki currently serves as a member of the board of directors of the Paley Center for Media. Mr. Baszucki 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 perspective and experience he brings as our Founder, President, Chief Executive Officer and Chair of our Board. |

  12. Continuing Directors

    | 2009. Prior to Founder Partners and Wheelhouse Enterprises, Mr. Baszucki founded and served as President of Dealix Corporation, an online automotive sales company between November 1998 and November 2006. Mr. Baszucki currently serves as a member of the board of directors of Interactive Memories, Inc, a private company. Mr. Baszucki holds a BS in Electrical Engineering from University of Minnesota-Twin Cities. executive leadership experience, his extensive experience as an entrepreneur, and his experience as a current and former director of many companies. | | Gregory Baszucki Co-Founder of Founder Partners, Former Chief Executive Officer of Wheelhouse Enterprises Age: 60 Director Since: 2008 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 Founder Partners, a closely held partnership which builds and invests in capital efficient mobile, Internet and software companies. He is also the Chairman of Wheelhouse Enterprises, Inc., a marketplace 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 Corporation, an online automotive sales company between November 1998 and November 2006. Mr. Baszucki currently serves as a member of the board of directors of Interactive Memories, Inc, a private company. Mr. Baszucki holds a BS in Electrical Engineering from University of Minnesota-Twin Cities. Director Qualifications We believe that Mr. Baszucki is qualified to serve 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 his experience as a current and former director of many companies. |

  13. Continuing Directors

    | 15 | 2025 Proxy Statement |

  14. Continuing Directors

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

  15. Continuing Directors

    | 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. 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. | | Anthony P. Lee Vice President of Altos Ventures Management, Inc. Age: 54 Director Since: 2008 Committees: Nominating and Corporate Governance (Chair); Lead Independent Director Background Mr. 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 Qualifications We 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. |

  16. Continuing Directors

    | Wong has served as a member of our Board since August 2020. Ms. Wong has served as a member of the board of directors of Liberty Media Corporation, an owner and operator of various media, communications and entertainment businesses, since September 2011 and Qurate Retail, Inc., an owner and operator of various digital commerce businesses since April 2010. Ms. Wong has served as a member of the board of directors of Hudson Pacific Properties Inc., a real estate investment trust since August 2017. From September 2011 to March 2017, Ms. Wong served as President, International Production for Sony Pictures Television and President, International for Sony Pictures Entertainment. From April 2007 to April 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 August 1993 to March 2007, most recently as Executive Vice President, Alternative Series, Specials and Late Night. Ms. Wong previously served as a director of Hudson’s Bay Company, a Canadian retail company, and Oaktree Acquisition Corp, Oaktree Acquisition Corp II, and Social Capital Hedosophia Holdings Corp., each a blank check company. Ms. Wong holds a BS in electrical engineering from the Massachusetts Institute of Technology and an MBA from the Stanford Graduate School of Business. Qualifications 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. | | Andrea Wong Former President of International Production for Sony Pictures Television and International for Sony Pictures Entertainment Age: 58 Director Since: 2020 Committees: Leadership Development and Compensation, Nominating and Corporate Governance Background Ms. Wong has served as a member of our Board since August 2020. Ms. Wong has served on the board of directors of Liberty Media Corporation, an owner and operator of media, communications and entertainment businesses, since September 2011 and QVC Group, Inc. (“QVC”), an owner and operator of digital commerce businesses since April 2010. Ms. Wong will be retiring from service on the QVC board and will not be standing for re-election upon the expiration of her term at the 2025 annual meeting of stockholders. Ms. Wong has served on the board of directors of Hudson Pacific Properties Inc., a real estate investment trust since August 2017. 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 Qualifications We 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. |

  17. Continuing Directors

    | | 16 |

  18. Key Safety Certifications

    | Non-Employee Director—Amended Director Compensation Policy | | |

  19. Director Compensation

    Director Compensation

  20. Outside Director Compensation Policy

    Outside Director Compensation Policy Our Board adopted a compensation policy for our non-employee directors (the “Director Compensation Policy”), in consultation with Frederic W. Cook & Co., Inc. (“FW Cook”), our independent compensation advisor. This policy is designed to attract, retain and reward our non-employee directors. We also reimburse our non-employee directors for reasonable, customary and documented travel expenses to our Board meetings and relevant director continuing education courses and programs. The LDCC reviews the total compensation of our non-employee directors and each element of our Director Compensation Policy at least annually with FW Cook, including by comparison to the practices and compensation levels at comparable companies in our compensation peer group. Our Board last amended our Director Compensation Policy in March 2023.

  21. Director Compensation Table for Fiscal Year 2024

    Director Compensation Table for Fiscal Year 2024 The following table sets forth information regarding the compensation earned or paid to our non-employee directors in 2024. Our employee director, Mr. David Baszucki, did not receive any compensation for his service as a director for the year ended December 31, 2024. The compensation received by Mr. Baszucki as an employee is set forth in the section titled “Executive Compensation—Summary Compensation Table for Fiscal Year 2024.”

  22. Director Compensation Table for Fiscal Year 2024

    | | Fees Earned or | Stock | All Other | | | Name | Paid in Cash ($) | Awards ($)(1) | Compensation ($)(2) | Total ($) | | Gregory Baszucki (3) | 90,000 | 243,122 | 15,332 | 348,454 | | Christopher Carvalho | 115,000 | 243,122 | 3,833 | 361,955 | | Jason Kilar | 115,000 | 243,122(4) | — | 358,122 | | Anthony P. Lee (5) | — | — | 11,499 | 11,499 | | Gina Mastantuono | 125,000 | 243,122(6) | 3,833 | 371,955 | | Andrea Wong | 120,000 | 243,122 | 3,833 | 366,955 |

  23. Director Compensation Table for Fiscal Year 2024

    | (1) The amounts reported represent the aggregate grant date fair values of the RSUs awarded to the directors in the fiscal year ended December 31, 2024, determined by multiplying the number of units granted by the NYSE closing price of our Class A common stock on the grant date, in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. The valuation assumptions used in determining such amounts are described in the notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on February 18, 2025. The amounts reflect the accounting cost for the RSUs and do not correspond to the actual economic value that may be received by the directors upon vesting or settlement of the RSUs. |

  24. Director Compensation Table for Fiscal Year 2024

    | (2) This amount represents security expenses for the director and certain family members covered by the Company. |

  25. Director Compensation Table for Fiscal Year 2024

    | (3) Mr. Gregory Baszucki deferred receipt of his cash fees and RSU grant under the Company’s Deferred Compensation Plan. His cash fees will become payable and his RSU grant will be released in ten equal annual installments following a separation from service. |

  26. Director Compensation Table for Fiscal Year 2024

    | (4) Mr. Kilar deferred receipt of a portion of his RSU grant under the Company’s Deferred Compensation Plan. His deferred RSU grant will be released following a separation from service. |

  27. Director Compensation Table for Fiscal Year 2024

    | (5) Mr. Lee has waived all fees and grants associated with his service as an outside director. |

  28. Director Compensation Table for Fiscal Year 2024

    | (6) Ms. Mastantuono deferred receipt of her RSU grant under the Company’s Deferred Compensation Plan. Her RSU grant will be released following a separation from service. |

  29. Director Compensation Table for Fiscal Year 2024

    | | 40 |

  30. Director Compensation Table for Fiscal Year 2024

    The following table lists all outstanding equity awards held by non-employee directors as of December 31, 2024:

  31. Director Compensation Table for Fiscal Year 2024

    | | | | | Grant | | | | | | | Date Fair | | | | | Number of | Option | Value Per | Option | | | | Shares | Exercise | Restricted | Award | | | Grant | Underlying | Price | Share | Expiration | | Name | Date | Options/RSUs (1)(2) | ($) (1) | ($) (1) | Date | | Gregory Baszucki | 7/20/2016 | 1,168,650(3) | 0.07 | — | 7/20/2026 | | | 5/30/2024 | 3,668(4)(5) | — | 33.15 | — | | Christopher Carvalho | 12/15/2015 | 116,866(3) | 0.06 | — | 12/15/2025 | | | 5/30/2024 | 3,667(4) | — | 33.15 | — | | Jason Kilar | 9/13/2023 | 4,051(6) | — | 27.74 | — | | | 9/13/2023 | 4,264(6) | — | 27.74 | — | | | 5/30/2024 | 3,668(4)(7) | — | 33.15 | — | | Anthony P. Lee (8) | — | — | — | — | — | | Gina Mastantuono | 5/30/2024 | 3,668(4)(9) | — | 33.15 | — | | Andrea Wong | 5/30/2024 | 3,667(4) | — | 33.15 | — |

  32. Director Compensation Table for Fiscal Year 2024

    | (1) Amounts reflect all previous forward stock splits effected prior to the Company’s direct listing. |

  33. Director Compensation Table for Fiscal Year 2024

    | (2) Amount reflects unvested RSUs and unexercised options held by our non-employee directors as of December 31, 2024. |

  34. Director Compensation Table for Fiscal Year 2024

    | (3) Amount reflects shares of our Class A common stock subject to a stock option granted pursuant to the terms and conditions of our 2004 Equity Incentive Plan (the “2004 Plan”) and a stock option agreement thereunder. The shares subject to the stock option are fully vested. |

  35. Director Compensation Table for Fiscal Year 2024

    | (4) Amount reflects shares of our Class A common stock subject to an RSU granted pursuant to the terms and conditions of our 2020 Plan and RSU agreement thereunder. If a merger or change in control of the Company occurs before vesting, the unvested portion of the RSU shall immediately vest. The RSU award vested as to one-fourth of the RSUs subject to such award on each of August 20, 2024, November 20, 2024, and February 20, 2025, and the remaining 1/4th of the RSUs shall vest on the earlier of (i) the day prior to the Company’s annual meeting date following such award’s grant date, and (ii) May 30, 2025, subject to the non-employee director’s continued service through the applicable vesting date. |

  36. Director Compensation Table for Fiscal Year 2024

    | (5) Settlement of an additional 3,668 vested shares granted to Mr. Baszucki has been deferred under the Company’s Deferred Compensation Plan and will become payable in ten annual installments following separation of service. |

