DEF 14A of Roku, Inc, Apr 26, 2024

DEF 14A of Roku, Inc

Filed Apr 26, 2024 · FY20230001140361-24-022496

Open on EDGAR

  1. Director Biographies

    Director Biographies Below is biographical information, as of the date of this proxy statement, about each of our director nominees and our continuing directors, including the specific qualifications, experience, attributes, or skills that caused the Nominating and Corporate Governance Committee and our Board to determine that he or she should serve as one of our directors.

  2. Director Biographies

    | 8 | Roku, Inc. 2024 Proxy Statement |

  3. Nominees for Election at the 2024 Annual Meeting until the Annual Meeting of Stockholders in 2027

    Nominees for Election at the 2024 Annual Meeting until the Annual Meeting of Stockholders in 2027

  4. Nominees for Election at the 2024 Annual Meeting until the Annual Meeting of Stockholders in 2027

    | Ravi Ahuja | | | Independent Director Director since: February 2013 Age: 53 Committees: Nominating and Corporate Governance (Chair) | Since April 2024, Mr. Ahuja has served as the President and Chief Operating Officer of Sony Pictures Entertainment Inc., a media company. Additionally, he has served as the Chairman of Global Television Studios of Sony Pictures Entertainment since March 2021. From March 2019 to November 2020, Mr. Ahuja was President, Business Operations, and Chief Financial Officer (CFO) of Walt Disney Television, a media company. From June 2016 to March 2019, Mr. Ahuja served as CFO of Fox Networks Group, an operating unit of Twenty-First Century Fox, a media company. Mr. Ahuja held several other senior positions at Fox Networks Group from 2007 to 2016. From 1999 to 2007, Mr. Ahuja served in various executive capacities at Virgin Entertainment Group, Inc., a media company, including ultimately as its CFO. Mr. Ahuja was an associate at McKinsey & Co., a management consulting firm, from 1997 to 1999. He holds a B.S. in finance and an M.B.A. from the Wharton School at the University of Pennsylvania. Mr. Ahuja was selected to serve on our Board because of his management experience, his strong background in finance and global strategic planning, and his extensive work experience in the media and entertainment industry. |

  5. Nominees for Election at the 2024 Annual Meeting until the Annual Meeting of Stockholders in 2027

    | Mai Fyfield | | | Independent Director Director since: May 2018 Age: 54 Committees: Audit | