Anthony P. Lee

About Anthony P. Lee

Anthony P. Lee is Roblox’s Lead Independent Director and Chair of the Nominating & Corporate Governance Committee. He has served on the Board since 2008 (Lead Independent Director since November 2020), is Vice President at Altos Ventures Management, Inc., and holds an AB in Politics from Princeton and an MBA from Stanford GSB. Age 54 as of the 2025 proxy; background emphasizes two decades in venture investing and multiple private and non‑profit directorships . In the 2024 proxy he was age 53 and shown as Lead Independent Director and NCGC Chair .

Past Roles

External Roles

Board Governance

• Independence and leadership

  • Lead Independent Director; chair of the Nominating & Corporate Governance Committee (NCGC) .
  • The Board committees meet NYSE and SEC independence standards; charters available on IR site .
  • Lead Independent Director responsibilities include leading independent director sessions and feedback loops to the Chair/CEO .

• Committee assignments

  • Current: NCGC (Chair) and Lead Independent Director .
  • Historical: Previously served on the Leadership Development & Compensation Committee (LDCC) per 2023 proxy .

• Attendance and engagement

  • Executive sessions of independent directors are held at least twice per year .
  • Board meeting cadence and attendance:

    Metric	FY 2021	FY 2022	FY 2023	FY 2024
    Board meetings held (count)	6	5	4	7
    Attendance disclosure	100% of each director	100% of each director	≥90% of each director	≥90% of each director; all directors attended 2024 AGM

• Committee activity (context)

  • NCGC meetings: 4 (2021) , 3 (2022) , 3 (2023) .
  • LDCC meetings: 7 (2021) , 6 (2022) , 4 (2023) .

Fixed Compensation

• Director compensation policy (non-employee)

  • Annual cash retainer: $90,000 .
  • Additional annual cash fees: Lead Independent Director $40,000; Committee chairs—Audit $25,000; LDCC $20,000; NCGC $15,000; Committee membership—Audit $15,000; LDCC $10,000; NCGC $10,000 .
  • Fees are paid prorated in arrears .

• Anthony P. Lee actual (FY 2024 Director Compensation Table)

  Component	Amount (USD)
  Fees Earned or Paid in Cash	$0 (waived)
  Stock Awards	$0 (waived)
  All Other Compensation	$11,499 (security expenses)
  Total	$11,499

Mr. Lee has waived all fees and grants associated with his service as an outside director (applies across years, including FY 2021–2024) .

Performance Compensation

• Equity compensation policy (non‑employee directors)

  • Annual Award: RSUs with approximate value $270,000, vesting quarterly (Feb 20, May 20, Aug 20) with remainder vesting on the earlier of the day prior to next annual meeting or 1‑year anniversary; subject to continued service .
  • Initial Award: Value equal to ~$180,000 plus a prorated amount tied to $270,000 to the next annual meeting; vests one‑third annually after the first quarterly vest date ≥ 1‑year from grant .
  • Change‑in‑control: Outstanding director equity fully vests unless otherwise provided .

• Anthony P. Lee outstanding awards

  As of	Options/RSUs Outstanding
  Dec 31, 2024	None (no options/RSUs)
  Dec 31, 2022	None (no options/RSUs)

Because he waives director equity, the RSU program structure does not apply to his actual compensation .

Other Directorships & Interlocks

• Public company directorships: Not disclosed for Mr. Lee in the Roblox proxies; biography notes service on “several private companies and non‑profit organizations,” with no public boards listed .
• Sponsor/Investor interlock: Affiliation with Altos Ventures funds, a significant shareholder in Roblox, with Schedule 13G/A holdings attributed to Altos funds over time. Mr. Lee, as a managing member of the Altos general partners/managers, shares voting/dispositive power and disclaims beneficial ownership of Altos fund shares .

Expertise & Qualifications

• Venture capital leadership and technology investing; long history with Roblox (director since 2008) .
• Governance: Chair of NCGC overseeing board composition, evaluations, governance policies, and trust & safety programs .
• Education: AB in Politics (Princeton), MBA (Stanford GSB) .

Equity Ownership

• Reported beneficial ownership (as shown in proxies; see footnotes re Altos fund attribution and disclaimers):

  Metric	FY 2022	FY 2023	FY 2024	FY 2025
  Class A Shares Beneficially Owned	82,815,126	84,066,612	62,555,103	13,103,525
  Class A %	15.3%	15.1%	10.6%	2.1%
  Notes	Includes Altos funds; Mr. Lee affiliated with Altos	Includes Altos funds	Includes Altos funds; disclaimer of beneficial ownership for Altos funds	Includes Altos funds and personal/trust holdings; disclaimer of beneficial ownership for Altos funds

• Stock ownership guidelines: Non‑employee directors must hold ≥5x the annual cash retainer; existing directors expected to achieve by May 11, 2027; as of 2023 proxy, all non‑employee directors were in compliance .

Governance Assessment

• Strengths

  • Independent leadership: Lead Independent Director since 2020 with clearly defined responsibilities; chairs NCGC with oversight of governance and trust & safety—critical areas for Roblox .
  • Attendance and engagement: Disclosures indicate strong attendance (100% for 2021 and 2022; at least 90% in 2023 and 2024); all directors attended the 2024 AGM .
  • Pay alignment signal: Mr. Lee waives all director cash fees and equity grants, minimizing direct pay conflicts and aligning optics with shareholder interests; only nominal security-related expense is recorded .

• Potential conflicts and mitigants

  • Sponsor affiliation: Altos Ventures has been a significant shareholder; Mr. Lee is a managing member of Altos’ GP/manager entities. Roblox discloses Altos holdings via Schedule 13G/As, notes his shared voting/dispositive power, and includes disclaimers of beneficial ownership for fund-held shares .
  • Related‑party history: Pre‑IPO Series H financing included Altos-affiliated entities purchasing $90 million; the Audit & Compliance Committee (ACC) oversees related‑party policies; a separate vendor relationship involving another director (ServiceNow) was reviewed with no director material interest determined for 2021 .
  • Committee independence: Proxies state committee members meet NYSE/SEC independence standards .

• Risk indicators

  • No pledging/hedging disclosures specific to Mr. Lee were found in the cited sections; stock ownership guidelines in place and reported as complied with (2023 proxy) .
  • No director-specific legal proceedings or SEC investigations cited in the extracted proxy sections.

Overall, governance signals for Mr. Lee are constructive: he provides independent board leadership and robust governance oversight while declining director compensation. The primary monitoring item is ongoing management of potential conflicts given Altos’ historical and, in some years, significant reported holdings; Roblox’s policies (ACC review, NCGC oversight) and detailed ownership disclosures help mitigate perception risk .