  37. Director Compensation Table for Fiscal Year 2024

    | (6) Amount reflects shares of our Class A common stock subject to an RSU granted pursuant to the terms and conditions of our 2020 Plan and RSU agreement thereunder. If a merger or change in control of the Company occurs before vesting, the unvested portion of the RSU shall immediately vest. The RSU award shall vest as to 1/3rd of the shares subject to such award on each of November 20, 2024, November 20, 2025, and November 20, 2026. |

  38. Director Compensation Table for Fiscal Year 2024

    | (7) Settlement of an additional 2,385 vested shares granted to Mr. Kilar has been deferred under the Company's Deferred Compensation Plan and will become payable in a lump sum following separation of service. |

  39. Director Compensation Table for Fiscal Year 2024

    | (8) Mr. Lee has waived all fees and grants associated with his service as an outside director. |

  40. Director Compensation Table for Fiscal Year 2024

    | (9) Settlement of an additional 3,668 vested shares granted to Ms. Mastantuono has been deferred under the Company’s Deferred Compensation Plan and will become payable in one lump sum following separation of service. |

  41. Director Compensation Table for Fiscal Year 2024

    | 41 | 2025 Proxy Statement |

  42. Compensation Philosophy and Objectives

    | Competitiveness | Attracting and retaining critical talent is important to us. We operate in a highly competitive talent market in the technology industry and our pay programs are designed to be competitive to attract and retain talent that supports our mission and culture. | | Management Longevity | We believe that management longevity is a key driver of long-term value creation. Our executive compensation programs are designed to retain our executives, including through the use of time-based equity awards that vest over three years. In addition, we seek to reward significant growth in key financial and performance metrics through the use of performance-based restricted stock units (“PSUs”) for our executives. | | Long-Term Ownership | We want our executives to think like owners and focus on long-term value creation for the Company. We heavily weight our total pay package towards equity (and in the case of our CEO, entirely in equity), with the use of PSUs for our executives to further align our compensation program with long-term value creation for the Company. Approximately 90% or more of our NEOs’ compensation, on average, was delivered in the form of time-based or performance-based equity awards in 2024. | | Strong Performance Orientation | We have a high standard for performance. We consider Company and individual performance, criticality of position, and trajectory in sizing our equity grants for our executive officers. The annual RSU grants we have made to our NEOs in 2024 vest over three-years. The value realized from those grants is based on the value of our stock price when (and if) the grants vest, enhancing the link between the interests of our executives and our stockholders. We additionally granted PSUs for our executives in 2024 that are eligible to vest based on substantial financial and performance metrics to further enhance the performance orientation of the program and continued service. |

  43. 2024 Compensation Program Highlights

    | ◼ | NEOs: Majority of compensation continued to be in the form of long-term equity-based incentives in 2024, including PSUs that further align pay with performance. |

  44. 2024 Compensation Program Highlights

    | ◼ | PSU Design: Our PSU program is designed so that the PSUs granted in 2024 pay out based on achievement against Bookings and Covenant Adjusted EBITDA targets. |

  45. Compensation Practices

    | What we do | What we do not do | | ◼ 100% independent director composition of the LDCC ◼ independent Compensation Advisor: the LDCC engages an independent compensation advisor, who provides no other services to the Company ◼ a significant portion of compensation for NEOs is at-risk and a significant portion is tied to substantial performance against key financial metrics ◼ annual review of NEO compensation and peer group data ◼ double-trigger change in control arrangements ◼ assess the risk-reward balance of our compensation programs to mitigate undue risks ◼ robust stock ownership requirements apply to all executive officers and directors ◼ annual advisory vote on NEO compensation | ◼ no pension plans ◼ no hedging or pledging of our stock by directors or employees ◼ no excise tax gross-ups upon a change in control |

  46. Set Current Year Pay

    | ◼ | Our CEO and the LDCC consider the performance, criticality and trajectory of each executive officer, internal pay equity, and competitive market data and Company performance against strategic goals, and our CEO makes recommendations to the LDCC for salary levels and equity grants for the upcoming year for each executive officer (other than himself). |

  47. Set Current Year Pay

    | ◼ | Considering the CEO’s recommendations and other factors described above, the LDCC reviews and approves base salary and equity awards for the upcoming compensation year. |

  48. Roles and Responsibilities

    | Management | Our CEO: ◼ reviews the amount and structure of pay components (salary and long-term equity incentives) for members of our management team other than himself; ◼ identifies key targets and objectives of our compensation structure; ◼ negotiates sign-on pay packages and offer letters for new members of our management team; ◼ considers market data presented by our compensation advisor and internal corporate data to determine executive officer pay recommendations for the LDCC; and ◼ evaluates the performance of our management team, including our NEOs, and reviews their performance with the LDCC when making recommendations to the LDCC. Our people, finance and legal teams: ◼ support the LDCC by providing data on market pay practices, internal labor force considerations, as well as internal employee sentiment and engagement; ◼ support the CEO with information on corporate and individual performance for NEOs and provides recommendations on other compensation matters; and ◼ present information and provide clarity on market data, but refrain from participating in discussions or final decisions on their own pay amount and structure. |

  49. Competitive Market Data

    Competitive Market Data The LDCC assesses the competitiveness of each element of the executive officers’ total direct compensation against our peer group as discussed below. This represents one of the many factors that the LDCC considers when it sets pay levels for our NEOs. In developing the compensation peer group, the LDCC considers a number of factors, including:

  50. Competitive Market Data

    | ◼ | scale and complexity (revenue and market capitalization that is generally between 1/3x to 3x our size); |

  51. Competitive Market Data

    | ◼ | competitors for executive talent; |

  52. Competitive Market Data

    | ◼ | geography (preference for companies with significant talent presence in the San Francisco Bay Area); and |

  53. Competitive Market Data

    | ◼ | company business characteristics (for example, headquarter location, comparably sized high-growth technology companies, consumer facing technology companies, marketplace platforms, global operations and high growth indicators). |

  54. Competitive Market Data

    | | 56 |

  55. Competitive Market Data

    | AutodeskMongoDB CloudflareOkta CrowdStrikeRoku DatadogSnap DocuSignSplunk DoorDashThe Trade Desk DropboxTwilio Electronic ArtsUnity Software Match GroupWorkday 2024 Peer Group In September 2023, the LDCC in consultation with FW Cook reviewed our compensation peer group and selected the companies in the accompanying table as the executive compensation peer group for 2024. In this review we added four new companies to our 2024 compensation peer group (Cloudflare, Datadog, MongoDB and The Trade Desk) based on the criteria noted above. We also removed one company from our 2023 compensation peer group that was no longer a publicly traded corporation (Twitter). |

  56. Competitive Market Data

    | AirbnbMatch Group AppLovinMongoDB CloudflareOkta CrowdStrikePinterest DatadogSnap DoorDashThe Trade Desk DropboxTwilio DynatraceWorkday Electronic Arts 2025 Peer Group In September 2024, the LDCC in consultation with FW Cook reviewed our compensation peer group and selected the companies in the accompanying table as the executive compensation peer group for 2025. In this review we added four new companies to our 2025 compensation peer group (Airbnb, AppLovin, Dynatrace and Pinterest) and removed five companies (Autodesk, DocuSign, Roku, Splunk and Unity Software) based on the criteria noted above. |

  57. Competitive Market Data

    We do not establish compensation levels solely based on a review of competitive data, but we believe market data is a meaningful input to our compensation policies and practices. When making its compensation decisions, the LDCC also considers a number of other factors, including: Company performance, each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, individual performance and demonstrated leadership and internal pay equity considerations. In addition, as part of our executive compensation planning process, the LDCC reviewed aggregated survey data, drawn from the Radford Custom Compensation Survey, which provided additional context regarding executive compensation practices in the marketplace. We expect to review our peer group annually to reflect changes to our size and scale.

  58. Competitive Market Data

    | 57 | 2025 Proxy Statement |

  59. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. Our equity award program is the primary vehicle used to differentiate compensation and for offering long-term incentives to our NEOs. In 2024, equity-based incentives for our NEOs consisted of RSUs and PSUs. Generally, we intend to grant annual equity awards that are sized to be competitive, transparent and reflect the performance, contribution and criticality of roles in our Company. Our CEO annually reviews and considers external market data in addition to performance of the executives and proposes equity grants to the LDCC (other than for himself). The LDCC exercises its judgment and discretion, in consultation with our CEO and FW Cook. To determine the size and types of equity awards that it approves, the LDCC considers, among other things, the role and responsibility of the NEO, competitive factors, the vested and unvested value of the equity awards held by the NEO and the NEO’s total compensation.

  60. Long-Term Incentive Compensation

    | | 58 |

  61. Cancellation of Founder and CEO Long-Term Performance Award

    Cancellation of Founder and CEO Long-Term Performance Award On March 1, 2024, following an extensive evaluation of Mr. Baszucki’s compensation, the LDCC approved the cancellation of the Original Founder Long-Term Performance Award (defined below) and established an annual market-based compensation program for Mr. Baszucki consisting of PSUs and RSUs in line with the equity award compensation of our other executive officers.

