Christopher Carvalho
RobloxAbout Christopher Carvalho
Independent director with deep gaming and entertainment operating experience. Age 59; director since December 2015; serves on the Audit and Compliance Committee (member) and Nominating and Corporate Governance Committee (member). Education: MBA, UCLA Anderson; BS in Business Administration, UC Berkeley Haas. The Board affirms his independence under NYSE standards.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kabam, Inc. | Chief Operating Officer | Jan 2010 – Dec 2013 | Online computer games developer; executive operating leadership. |
| Gazillion Entertainment (SmartyCard division) | VP & General Manager | Jun 2008 – Oct 2010 | Online computer games; general management role. |
| Lucasfilm Ltd. | Head of Business Development (and other roles) | Jan 1999 – Jun 2008 | Entertainment industry BD leadership. |
External Roles
| Company | Role | Status | Tenure | Listing / Notes |
|---|---|---|---|---|
| Modern Times Group MTG AB | Director | Current | Not disclosed | Digital entertainment company listed on Nasdaq Stockholm. |
| G5 Entertainment AB | Director | Prior | 2016 – 2019 | Mobile games publisher listed on Nasdaq Stockholm main market and Nasdaq OTCQX. |
Board Governance
- Committee assignments: Audit and Compliance Committee (member); Nominating and Corporate Governance Committee (member). ACC held 5 meetings in 2024; NCGC held 3 meetings. Each director attended at least 90% of Board and committee meetings; Board met 7 times in 2024.
- Independence: Board determined Carvalho is independent under NYSE standards (one of five independent non‑employee directors).
- Lead Independent Director: Anthony P. Lee; executive sessions of non‑management directors held at least twice yearly.
- NCGC oversight: trust & safety program oversight; governance policies; conflicts of interest review (other than related‑party transactions reviewed by ACC).
- Reincorporation evaluation: NCGC led the rigorous analysis recommending reincorporation from Delaware to Nevada; Board submitted proposal for shareholder approval.
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Annual cash retainer | 90,000 |
| ACC member fee | 15,000 |
| NCGC member fee | 10,000 |
| Total cash (fees earned) | 115,000 |
Additional: All other compensation (security expenses) $3,833; total 2024 director compensation $361,955; 2024 stock award grant date fair value $243,122.
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant FMV per Share ($) | Vesting Schedule / Performance |
|---|---|---|---|---|
| Annual RSU award | 05/30/2024 | 3,667 | 33.15 | Vests one‑fourth on Aug 20, 2024; Nov 20, 2024; Feb 20, 2025; remaining one‑fourth vests on the day prior to the next annual meeting or May 30, 2025 (earlier), subject to continued service. No performance metrics (time‑based only). |
Change‑in‑control: non‑employee director equity fully vests upon a “change in control” under the 2020 Plan unless otherwise specified.
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Note |
|---|---|---|
| Modern Times Group MTG AB | External public company board | No RBLX‑disclosed related‑party transactions involving Carvalho; company prohibits competing board service. |
| G5 Entertainment AB | External public company board (prior) | No RBLX‑disclosed related‑party transactions involving Carvalho. |
- No director overboarding (company governance highlight).
Expertise & Qualifications
- Executive-level gaming/entertainment operating experience (Kabam COO; Lucasfilm BD) relevant to Roblox’s industry.
- Financial literacy for ACC membership; ACC requires all members meet NYSE financial literacy/sophistication standards.
- Technology/media understanding through prior roles; MBA (UCLA Anderson) and BS (UC Berkeley Haas).
Equity Ownership
| Category | Shares |
|---|---|
| Class A shares held directly | 980,579 |
| Class A shares held by Christopher P. Carvalho Revocable Trust | 160,968 |
| Options exercisable within 60 days (Class A underlying) | 116,866 (exercise price $0.06; expires 12/15/2025; fully vested) |
| Total beneficial ownership (Class A) | 1,258,413; less than 1% of Class A |
- Outstanding RSUs: 3,667 granted 05/30/2024; vest per schedule above.
- Hedging/pledging: prohibited for directors and employees under Insider Trading Policy.
- Director stock ownership guidelines: minimum holding value of 5x annual cash retainer; compliance required by later of May 11, 2027 or five‑year anniversary. Company states all non‑employee directors either meet or have time to comply.
Governance Assessment
- Board effectiveness: Active roles on ACC and NCGC; strong attendance (≥90%); independent committees and robust charters; ACC oversight includes cybersecurity, internal controls, and related‑party transactions.
- Alignment: Cash/equity mix favors equity (approx. $243k RSU grant vs $115k cash), promoting long‑term alignment; no performance‑based director equity, time‑based vesting standard in sector.
- Conflicts/related parties: ACC disclosed related‑party items for other directors/executives; none for Carvalho. ACC reviews/approves any related‑party transactions per policy.
- Risk indicators: No hedging/pledging; no tax gross‑ups; Section 16(a) late filings disclosed for certain individuals (not naming Carvalho), otherwise compliance represented.
- Signal to investors: NCGC (of which Carvalho is a member) recommended reincorporation to Nevada; governance regime change may impact shareholder rights; Board highlights rationale and maintains committee continuity post‑conversion.
RED FLAGS: None disclosed specific to Carvalho (no related‑party transactions, no pledging/hedging; attendance strong). Monitor implications of Nevada reincorporation process led by NCGC for future governance rights and protections.