Jason Kilar
RobloxAbout Jason Kilar
Independent director since September 2023; age 53. Former CEO of WarnerMedia, Hulu co-founder/CEO, and Vessel co-founder/CEO; earlier senior roles at Amazon. Education: BA (Journalism & Business), University of North Carolina; MBA, Harvard Business School. Current RBLX board tenure includes Audit & Compliance Committee member and Chair of the Leadership Development & Compensation Committee (LDCC) since March 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WarnerMedia, LLC | Chief Executive Officer | May 2020 – Apr 2022 | Led media operations and streaming strategy |
| Vessel Group, Inc. | Co-founder & Chief Executive Officer | 2013 – 2017 | Built video platform; sale to Cigna (via Brighter) ecosystem link |
| Hulu, LLC | Founding Chief Executive Officer | 2007 – 2013 | Scaled streaming service; industry-shaping execution |
| Amazon.com, Inc. | SVP Worldwide App Software; VP/GM North American Media | 1997 – 2006 | Large-scale tech/consumer leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wealthfront Inc. | Director | Sep 2017 – present | Private company board |
| Opendoor Technologies Inc. | Director | Mar 2019 – Jun 2024 | Public company; stepped down 2024 |
| Univision Communications Inc. | Director | Sep 2016 – Apr 2020 | Private company board |
| Brighter Inc. | Director | 2013 – 2017 | Acquired by Cigna in 2017 |
Board Governance
- Independence: RBLX board determined Kilar is independent under NYSE standards; RBLX maintains 100% independent ACC/LDCC/NCGC committees; board ~71.4% independent .
- Committee roles: Audit & Compliance (member); LDCC Chair (Mar 2025–present; Andrea Wong was Chair through Mar 2025) .
- Attendance: Board held 7 meetings in FY2024; each director attended ≥90% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- LDCC remit (chair oversight): executive pay policies, clawback administration, shareholder engagement on compensation, succession planning, and non-employee director pay recommendations; no compensation committee interlocks; independent advisor FW Cook engaged .
Fixed Compensation
| Component (Director Pay Structure) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $90,000 | Paid to all non-employee directors |
| Committee chair fees | ACC: $25,000; LDCC: $20,000; NCGC: $15,000 | Annual, paid in arrears |
| Committee member fees | ACC: $15,000; LDCC: $10,000; NCGC: $10,000 | Annual, paid in arrears |
| Lead Independent Director fee | $40,000 | Applies to Lead Independent Director (not Kilar) |
| FY2024 Director Compensation (Jason Kilar) | USD | Notes |
|---|---|---|
| Fees Earned in Cash | $115,000 | Retainer + ACC member ($15k) + LDCC member ($10k) |
| Stock Awards (RSUs) | $243,122 | Grant date fair value per FASB ASC 718 |
| All Other Compensation | $0 | No security or other allowances disclosed for Kilar |
| Total | $358,122 | Sum of above |
Performance Compensation
- RBLX non-employee directors receive time-based RSUs; no director performance metrics (RSUs vest quarterly; change-in-control accelerates vesting) .
- As LDCC Chair, Kilar oversees executive PSU metrics tied 80% to cumulative Bookings and 20% to cumulative covenant adjusted EBITDA; 2023 PSU cycle (performance period 2023–2024) certified at 174.72% of target based on Bookings $7,890M vs $7,518M target and covenant adjusted EBITDA $1,239M vs $596M target .
| Executive PSU Metrics (Oversight by LDCC) | Target | Actual | Result |
|---|---|---|---|
| Cumulative Bookings (2023–2024) | $7,518M | $7,890M | Above target; contributes 80% of PSU formula |
| Cumulative Covenant Adjusted EBITDA (2023–2024) | $596M | $1,239M | Above target; contributes 20% of PSU formula |
| PSU Payout % | 100% | 174.72% | Certified Feb 10, 2025 |
Other Directorships & Interlocks
- No compensation committee interlocks; RBLX discloses none for LDCC members (including Kilar) .
- Related-party transactions: none involving Kilar; ACC reviews/approves related-party matters; disclosed transactions involve ServiceNow (Mastantuono) and family employment (Baszucki, Reinstra), not Kilar .
Expertise & Qualifications
- Deep operating experience as CEO across media/technology; seasoned board member with consumer tech and high-growth expertise .
- Audit literacy through ACC service; LDCC leadership on pay governance, clawbacks, and succession .
- Education: UNC (BA), Harvard Business School (MBA) .
Equity Ownership
| Ownership (as of Feb 28, 2025) | Amount | Notes |
|---|---|---|
| Class A shares (beneficially owned) | 9,655 | 5,440 direct; 642 via Jason Kilar Trust; 3,573 deferred RSUs |
| Ownership % (Class A) | <1% | As reported in beneficial ownership table |
| Unvested RSUs outstanding | 4,051; 4,264 (granted 9/13/2023); 3,668 (granted 5/30/2024) | Vests in thirds annually (Nov 20, 2024/2025/2026) and quarterly through May 2025 per grant terms |
| Deferred RSUs (vested, settlement deferred) | 2,385 | Lump-sum upon separation |
| Ownership guidelines | 5× annual cash retainer; compliance by later of May 11, 2027 or 5-year anniversary | Directors meet/exceed or have time to comply |
| Hedging/pledging | Prohibited for directors | Insider Trading Policy |
Insider Transactions (Director Awards and Deferrals)
| Date | Instrument | Shares | Price | Vesting/Notes |
|---|---|---|---|---|
| 9/13/2023 | RSU | 4,051 | $27.74 | 1/3 vests each Nov 20, 2024/2025/2026 |
| 9/13/2023 | RSU | 4,264 | $27.74 | 1/3 vests each Nov 20, 2024/2025/2026 |
| 5/30/2024 | RSU | 3,668 | $33.15 | 1/4 vested Aug 20, 2024; 1/4 Nov 20, 2024; 1/4 Feb 20, 2025; 1/4 vests May 30, 2025 (or day prior to 2025 annual meeting), subject to service |
| 2024 | Deferred RSUs (settlement) | 2,385 | N/A | Deferred to lump sum post-separation |
Governance Assessment
- Board effectiveness: Kilar strengthens operational and media/consumer tech expertise; independent status and dual committee service (ACC and LDCC Chair) bolster financial oversight and pay governance. Attendance and committee independence signal engagement and process integrity .
- Pay-for-performance alignment: As LDCC Chair, he oversees robust executive equity weighting and PSU metrics (Bookings and covenant adjusted EBITDA) with clawback compliance; 2024 Say-on-Pay support at 98% indicates investor confidence in compensation oversight .
- Conflicts/related-party exposure: No RBLX-related transactions tied to Kilar disclosed; Insider policy prohibits hedging/pledging; director stock ownership guidelines target meaningful alignment .
- Signals: Deferral of a portion of director RSUs suggests long-term alignment; comprehensive committee charters and independent advisor use reduce risk of pay inflation or consultant conflicts .
RED FLAGS: None specific to Kilar disclosed. Board-level Nevada reincorporation may adjust shareholder rights (inspection thresholds, removal standards) but is overseen by NCGC; Kilar’s committees (ACC/LDCC) focus on audit/compliance and compensation rather than nomination/governance recommendation functions .