  62. Background

    Background In February 2021, the LDCC granted Mr. Baszucki, the Founder and CEO Long-Term Performance Award (“Original Founder Long-Term Performance Award”), which provided Mr. Baszucki the opportunity to earn up to 11.5 million shares of Class A common stock, subject to achievement of rigorous stock price goals. The award was divided into seven tranches linked to stock price targets over staggered performance periods from March 2023 to March 2028. The award was approved by the Board and stockholders, consisting of a majority of the total shares of Roblox preferred and common stock not owned, directly or indirectly, by David Baszucki and Gregory Baszucki. The award was intended to align Mr. Baszucki’s interests with shareholders by requiring substantial company performance and discouraging short-term risks. It was his sole direct compensation through 2023. Commencing in August 2022, the LDCC began a long-term evaluation of Mr. Baszucki’s compensation and what, if any, compensation-related actions should be taken given uncertain market conditions and volatility. As part of this evaluation, the LDCC considered whether the Original Founder Long-Term Performance Award, as the sole compensation payable to Mr. Baszucki, continued to satisfy the LDCC’s intent in providing sufficient compensation and retention incentives for Mr. Baszucki. During 2023 and up to February 2024, the LDCC met numerous times to consider Mr. Baszucki’s compensation, including the Original Founder Long-Term Performance Award. FW Cook advised the LDCC and provided information regarding compensation peer group and market practices relating to executive compensation. The LDCC discussed various alternatives for Mr. Baszucki’s compensation, including discussions regarding the cancellation of the Original Founder Long-Term Performance Award and the implementation of an annual equity compensation program for Mr. Baszucki similar to the equity compensation program granted to our other executive officers. The LDCC considered that Mr. Baszucki did not earn any cash salary, cash bonus or equity compensation for the first three years of his service as a public company CEO of Roblox. Members of management were not present at the portions of the LDCC meetings in which the LDCC deliberated about Mr. Baszucki’s compensation. On March 1, 2024, given the LDCC’s desire to transition Mr. Baszucki to an annual compensation program and the LDCC’s determination that the Original Founder Long-Term Performance Award was no longer satisfying the Company’s compensation objectives, the LDCC approved the cancellation of the Original Founder Long-Term Performance Award. None of the rigorous stock price goals associated with the Original Founder Long-Term Performance Award were achieved prior to its cancellation, and no shares subject to the award had vested. On March 1, 2024, the LDCC approved Mr. Baszucki’s 2024 compensation structure (the “2024 CEO Compensation”). The 2024 CEO Compensation is market-based, solely in the form of equity, and aligns Mr. Baszucki’s interests with those of our stockholders by motivating and rewarding Mr. Baszucki to achieve long-term stockholder value creation while reflecting our pay-for-performance philosophy and enhancing retention. The 2024 CEO Compensation consists of an annual equity award with an intended target value of $25 million. Seventy-five percent of the target value is in the form of PSUs that will only vest if the Company achieves financial and operating performance goals that were determined by the LDCC. The remaining 25% of the target grant value is in the form of time-based RSUs that will vest quarterly over three years upon continued service. Mr. Baszucki’s base salary remains at $0 and the 2024 CEO Compensation does not provide for cash compensation or a cash bonus opportunity for his services to Roblox. Mr. Baszucki’s equity award was granted on March 1, 2024, consistent with the annual equity refresh grants for our other executive officers. Mr. Baszucki participates in the same 2024 PSU program as our other executives, which is further described below, with PSUs earned for achievement of cumulative Bookings and covenant adjusted EBITDA targets over a two-year performance period (ending December 31, 2025). Consistent with the PSUs granted to our other executives, 67% of the PSUs that are eligible to vest will vest upon certification of performance following the completion of the two-year performance period and the remaining 33% of the PSUs that are eligible to vest will vest in equal quarterly installments over the next year starting in May 2026. The payout of Mr. Baszucki’s PSUs is capped at 200% of target, consistent with the PSUs granted to our other executives.

  63. Fiscal Year 2024 Awards

    Fiscal Year 2024 Awards Each of our NEOs, other than Messrs. Baszucki (described above) and Chakravarthy, received approximately 35% of their 2024 annual equity award value in PSUs and 65% of their equity award value in time-based RSUs. Mr. Chakravarthy’s 2024 annual equity award value was approximately 50% in PSUs and 50% in RSUs as his award was pro-rated to recognize his 2023 hire date. We believe that equity awards align the interests of our NEOs with our stockholders, provide our NEOs with incentives linked to long-term performance, and foster an ownership mentality. In addition, the long-term vesting period of our equity awards supports retention. In March 2024, the LDCC granted fiscal year 2024 annual equity awards in the form of PSUs and RSUs to the NEOs as shown below with vesting and other terms as described below.

  64. Fiscal Year 2024 Awards

    | | Fiscal | | | | | | | Year 2024 | | Fiscal | | | | | PSU | Number of | Year 2024 | | Total | | | Intended Grant | Shares of | RSU | Number of | Intended | | | Value (at | PSU Grant | Intended Grant | Restricted | Grant | | Name | target) (1) | (at target) | Value (2) | Stock Units | Value (1)(2) | | David Baszucki (3) | $18,750,000 | 446,534 | $6,250,000 | 148,844 | $25,000,000 | | Michael Guthrie | $3,687,250 | 87,812 | $6,847,750 | 163,080 | $10,535,000 | | Manuel Bronstein | $3,687,250 | 87,812 | $6,847,750 | 163,080 | $10,535,000 | | Arvind Chakravarthy | $2,409,750 | 57,388 | $2,237,625 | 53,289 | $4,647,375 | | Mark Reinstra | $2,479,750 | 59,055 | $4,605,250 | 109,674 | $7,085,000 |

  65. Fiscal Year 2024 Awards

    | (1) The grant date fair value of the PSU awards as stated in our Summary Compensation Table for Fiscal Year 2024 differs from the intended grant value at target for the PSU awards stated above because the number of shares granted under our PSU awards were determined by dividing the intended value of the PSU award at target by the 20 trading day average closing price of a share of the Company’s Class A common stock on the NYSE as of February 29, 2024. |

  66. Fiscal Year 2024 Awards

    | (2) The grant date fair value of the RSU awards as stated in our Summary Compensation Table for Fiscal Year 2024 differs from the intended grant value for the RSU awards as stated above because the number of shares granted under our RSU awards were determined by dividing the intended value of the RSU award by the 20 trading day average closing price of a share of the Company’s Class A common stock on the NYSE as of February 29, 2024. |

  67. Fiscal Year 2024 Awards

    The 2024 PSUs are subject to both performance-based and service-based vesting. The scheduled performance period for the PSUs is January 1, 2024 through December 31, 2025. Between 0% and 200% of the PSUs will become eligible to vest if and to the extent the performance goals are satisfied, and then will vest if the applicable service-based vesting requirements are satisfied. Eighty percent of the PSUs for each NEO become eligible to vest based on achievement of certain cumulative Bookings targets and 20% of the PSUs for each NEO become eligible to vest based on achievement of certain cumulative covenant adjusted EBITDA targets as established by the LDCC. As defined in our PSU agreement, cumulative covenant adjusted EBITDA correlates to our covenant adjusted EBITDA liquidity calculation. The LDCC chose Bookings and covenant adjusted EBITDA as the performance metrics for the PSUs because it believes that these are key drivers of our long-term strategic plan to grow the scale of our business and create near term margin expansion and are directly tied to value creation. After the end of the two-year performance period, the LDCC will certify achievement of the Company’s performance against the applicable cumulative Bookings and covenant adjusted EBITDA targets and 67% of the PSUs that are eligible to vest will vest on the certification date, subject to continued service on such date. The remaining 33% of the PSUs that are eligible to vest will vest in four approximately equal quarterly installments thereafter on each of May 20, 2026, August 20, 2026, November 20, 2026 and February 20, 2027, subject to continued service on such date. Any PSUs that have not satisfied the performance metrics immediately following the certification date will be forfeited. Except as otherwise provided in the award agreement, if a participant ceases to be a service provider for any reason before the end of the performance period, all unvested PSUs held by the participant are immediately forfeited. Upon a participant’s qualifying termination without cause or an involuntary termination for good reason (as defined in the participant’s change in control severance

  68. Fiscal Year 2024 Awards

    agreement) not in connection with a change in control, a pro-rated portion of earned PSUs will be eligible to vest based on actual performance as if the participant’s service had not been terminated. In the event of a change in control during the performance period, the number of PSUs that will become eligible to vest will be based on actual performance through the date of the change in control or, if greater, at target. Upon a participant’s qualifying termination in connection with a change in control prior to the final vesting date, all remaining earned PSUs will fully vest. Upon the death or disability of a PSU award participant prior to the certification date, 100% of the target number of shares subject to the PSU will vest immediately. Vesting for earned but unvested PSUs accelerate immediately upon death or disability. For the time-based RSUs granted to our NEOs, 1/12th of the RSUs vested on May 20, 2024 and 1/12th of the RSUs vest each quarter thereafter over three years, subject to the participant’s continued service through each vesting date.

  69. Fiscal Year 2023 Awards

    Fiscal Year 2023 Awards In April 2023, the LDCC granted PSUs with a measurement period running from January 1, 2023 through December 31, 2024, with performance based 80% on cumulative Bookings and 20% based on cumulative covenant adjusted EBITDA. The performance period applicable to the 2023 PSUs ended on December 31, 2024, and on February 10, 2025, the LDCC certified performance of cumulative Bookings for the performance period of $7,890M (against a target of $7,518M) and cumulative covenant adjusted EBITDA for the performance period of $1,239M (against a target of $596M) resulting in a 174.72% target payout as follows:

  70. Fiscal Year 2023 Awards

    | | | Number of | | | 2023 | 2023 PSUs | | | Target | Eligible to | | Name | PSUs | Vest | | Michael Guthrie | 64,129 | 112,046 | | Manuel Bronstein | 64,129 | 112,046 | | Mark Reinstra | 44,397 | 77,570 |

  71. Fiscal Year 2023 Awards

    Fifty percent of the 2023 PSUs that were eligible to vest vested on February 10, 2025 and the remaining 2023 PSUs that are eligible to vest will vest on April 13, 2026, subject to the terms and conditions of the award agreement.

  72. Perquisites and Other Personal Benefits

    Perquisites and Other Personal Benefits Our NEOs are eligible to participate in the same benefits programs offered to all employees. In addition, NEOs as well as other senior executives entered into change in control and severance agreements with the Company. Because of the high visibility of our Company and specific threats to Mr. Baszucki’s safety arising from his position as our Company’s visionary, founder and CEO, the Company conducted an independent security assessment, which identified specific risks and threats. Based on the results of this assessment, the LDCC previously approved the implementation of a formal security program. We require these security measures for the Company’s benefit because of the importance of Mr. Baszucki to Roblox, and we believe that the scope and costs of these security programs are appropriate and necessary. The LDCC evaluates these security programs at least annually, including a review of security professional assessments of safety threats and recommendations for the security programs. Under Mr. Baszucki’s overall security program, we pay for costs related to personal security for Mr. Baszucki at his residences and during business travel, including the annual costs of security personnel for his protection and the procurement, installation and maintenance of certain security measures for his residences. In addition, Mr. Baszucki uses private aircraft for business travel in connection with his overall security program. On certain occasions, Mr. Baszucki may be accompanied by family members or guests when using private aircraft. Although we do not consider Mr. Baszucki’s overall security program to be a perquisite for his benefit for the reasons described above, as required under SEC rules, the costs related to personal security for Mr. Baszucki at his residences pursuant to his overall security program are reported as other compensation to Mr. Baszucki in the “All Other Compensation” column of the “Executive Compensation—Compensation

  73. Deferred Compensation Plan

    Deferred Compensation Plan We maintain our Deferred Compensation Plan for non-employee directors and, as determined by the LDCC in its discretion, members of a “select group of management or highly compensated employees”. Eligible non-employee director participants may elect annually to defer up to 100% of their cash director fees and their equity awards granted under the Company’s 2020 Plan. Eligible employee participants may elect to defer up to 90% of their base salary and up to 100% of their cash bonus compensation, and up to 65% of any RSUs or PSUs granted under the Company’s 2020 Plan. For further information on the Deferred Compensation Plan, please see “Board of Directors—Director Compensation—Deferred Compensation Plan” above.

  74. Change in Control Severance Agreements

    Change in Control Severance Agreements We have entered into a change in control severance agreement with each of our current NEOs, pursuant to which our NEOs are eligible to receive severance benefits, as specified in and subject to the terms of the change in control severance agreement. We believe that these protections serve our retention objectives by helping our NEOs maintain continued focus and dedication to their responsibilities to maximize stockholder value, including in the event of a transaction that could result in a change in control of the Company. For more information, see the section titled “Potential Payments upon Termination or Change in Control.”

  75. Change in Control Severance Agreements

    | 63 | 2025 Proxy Statement |

  76. Employment Agreements

    Employment Agreements In connection with and after the listing of our Class A common stock on the NYSE, we have entered into a confirmatory employment letter setting forth the terms and conditions of employment for each of our NEOs as described below.

  77. Employment Agreements

    | David Baszucki We have entered into a confirmatory employment letter agreement with Mr. Baszucki. The letter agreement, as amended, does not have a specific term and provides that Mr. Baszucki is an at-will employee. Mr. Baszucki’s 2024 annual base salary was $0. No changes have been made to his annual base salary for 2025. Manuel Bronstein We have entered into a confirmatory employment letter agreement with Mr. Bronstein. The letter agreement does not have a specific term and provides that Mr. Bronstein is an at-will employee. Mr. Bronstein’s 2024 annual base salary was $715,000. His annual base salary for 2025 is $735,000. Arvind Chakravarthy We have entered into an employment letter agreement with Mr. Chakravarthy. The letter agreement does not have a specific term and provides that Mr. Chakravarthy is an at-will employee. Mr. Chakravarthy’s 2024 annual base salary was $715,000. His annual base salary for 2025 is $735,000. Michael Guthrie We have entered into a confirmatory employment letter agreement with Mr. Guthrie. The letter agreement does not have a specific term and provides that Mr. Guthrie is an at-will employee. Mr. Guthrie’s 2024 annual base salary was $715,000. His annual base salary for 2025 is $735,000. Additionally, we have entered into a Separation and Transition Agreement with Mr. Guthrie, which is further described below under “Executive Resignations.” Mark Reinstra We have entered into a confirmatory employment letter agreement with Mr. Reinstra. The letter agreement does not have a specific term and provides that Mr. Reinstra is an at-will employee. Mr. Reinstra’s 2024 annual base salary was $715,000. His annual base salary for 2025 is $735,000. |

  78. Practices with Regard to Timing of Equity Awards

    Practices with Regard to Timing of Equity Awards Because we do not currently grant stock options covering our listed Class A common stock, and have not since our direct listing, we do not have a policy or practice regarding option grant timing. Our Board and the LDCC does not take material nonpublic information into account when determining the timing and terms of equity grants. We do not have a policy or practice to time equity grants based on the release of material non-public information. We did not grant stock options to any of our NEOs in 2024 and have never granted stock appreciation rights.

  79. Compensation Risk Assessment

    Compensation Risk Assessment Our management regularly assesses and discusses with the LDCC our compensation programs, policies and practices for our employees as they relate to our risk management. In this regard, we undertake a risk review of our employee compensation programs, policies and practices (including our executive compensation program) each year to determine whether these programs, policies and practices contain features that might create undue risks or encourage unnecessary and excessive risk-taking that could threaten our value. Based upon this review, we believe that any risks arising from such programs, policies and practices are not reasonably likely to have a material adverse effect on us. Our employees’ base salaries are fixed in amount and thus we do not believe that they encourage excessive risk-taking. A significant proportion of the compensation provided to most of our employees involves long-term incentive compensation in the form of equity awards that we believe are important to help further align our employees’ interests with those of our stockholders. These equity awards directly tie their expectations of compensation to their contributions to the long-term value of our Company. We do not believe that these equity awards encourage unnecessary or excessive risk-taking given their multi-year vesting schedules or performance periods and since their ultimate value is tied to our stock price. Our executive officer stock ownership guidelines also help ensure that executive officers have significant value tied to long-term stock price performance. Additional controls such as the Code of Business Conduct and Ethics and related training help mitigate the risks of unethical behavior and inappropriate risk-taking.

  80. Tax and Accounting Matters

    Tax and Accounting Matters The LDCC takes the applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program. Generally, Section 162(m) of the Code limits the amount we may deduct from our federal income taxes for compensation paid to our CEO and Chief Financial Officer and certain other current executive officers that are “covered employees” within the meaning of Section 162(m) of the Code to $1 million per individual per year, subject to certain exceptions. In approving the amount and form of compensation for our NEOs in the future, the LDCC generally considers all elements of the cost to us of providing such compensation, including the potential impact of Section 162(m) of the Code, as well as our need to maintain flexibility in compensating executive officers in a manner designed to promote our goals. The LDCC may authorize compensation payments that will or may not be deductible when we believe that such payments are appropriate to attract, retain or motivate executive talent. We do not provide, and have no obligation to provide, any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G, 4999, or 409A of the Code. If any of the payments or benefits provided for under the change of control and severance agreements or otherwise payable to a NEO would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, he or she would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the NEO.

  81. Summary Compensation Table for Fiscal Year 2024

    Summary Compensation Table for Fiscal Year 2024 The following table sets forth, for fiscal year 2024 and the two prior fiscal years, the compensation reportable for our NEOs, as determined under SEC rules.

  82. Summary Compensation Table for Fiscal Year 2024

    | | | | | Stock | All Other | | | Name and | | Salary | Bonus | Awards | Compensation | | | Principal Position | Year | ($) | ($) | ($) (1) | ($) | Total ($) | | David Baszucki, | 2024 | —(2) | — | —(3) | 2,984,326(4) | 2,984,326 | | Founder, President and | 2023 | —(2) | — | — | 2,136,740 | 2,136,740 | | Chief Executive Officer | 2022 | —(2) | — | — | 1,141,723 | 1,141,723 | | Michael Guthrie, | 2024 | 715,000 | — | 10,366,857 | 3,945(5) | 11,085,802 | | Chief Financial Officer | 2023 | 698,750 | — | 10,257,502 | 6,500 | 10,962,752 | | | 2022 | 625,000 | — | 7,764,813 | — | 8,389,813 | | Manuel Bronstein, | 2024 | 715,000 | — | 10,366,857 | 19,391(6) | 11,101,248 | | Chief Product Officer | 2023 | 698,750 | — | 10,257,502 | 17,750 | 10,974,002 | | | 2022 | 625,000 | — | 6,470,663 | 12,200 | 7,107,863 | | Arvind Chakravarthy, | 2024 | 715,000 | — | 4,573,174 | 15,445(7) | 5,303,619 | | Chief People and Systems Officer | | | | | | | | Mark Reinstra, | 2024 | 715,000 | — | 6,971,882 | 19,195(8) | 7,706,077 | | Chief Legal Officer & Corporate Secretary | 2023 | 698,750 | — | 7,101,323 | 21,500 | 7,821,573 | | | 2022 | 625,000 | — | 10,213,616 | 12,200 | 10,850,816 |

  83. Summary Compensation Table for Fiscal Year 2024

    | (1) The amounts reported in this column represent the aggregate grant date fair value of the RSUs and PSUs awarded to the NEOs in the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024 as applicable, calculated in accordance with FASB ASC Topic 718. In the case of RSUs, the aggregate grant date fair value of the awards granted is determined by multiplying the number of units granted by the NYSE closing price of our Class A common stock on the grant date. In accordance with FASB ASC Topic 718, this amount does not take into account any estimated forfeitures related to service-vesting conditions. For the PSUs granted in 2022, the fair value of the PSUs was determined using a Monte Carlo simulation model assuming target performance. For each PSU granted in 2022, the Company estimated the expected term based on the time period from the valuation date to the end of the performance period, the risk free interest rate of 2.71% was based on the United States Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury Notes, the expected volatility of 65% was based on the historical stock volatility of selected peers over a period equivalent to the expected term of the PSUs and the expected dividend rate for the Company’s stock was based on the then dividend rate of zero, consistent with the statement in our Annual Report on Form 10-K that we do not intend to pay cash dividends for the foreseeable future. For each PSU granted in 2023 and 2024, in accordance with SEC rules, the aggregate grant date fair value of the awards is calculated based on the most probable outcome of the performance conditions as of the grant date, which was target performance. The grant date fair value is calculated by multiplying the target number of units granted by the NYSE closing price of our Class A common stock on the grant date. If the most probable outcome of the performance conditions on the grant date had been maximum performance, then the grant date fair value of the 2023 PSUs would have been as follows: Michael Guthrie and Manuel Bronstein ($5,861,391) and Mark Reinstra ($4,057,886), and 2024 PSUs would have been as follows: David Baszucki ($63,273,595), Michael Guthrie and Manuel Bronstein ($7,256,784), Mark Reinstra ($4,880,305) and Arvind Chakravarthy ($4,742,544). The valuation assumptions used in determining the grant date fair value of the RSUs and PSUs are further described in the Note 1 and Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 18, 2025. For further information about the valuation of Mr. Baszucki’s 2024 stock awards, please see footnote 3 below. The amounts reflect the accounting charge for the RSUs and PSUs and do not correspond to the actual economic value that may be received by the NEOs upon vesting or settlement of the RSUs and PSUs. |

  84. Summary Compensation Table for Fiscal Year 2024

    | (2) Mr. Baszucki’s annual salary was $0. |

  85. Summary Compensation Table for Fiscal Year 2024

    | (3) The grant date fair value of Mr. Baszucki’s RSU and PSU awards as stated in our Summary Compensation Table for Fiscal Year 2024 is $0 despite the intended value of the grants being $25 million because the grants were deemed a modification of his Original Founder Long-Term Performance Award for accounting purposes and under FASB ASC Topic 718, as of March 1, 2024, we were not required to record any incremental fair value in connection with the modification. |

  86. Summary Compensation Table for Fiscal Year 2024

    | (4) The amount represents security expenses for Mr. Baszucki pursuant to his overall security program as further described under “Principal Elements of Our Executive Compensation and 2024 Compensation—Additional Compensation Practices—Perquisites and Other Personal Benefits” of $2,927,085, commuting expenses of $56,679 and other tax gross ups related to certain security benefits of $562. On occasion, guests of Mr. Baszucki accompanied him, at no incremental cost to the Company, on corporate aircraft used for business purposes. |

  87. Summary Compensation Table for Fiscal Year 2024

    | (5) The amounts reflects security expenses for the executive covered by the Company in an amount equal to $3,833 and a related tax gross up in an amount equal to $112. |

  88. Summary Compensation Table for Fiscal Year 2024

    | 67 | 2025 Proxy Statement |

  89. Summary Compensation Table for Fiscal Year 2024

    | (6) The amounts reflects security expenses for the executive covered by the Company in an amount equal to $7,666, a related tax gross up in an amount equal to $225 and matching 401(k) contributions by the Company in an amount equal to $11,500. |

  90. Summary Compensation Table for Fiscal Year 2024

    | (7) The amounts reflects security expenses for the executive covered by the Company in an amount equal to $3,833, a related tax gross up in an amount equal to $112 and matching 401(k) contributions by the Company in an amount equal to $11,500. |

  91. Summary Compensation Table for Fiscal Year 2024

    | (8) The amounts reflects security expenses for the executive covered by the Company in an amount equal to $3,833, a related tax gross up in an amount equal to $112 and matching 401(k) contributions by the Company in an amount equal to $15,250. |

  92. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table shows all plan-based awards granted to our NEOs during fiscal year 2024:

  93. Grants of Plan-Based Awards in 2024

    | | | Estimated Possible Payouts Under | | | All Other | Grant Date | | | | Equity Incentive Plan Awards (1) | | | Stock Awards: | Fair Value of | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Number of Units | Stock Awards ($) (2) | | David Baszucki | 3/1/2024 | | | | 148,844(3) | — | | | 3/1/2024 | — | 446,534 | 893,068(4) | | — | | Michael Guthrie | 3/1/2024 | | | | 163,080(3) | 6,738,466 | | | 3/1/2024 | — | 87,812 | 175,624(4) | | 3,628,392 | | Manuel Bronstein | 3/1/2024 | | | | 163,080(3) | 6,738,466 | | | 3/1/2024 | — | 87,812 | 175,624(4) | | 3,628,392 | | Arvind Chakravarthy | 3/1/2024 | | | | 53,289(3) | 2,201,901 | | | 3/1/2024 | — | 57,388 | 114,776(4) | | 2,371,272 | | Mark Reinstra | 3/1/2024 | | | | 109,674(3) | 4,531,730 | | | 3/1/2024 | — | 59,055 | 118,110(4) | | 2,440,153 |

  94. Grants of Plan-Based Awards in 2024

    | (1) Amounts in the “Estimated Possible Payouts Under Equity Incentive Plan Awards” relate to potential payouts under the PSU awards granted in fiscal year 2024. The number of shares in the “Threshold”, “Target” and “Maximum” columns represent the number of PSUs that would be eligible to vest upon achievement against predetermined threshold, target and maximum Bookings and covenant adjusted EBITDA metrics. Linear interpolation determines the percentage of PSUs that would be eligible to vest upon achievement between the threshold and target and the target and maximum achievement points. It is possible that the executive officers will realize zero compensation from these awards if the Bookings and covenant adjusted EBITDA metrics are not met during the performance period. |

  95. Grants of Plan-Based Awards in 2024

    | (2) The amounts reported in this column represent the aggregate grant date fair value of the RSUs and PSUs granted to the NEO in the fiscal year ended December 31, 2024. For each of our NEOs other than Mr. Baszucki, the grant date fair value of the RSUs is determined by multiplying the number of units granted by the NYSE closing price of our Class A common stock on the grant date, in accordance with FASB ASC Topic 718 and the grant date value of the PSUs is determined based on the most probable outcome of the performance conditions as of the grant date, which was target performance, in accordance with SEC rules. The grant date fair value is calculated by multiplying the target number of units granted by the NYSE closing price of our Class A common stock on the grant date. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The valuation assumptions used in determining such amounts are described in the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 18, 2025. The grant date fair value of Mr. Baszucki’s RSU and PSU awards as stated in our Grants of Plan-Based Awards in 2024 table is $0 despite the intended value of the grants being $25 million because the grants were deemed a modification of his Original Founder Long-Term Performance Award for accounting purposes and under FASB ASC Topic 718, as of March 1, 2024, we were not required to record any incremental fair value in connection with the modification. |

  96. Grants of Plan-Based Awards in 2024

    | (3) The RSUs are subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at 2024 Year-End Table” below. |

  97. Grants of Plan-Based Awards in 2024

    | (4) The PSUs are subject to performance and time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at 2024 Year-End Table” below. |

  98. Grants of Plan-Based Awards in 2024

    | | 68 |

  99. Outstanding Equity Awards at 2024 Year-End

    Outstanding Equity Awards at 2024 Year-End The following table sets forth information regarding outstanding equity incentive plan awards held by our NEOs as of December 31, 2024:

  100. Outstanding Equity Awards at 2024 Year-End

    | | | Options Awards | | | | Stock Awards | | | | | | | | | | | Number | Market | Number of | Market or | | | | | | | | of Shares | Value of | Unearned | Payout Value | | | | Number of | Number of | | | or Units | Shares or | Shares, | of Unearned | | | | Securities | Securities | | | of Stock | Units of | Units or | Shares, Units | | | | Underlying | Underlying | Option | | That | Stock That | Other | or Other | | | | Unexercised | Unexercised | Exercise | Option | Have Not | Have Not | Rights That | Rights That | | | | Options (#) | Options (#) | Price | Expiration | Vested | Vested | Have Not | Have Not | | Name | Grant Date | Exercisable (1) | Unexercisable (1) | ($) (2) | Date | (#) (1) | ($) (3) | Vested (#) (1) | Vested ($) (3) | | David Baszucki | 10/20/2017(4) | 880,052 | — | 0.53 | 10/19/2027 | — | — | — | — | | | 1/23/2019(4) | 2,500,000 | — | 3.345 | 1/22/2029 | — | — | — | — | | | 1/24/2020(4) | 2,500,000 | — | 3.405 | 1/23/2030 | — | — | — | — | | | 3/1/2024(5) | — | — | — | — | 111,633 | 6,459,085 | — | — | | | 3/1/2024(6) | — | — | — | — | — | — | 893,068 | 51,672,914 | | Michael Guthrie | 2/5/2018(4) | 1,172,390 | — | 0.53 | 2/4/2028 | — | — | — | — | | | 1/19/2020(4) | 300,000 | — | 3.405 | 1/18/2030 | — | — | — | — | | | 3/16/2021(7) | — | — | — | — | 7,500 | 433,950 | — | — | | | 4/8/2022(8) | — | — | — | — | 45,039 | 2,605,957 | — | — | | | 4/8/2022(9) | — | — | — | — | — | — | 36,009 | 2,083,481 | | | 4/13/2023(8) | — | — | — | — | 66,802 | 3,865,164 | — | — | | | 4/13/2023(6) | — | — | — | — | — | — | 128,258 | 7,421,008 | | | 3/1/2024(5) | — | — | — | | 122,310 | 7,076,857 | — | — | | | 3/1/2024(6) | — | — | — | | | | 175,624 | 10,161,605 | | Manuel Bronstein | 4/8/2021(10) | — | — | — | — | 88,542 | 5,123,040 | — | — | | | 4/8/2022(8) | — | — | — | — | 37,532 | 2,171,602 | — | — | | | 4/8/2022(9) | — | — | — | — | | | 30,008 | 1,736,234 | | | 4/13/2023(8) | — | — | — | — | 66,802 | 3,865,164 | — | — | | | 4/13/2023(6) | — | — | — | — | — | — | 128,258 | 7,421,008 | | | 3/1/2024(5) | — | — | — | — | 122,310 | 7,076,857 | — | — | | | 3/1/2024(6) | — | — | — | — | — | — | 175,624 | 10,161,605 | | Arvind Chakravarthy | 8/14/2023(11) | — | — | — | — | 198,512 | 11,485,904 | — | — | | | 3/1/2024(5) | — | — | — | — | 39,967 | 2,312,491 | — | — | | | 3/1/2024(6) | — | — | — | — | — | — | 114,776 | 6,640,939 | | Mark Reinstra | 12/9/2019(4) | 305,528 | — | 3.405 | 12/8/2029 | — | — | — | — | | | 4/8/2022(8) | — | — | — | — | 31,181 | 1,804,133 | — | — | | | 4/8/2022(9) | — | — | — | — | — | — | 24,930 | 1,442,421 | | | 4/8/2022(12) | — | — | — | — | 7,016 | 405,946 | — | — | | | 4/13/2023(8) | — | — | — | — | 46,247 | 2,675,851 | — | — | | | 4/13/2023(6) | — | — | — | — | — | — | 88,794 | 5,137,621 | | | 3/1/2024(5) | — | — | — | — | 82,255 | 4,759,274 | — | — | | | 3/1/2024(6) | — | — | — | — | — | — | 118,110 | 6,833,845 |

  101. Outstanding Equity Awards at 2024 Year-End

    | (1) Amount reflects all previous forward stock splits effected prior to our direct listing. |

  102. Outstanding Equity Awards at 2024 Year-End

    | (2) This column represents the fair market value of a share of our Class A common stock on the date of the grant, as determined by the administrator of the 2004 Plan or the 2017 Plan, as applicable. |

  103. Outstanding Equity Awards at 2024 Year-End

    | (3) This column represents the fair market value of the shares underlying the RSUs or PSUs as of December 31, 2024, based on the closing price of our Class A common stock, as reported on the New York Stock Exchange, of $57.86 on December 31, 2024. |

  104. Outstanding Equity Awards at 2024 Year-End

    | (4) Amount reflects shares of our Class A common stock subject to a stock option granted pursuant to the terms and conditions of our 2017 Plan and a stock option agreement thereunder. The shares of our Class A common stock underlying the option are fully-vested. |

  105. Outstanding Equity Awards at 2024 Year-End

    | (5) Amount represents shares of our Class A common stock subject to awards of RSUs pursuant to the terms and conditions of our 2020 Plan and RSU agreement thereunder. The remaining unvested RSUs vest in equal quarterly installments through February 20, 2027, subject to the participant’s continued service through each vesting date. |

  106. Outstanding Equity Awards at 2024 Year-End

    | (6) Represents shares of our Class A common stock subject to awards of PSUs granted under our 2020 Plan. The number of shares in the “Number of Unearned Shares, Units or Other Rights that Have Not Vested” column represents the number of PSUs that would be eligible to vest upon achievement of maximum performance against predetermined Bookings and covenant adjusted EBITDA metrics (representing achievement of 200% of the target PSUs). Between 0% and 200% of the target PSUs are eligible to vest, based on the Company’s Bookings and covenant adjusted EBITDA performance during the performance period subject to the grantee’s continued service. |

  107. Outstanding Equity Awards at 2024 Year-End

    | (7) The RSUs vest as follows: (i) 5,625 RSUs vest on February 20, 2025 and (ii) 1,875 RSUs vest on May 20, 2025, subject to continued service to the Company as of each vesting date. |

  108. Outstanding Equity Awards at 2024 Year-End

    | 69 | 2025 Proxy Statement |

  109. Outstanding Equity Awards at 2024 Year-End

    | (8) Amount represents shares of our Class A common stock subject to awards of RSUs pursuant to the terms and conditions of our 2020 Plan and RSU agreement thereunder. The remaining unvested RSUs vest in equal quarterly installments through February 20, 2026, subject to the participant’s continued service through each vesting date. |

  110. Outstanding Equity Awards at 2024 Year-End

    | (9) Represents shares of our Class A common stock subject to awards of PSUs granted under our 2020 Plan. The number of shares in the “Number of Unearned Shares, Units or Other Rights that Have Not Vested” column represents the number of PSUs that would be eligible to vest upon achievement of the $115 Stock Price Hurdle (representing achievement of 100% of the target PSUs). Between 0% and 200% of the target PSUs are eligible to vest, based on the Company’s stock price performance on the applicable measurement date, subject to the grantee’s continued service on the applicable Two-Year Measurement Date or Quarterly Measurement Date. |

  111. Outstanding Equity Awards at 2024 Year-End

    | (10) Amount represents shares of our Class A common stock subject to awards of RSUs pursuant to the terms and conditions of our 2020 Plan and RSU agreement thereunder. The remaining unvested RSUs vest in equal quarterly installments through May 20, 2025, subject to the participant’s continued service through each vesting date. |

  112. Outstanding Equity Awards at 2024 Year-End

    | (11) The RSUs vest as follows: (i) 178,661 RSUs vest in 6 equal quarterly installments through May 20, 2026, and (ii) 19,851 RSUs vest on August 20, 2026, subject to continued service to the Company as of each vesting date. |

  113. Outstanding Equity Awards at 2024 Year-End

    | (12) Amount represents shares of our Class A common stock subject to awards of RSUs pursuant to the terms and conditions of our 2020 Plan and RSU agreement thereunder. The remaining unvested RSUs vest in equal quarterly installments through February 20, 2025, subject to the participant’s continued service through each vesting date. |

  114. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table sets forth information regarding options exercised and stock awards vested and value realized upon vesting, by our NEOs during fiscal year 2024:

  115. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares | | Shares | | | | Acquired on | Value Realized | Acquired on | Value Realized | | Name | Exercise (#) | on Exercise ($) (1) | Vesting (#) | on Vesting ($) (2) | | David Baszucki | 1,896,154 | 85,078,304 | 37,211 | 1,571,422 | | Michael Guthrie | 500,000 | 22,379,617 | 152,742 | 6,427,322 | | Manuel Bronstein | — | — | 336,737 | 14,159,731 | | Arvind Chakravarthy | — | — | 132,429 | 5,568,040 | | Mark Reinstra | 123,000 | 5,290,972 | 117,423 | 4,940,332 |

  116. Option Exercises and Stock Vested in 2024

    | (1) The aggregate value realized upon the exercise of an option represents the difference between the aggregate market price of the shares of our Class A common stock on the date of exercise and the aggregate exercise price of the option. |

  117. Option Exercises and Stock Vested in 2024

    | (2) The aggregate value realized upon the vesting and settlement of an RSU represents the aggregate market price of the shares of our Class A common stock on the date of settlement. |

  118. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table provides information about the deferred compensation accounts of the Named Executive Officers as of December 31, 2024. For further information on the Deferred Compensation Plan, please see “Board of Directors—Director Compensation—Deferred Compensation Plan” above.

  119. Nonqualified Deferred Compensation

    | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings | Withdrawals/ | Balance | | Name | in Last FY (1) | in Last FY | in Last FY | Distributions | at Last FYE | | Arvind Chakravarthy | $643,500 | — | $44,159 | — | $687,659 | | Mark Reinstra | $607,750 | — | $67,210 | — | $674,960 |

  120. Nonqualified Deferred Compensation

    | (1) Represents base salary that was deferred under the Company’s Deferred Compensation Plan. |

  121. Nonqualified Deferred Compensation

    | | 70 |

  122. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Our NEOs are eligible for certain payments and benefits in the event of their termination of employment under specified circumstances. These payments and benefits are described in further detail below. The following table and the narrative that follows provide information concerning the estimated payments and benefits that could be provided in the termination circumstances described below, assuming that the relevant termination took place on December 31, 2024.

  123. Potential Payments upon Termination or Change in Control

    | | | Qualifying Termination without | | | | | | | Change in Control | | | | | | | | Value of | | | | | | Cash | Accelerated | | | | | Base | Bonus | Equity | Value of | | | Name | Salary ($) | ($) | Awards ($) (1) | Benefits ($) | Total ($) | | David Baszucki | 1,200,000(2) | — | 2,870,724(3) | 50,793 | 4,121,517 | | Michael Guthrie | 715,000 | — | 12,357,784(3) | 33,862 | 13,106,646 | | Manuel Bronstein | 715,000 | | 16,699,425(3) | 33,862 | 17,448,287 | | Arvind Chakravarthy | 715,000 | — | 7,919,298(3) | 24,484 | 8,658,782 | | Mark Reinstra | 715,000 | — | 8,598,600(3) | — | 9,313,600 |

  124. Potential Payments upon Termination or Change in Control

    | (1) The aggregate value shown for the acceleration of an option represents the difference between the closing price of our Class A common stock, as reported on the NYSE, of $57.86 on December 31, 2024 and the exercise price of the option, multiplied by the number of accelerating shares. The aggregate value shown for the acceleration of an RSU and PSU is based on the closing price of our Class A common stock, as reported on the NYSE, of $57.86 on December 31, 2024, multiplied by the number of accelerating RSUs and PSUs. |

  125. Potential Payments upon Termination or Change in Control

    | (2) Based on Mr. Baszucki’s salary as in effect prior to March 2021 when his salary was reduced to $0. |

  126. Potential Payments upon Termination or Change in Control

    | (3) The 2022 PSUs and 2024 PSUs are not included because the performance thresholds were not achieved as of December 31, 2024. However the PSUs will remain outstanding through the performance period end date and the number of PSUs that become Eligible Units will be measured as if the NEO’s employment had not terminated. A portion of the 2023 PSUs are included based on performance as of December 31, 2024. The remainder of the 2023 PSUs will remain outstanding through the performance period end date and the number of PSUs that become Eligible Units will be measured as if the NEO’s employment had not terminated. |

  127. Potential Payments upon Termination or Change in Control

    | | | Qualifying Termination with | | | | | | | Change in Control | | | | | | | | Value of | | | | | | Cash | Accelerated | | | | | Base | Bonus | Equity | Value of | | | Name | Salary ($) | ($) | Awards ($) (1) | Benefits ($) | Total ($) | | David Baszucki | 1,600,000(2) | — | 32,295,543(3) | $50,793 | 33,946,336 | | Michael Guthrie | 1,072,500 | — | 25,545,711(3) | $33,862 | 26,652,073 | | Manuel Bronstein | 1,072,500 | — | 29,800,446(3) | $33,862 | 30,906,808 | | Arvind Chakravarthy | 1,072,500 | — | 17,118,865(3) | $24,484 | 18,215,849 | | Mark Reinstra | 1,072,500 | — | 17,550,327(3) | $— | 18,622,827 |

  128. Potential Payments upon Termination or Change in Control

    | (1) The aggregate value shown for the acceleration of an option represents the difference between the closing price of our Class A common stock, as reported on the NYSE, of $57.86 on December 31, 2024 and the exercise price of the option, multiplied by the number of accelerating shares. The aggregate value shown for the acceleration of an RSU and PSU is based on the closing price of our Class A common stock, as reported on the New York Stock Exchange, of $57.86 on December 31, 2024, multiplied by the number of accelerating RSUs and PSUs. |

  129. Potential Payments upon Termination or Change in Control

    | (2) Based on Mr. Baszucki’s salary as in effect prior to March 2021 when his salary was reduced to $0. |

  130. Potential Payments upon Termination or Change in Control

    | (3) In the event of a change in control, the performance period applicable to the 2022 PSUs, 2023 PSUs and 2024 PSUs would be shortened to end on or before the change in control. The number of Eligible Units subject to the 2022 PSUs would be determined based on the change in control price and are not included because the performance thresholds were not achieved as of December 31, 2024. The number of Eligible Units subject to the 2023 PSUs and 2024 PSUs would be determined based on actual performance through the closing date of the change in control, or if greater, based on the target number of shares. The aggregate value shown for the acceleration of the 2023 PSUs and 2024 PSUs is based on the closing price of our Class A common stock, as reported on the New York Stock Exchange, of $57.86 on December 31, 2024, multiplied by the target number of shares subject to the award. |

  131. Potential Payments upon Termination or Change in Control

    | 71 | 2025 Proxy Statement |

  132. Potential Payments upon Termination or Change in Control

    | | Death | | | Value of | | | Accelerated | | | Equity | | Name | Awards ($) (1) | | David Baszucki | 32,295,543(2) | | Michael Guthrie | 27,629,191(2) | | Manuel Bronstein | 31,536,680(2) | | Arvind Chakravarthy | 17,118,865(2) | | Mark Reinstra | 18,992,748(2) |

  133. Potential Payments upon Termination or Change in Control

    | (1) The aggregate value shown for the acceleration of an option represents the difference between the closing price of our Class A common stock, as reported on the NYSE, of $57.86 on December 31, 2024 and the exercise price of the option, multiplied by the number of accelerating shares. The aggregate value shown for the acceleration of an RSU and PSU is based on the closing price of our Class A common stock, as reported on the NYSE, of $57.86 on December 31, 2024, multiplied by the number of accelerating RSUs and PSUs. |

  134. Potential Payments upon Termination or Change in Control

    | (2) The 2022 and 2024 PSUs are included assuming target performance as of December 31, 2024 and 2023 PSUs are included based on performance as of December 31, 2024. |

  135. Change in Control and Severance Agreements

    | ◼ | accelerated vesting and exercisability (as applicable) of outstanding equity awards for 12 months if the NEO has been continuously employed by us for 12 or more months, or accelerated vesting and exercisability (as applicable) of the outstanding equity awards for the number of months the NEO has been employed by us if the NEO has been employed by us for 3 months or more, but less than 12 months. Such acceleration would not have applied to the CEO Long-Term Performance Award or the PSUs. |

  136. Change in Control and Severance Agreements

    | ◼ | 100% accelerated vesting and exercisability (as applicable) of all outstanding equity awards and, in the case of an equity award with performance-based vesting unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria generally will be deemed achieved at 100% of target levels. Such acceleration will not apply to the PSUs. |

  137. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to provide information regarding the relationship between the annual total compensation of our CEO and the annual total compensation of our median employee (excluding our CEO) for our last completed fiscal year, which ended December 31, 2024: As set forth in the Summary Compensation Table for Fiscal Year 2024, our CEO’s annual total compensation for fiscal year 2024 was $2,984,326. Our median employee’s annual total compensation was $420,936, resulting in a CEO pay ratio of approximately 7:1. The intended value of the CEO’s 2024 equity grants was $25,000,000 which would have led to a total compensation amount of $27,984,326. However, the grant date fair value of Mr. Baszucki’s awards as stated in our Summary Compensation Table for Fiscal Year 2024 was $0 because the grants were deemed a modification of his original Founder Long-Term Performance Award for accounting purposes and under FASB ASC Topic 718, the modification did not result in any incremental fair value to be recognized over the modified term of the award. As such, we are providing a supplemental ratio that compares $27,984,326 to the median employee’s annual total compensation as we believe this supplemental ratio reflects a more representative comparison. If Mr. Baszucki’s total compensation were equivalent to his intended compensation of $27,984,326, the resulting supplemental CEO pay ratio is approximately 66:1. In calculating the CEO pay ratio, the SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported CEO pay ratio may not be comparable to CEO pay ratios reported by other companies due to differences in industries and geographical dispersion, as well as the different estimates, assumptions and methodologies applied by other companies in calculating their CEO pay ratios. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described herein. We identified our employee population as of December 31, 2024, which is a date within the last three months of our last completed fiscal year, including our consolidated subsidiaries. After we identified our employee population, we collected and calculated salary information for the employee population for the twelve months trailing December 31, 2024 as our “consistently applied compensation measure”. We annualized the salaries of the employees that were not employed by the Company for the full twelve months. Finally, we identified the median compensated employee and calculated her or his total compensation consistent with the compensation for our CEO in accordance with SEC rules and as reflected in the Summary Compensation Table for Fiscal Year 2024. We did not exclude any non-U.S. employees in calculating our pay ratio or any employees that became our employees as a result of a business combination or acquisition in 2024. Compensation paid in foreign currency was converted to U.S. dollars using average foreign exchange rates for the three months ending December 31, 2024. In determining the median total compensation of all employees, we did not make any cost-of-living adjustments to the compensation paid to any employee outside of the U.S.

  138. CEO Pay Ratio

    | | 74 |

  139. Pay Versus Performance

    Pay Versus Performance In accordance with the SEC’s Pay Versus Performance (“PVP”) disclosure requirements, below is the tabular disclosure for the CEO, and the average NEO for reporting years 2024, 2023, 2022 and 2021, the year the Company first became a reporting company pursuant to Section 13(a) or Section 15(d) of the Exchange Act.

  140. Pay Versus Performance

    Pay Versus Performance

  141. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 | | | | | | | | Average | | Investment Based on: | | | Company | | | Summary | | Summary | Average | Total | Peer Group | | Selected | | | Compensation | Compensation | Compensation | Compensation | Shareholder | Total | | Measure | | | Table Total | Actually Paid | Table Total for | Actually Paid to | Return | Shareholder | Net Income | Bookings | | Year (1) | for PEO | to PEO (2) | Non-PEO NEOs | Non-PEO NEOs (2) | (“TSR”) | Return (3) | ($Millions) (4) | ($Millions) (5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $2,984,326 | $(163,997,031) | $8,799,187 | $17,746,707 | $83 | $210 | $(941) | $4,369 | | 2023 | $2,136,740 | $123,047,077 | $9,615,484 | $12,090,218 | $66 | $153 | $(1,159) | $3,521 | | 2022 | $1,141,723 | $(574,303,416) | $10,820,908 | $(24,933,746) | $41 | $97 | $(934) | $2,872 | | 2021 | $232,786,391 | $744,614,451 | $17,782,544 | $62,958,728 | $148 | $135 | $(503) | $2,726 |

  142. Pay Versus Performance

    | (1) The PVP table reflects required disclosures for fiscal years 2024, 2023, 2022 and 2021, the year the Company first became a reporting company pursuant to Section 13(a) or Section 15(d) of the Exchange Act. The Principal Executive Officer (“PEO”) in all reporting years is David Baszucki. The non-PEO NEOs in the 2024 reporting year are Michael Guthrie, Manuel Bronstein, Arvind Chakravarthy and Mark Reinstra. The non-PEO NEOs in the 2023 reporting year are Michael Guthrie, Manuel Bronstein, Craig Donato, Barbara Messing, Mark Reinstra and Daniel Sturman. The non-PEO NEOs in the 2022 reporting year are Michael Guthrie, Daniel Sturman, Barbara Messing and Mark Reinstra. The non-PEO NEOs in the 2021 reporting year are Michael Guthrie, Daniel Sturman, Manuel Bronstein and Craig Donato. |

  143. Pay Versus Performance

    | (2) “Compensation Actually Paid” (“CAP”) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year. The Company has not paid dividends historically and does not sponsor any pension arrangements; thus no adjustments are made for these items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table: |

  144. Pay Versus Performance

    | | PEO(i)(ii)(iii) | | | | | Fiscal Year | 2021 | 2022 | 2023 | 2024 | | SCT Total Compensation | $232,786,391 | $1,141,723 | $2,136,740 | $2,984,326 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $— | $— | $— | $— | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(232,185,000) | $— | $— | $— | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $562,902,500 | $— | $— | $58,132,000 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $124,170,175 | $(505,206,983) | $115,919,544 | $— | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | $— | $1,558,522 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $56,940,386 | $(70,238,155) | $4,990,793 | $(6,879) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $— | $(226,665,000) | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | $— | $— | | Compensation Actually Paid | $744,614,451 | $(574,303,416) | $123,047,077 | $(163,997,031) |

  145. Pay Versus Performance

    | 75 | 2025 Proxy Statement |

  146. Pay Versus Performance

    | | Average Non-NEO PEO(i)(ii)(iii) | | | | | Fiscal Year | 2021 | 2022 | 2023 | 2024 | | SCT Total Compensation | $17,782,544 | $10,820,908 | $9,615,484 | $8,799,187 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $— | $— | $— | $— | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(17,250,250) | $(10,186,779) | $(8,817,183) | $(8,069,693) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $21,196,156 | $4,768,744 | $6,178,511 | $13,755,868 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $22,690,135 | $(18,691,504) | $2,310,013 | $2,607,518 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $3,744,929 | $1,994,756 | $1,414,874 | $1,280,382 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $14,795,214 | $(13,639,893) | $2,299,886 | $(626,572) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $(911,367) | $17 | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | $— | $— | | Compensation Actually Paid | $62,958,728 | $(24,933,746) | $12,090,218 | $17,746,707 |

  147. Pay Versus Performance

    | (i) For 2022, the fair value of the CEO Long-Term Performance Award and performance stock units used to calculate CAP was determined using a Monte Carlo simulation valuation model, in accordance with FASB ASC Topic 718. The fair value of performance stock units granted in 2023 and 2024 and restricted stock units used to calculate CAP was determined using the grant date fair value, in accordance with FASB ASC Topic 718. The grant date fair value of Mr. Baszucki’s awards as stated in our Summary Compensation Table for Fiscal Year 2024 is $0 despite the intended value of the grants being $25 million because the grants were deemed a modification of his Original Founder Long-Term Performance Award for accounting purposes and under FASB ASC Topic 718, as of March 1, 2024, we were not required to record any incremental fair value in connection with the modification. |

  148. Pay Versus Performance

    | (ii) The fair value of option awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB ASC Topic 718. |

  149. Pay Versus Performance

    | (iii) | Due to rounding, the total Compensation Actually Paid may not be the precise value obtained by adding and subtracting the numbers in the column. |

  150. Pay Versus Performance

    | (3) The peer group index is comprised of the S&P 500 Information Technology Index, which is the industry line peer group reported in our Annual Report on Form 10-K filed with the SEC on February 18, 2025. |

  151. Pay Versus Performance

    | (4) Represents the Company's consolidated net loss, which includes the loss attributable to its noncontrolling interest. |

  152. Pay Versus Performance

    | (5) The Company selected financial measure, as required by Item 402(v) of Regulation S-K, is Bookings, which, in our assessment, represents the most important financial measure linking 2024 NEO Compensation Actually Paid to Company performance. |

  153. Fiduciary Duties, Business Judgment and Interested Directors and Officers

    Fiduciary Duties, Business Judgment and Interested Directors and Officers Under Delaware law, members of the board of directors or any committee designated by the board of directors are entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information. Nevada law requires that directors and officers of Nevada corporations exercise their powers in good faith and with a view to the interests of the corporation but, unlike some other jurisdictions, including Delaware, the fiduciary duties of directors and officers of Nevada corporations are codified in the NRS. As a matter of statute, directors and officers, in making business decisions, are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation. In performing such duties, directors and officers may exercise their business judgment in reliance on information, opinions, reports, financial statements and other financial data prepared or presented by corporate directors, officers or employees who are reasonably believed to be reliable and competent. Reliance may also be extended to legal counsel, public accountants, advisers, bankers or other persons reasonably believed to be competent, and to the work of a committee (on which the particular director or officer does not serve) if the committee was established and empowered by the corporation’s board of directors, and if the committee’s work was within its designated authority and was about matters on which the committee was reasonably believed to merit confidence. However, directors and officers may not rely on such information, opinions, reports, books of account or similar statements if they have knowledge concerning the matter in question that would make such reliance unwarranted. NRS 78.140 provides a statutory framework for the approval of transactions between a corporation and a director or officer who has an interest in such transaction. Under the framework, such an interested transaction will not be void or voidable if: (a) the interest is disclosed to the board of directors or a committee thereof, and the disinterested directors or committee members approve such transaction in good faith; (b) the interest is disclosed to the stockholders of the corporation, and the stockholders holding a majority of the voting power approve or ratify the transaction in good faith; (c) the interest is not known to the interested director or officer at the time the transaction is brought before the board of directors for action; or (d) the transaction is fair to the corporation at the time it is authorized or approved.

  154. Fiduciary Duties, Business Judgment and Interested Directors and Officers

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  155. Fiduciary Duties, Business Judgment and Interested Directors and Officers

    The DGCL Amendments provide that in the case of a transaction by a corporation, where directors, officers or their affiliates, have a material interest in the transaction, the transaction can be cleansed through properly informed approval by disinterested stockholders or disinterested directors, whether at the board or committee level. In addition, the DGCL Amendments consider directors disinterested when they and their affiliates do not have a material interest in a transaction and where they do not have a material relationship to parties who do. The DGCL Amendments also define the concept of a controlling stockholder and set forth specified processes for cleansing transactions that involve certain conflicts of interests involving controlling stockholders, and they also amend Section 220 of the DGCL regarding stockholders’ rights to inspect books and records. For public companies, the DGCL Amendments provide that directors deemed independent under relevant stock exchange rules are presumed to be disinterested in a decision unless rebutted by a high evidentiary threshold.

  156. Flexibility for Decisions, Including Takeovers

    Flexibility for Decisions, Including Takeovers Nevada provides directors with more discretion than Delaware in making corporate decisions, including decisions made in takeover situations. Under Nevada law, director and officer actions taken in response to a change or potential change in control are generally granted the benefits of the protections of the business judgment rule. However, in the case of an action to resist a change or potential change in control that impedes the rights of stockholders to vote for or remove directors, directors will only be given the benefit of the protections of the business judgment rule if the directors have reasonable grounds to believe a threat to corporate policy and effectiveness exists and the action taken that impedes the exercise of the stockholders’ rights is reasonable in relation to such threat; however, the NRS clarifies that this heightened standard does not apply to (i) actions that only affect the time of the exercise of stockholders’ voting rights or (ii) the adoption or signing of stockholder rights plans commonly referred to as “poison pills.” In exercising their powers, including in response to a change or potential change of control, directors and officers of Nevada corporations may consider all relevant facts, circumstances, contingencies or constituencies, which may include, without limitation, the effect of the decision on corporate constituencies in addition to the stockholders, including the corporation’s employees, suppliers, creditors and customers, the economy of the state and nation, the interests of the community and society in general, and the long-term as well as short-term interests of the corporation and its stockholders, including the possibility that these interests may be best served by the continued independence of the corporation. To underscore the discretion of directors and officers of Nevada corporations, the NRS specifically states that directors and officers are not required to consider the effect of a proposed corporate action upon any constituent as a dominant factor. Further, directors may resist a change or potential change in control of the corporation if the board of directors determines that the change or potential change of control is opposed to or not in the best interest of the corporation upon consideration of any relevant facts, circumstances, contingencies or constituencies, including that there are reasonable grounds to believe that, within a reasonable time the corporation or any successor would be or become insolvent or subjected to bankruptcy proceedings. The DGCL does not provide a similar list of statutory factors that corporate directors and officers may consider in making decisions. Delaware law generally provides that the purpose of directors’ and officers’ fiduciary duties is to advance the best interests of the corporation and its stockholders, although in many circumstances, directors and officers can take into account a range of factors in advancing those interests. In a number of cases and in certain situations, however, Delaware law has been interpreted to provide that fiduciary duties require directors to accept an offer from the highest bidder regardless of the effect of such sale on the corporate constituencies other than the stockholders. Thus, the flexibility granted to directors of Nevada corporations when making business decisions, including in the context of a hostile takeover, are greater than those granted to directors of Delaware corporations.

  157. Controlling Stockholder Matters

    Controlling Stockholder Matters The DGCL Amendments codify a number of provisions that previously were developed in case law related to controlling stockholders, and make certain adjustments to those provisions, in order to provide more statutory certainty to these matters. The DGCL Amendments define “controlling stockholders” as stockholders that either (1) have majority voting power of the outstanding capital stock entitled to vote generally in the election of directors or elect a majority of the board, or (2) own, either as a single stockholder or through a control group, at least 33% of voting power and have control through the power to exercise managerial authority. The DGCL Amendments also provide that most controlling stockholder conflicts can be cleansed without the use of both an independent board committee and a minority stockholder vote, and instead permit controlling stockholder conflicts to be cleansed through either procedural mechanism so that the decision is deferred to either disinterested directors or disinterested stockholders; however, in certain going-private transactions in which the controlling stockholder acquires remaining shares, both protections must be used to get business judgment rule protection. Finally, the DGCL Amendments confirm that controlling stockholders cannot be liable for monetary damages for breach of the duty of care when simply using their voting power to change the status quo.

  158. Controlling Stockholder Matters

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  159. Controlling Stockholder Matters

    The NRS does not contain specific provisions that specify requirements related to transactions with controlling stockholders, but the Nevada Supreme Court has clarified that Nevada’s codified business judgment rule, and not an “entire fairness” standard, applies to judicial review of director and officer actions in the context of a transaction with a controlling stockholder. However, neither the NRS nor Nevada case law has precisely delineated the scope or extent of the fiduciary duties of controlling stockholders as such.

  160. Limitation on Personal Liability of Directors and Officers

    Limitation on Personal Liability of Directors and Officers The DGCL and the NRS each, by way of statutory provisions or permitted provisions in corporate charter documents, eliminate or limit the personal liability of directors and officers to the corporation or their stockholders for monetary damages for breach of a director’s or officer’s fiduciary duty, subject to the differences discussed below. The DGCL precludes liability limitation for directors and executive officers for breach of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct and for paying dividends or repurchasing stock out of other than lawfully available funds. Under the NRS, in order for a director or officer to be individually liable to the corporation or its stockholders or creditors for damages as a result of any act or failure to act, the presumption of the business judgment rule, as codified in NRS 78.138(3), must be rebutted and it must be proven that the director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and that the breach of those duties involved intentional misconduct, fraud or a knowing violation of law. Unlike the DGCL, however, the limitation on director and officer liability under the NRS does not treat as categorically excluded from its protections breaches of the duty of loyalty or transactions from which a director derives an improper personal benefit. Personal liability of directors for distributions made in violation of the NRS is limited by the same standard. Both the DGCL and the NRS permit limitation of liability for both directors and officers, though the NRS expressly also applies this limitation with respect to liabilities owed to creditors of the corporation. Furthermore, under the NRS, it is not necessary to adopt provisions in the articles of incorporation limiting personal liability of directors or officers as this limitation is provided by statute as a default. Under Delaware law, the exculpation of officers (namely, the chief executive officer, president, chief financial officer, chief operating officer, chief legal officer, controller, treasurer and chief accounting officer, as well as any other persons identified as “named executive officers” in a company’s most recent SEC filings) is authorized only in connection with direct claims brought by stockholders, including class actions. Delaware law does not eliminate monetary liability of officers for breach of fiduciary duty arising out of claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. As described above, the NRS provides broader protection from personal liability for directors and officers than the DGCL. Both the Delaware Charter and the Nevada Charter provide a limitation to director liability to the fullest extent permitted by Delaware and Nevada law, respectively. Both the Delaware Charter and the Nevada Charter do not provide for exculpation of officers (other than what is provided under the DGCL and NRS as described above).

  161. Director Compensation

    Director Compensation The DGCL does not have a specific statute on the fairness of director compensation. In contrast, NRS 78.140 provides that, unless otherwise provided in the articles of incorporation or bylaws, the board of directors, without regard to personal interest, may establish the compensation of directors for services in any capacity. If the board of directors so establishes the compensation of directors, such compensation is presumed to be fair to the corporation unless proven unfair by a preponderance of the evidence.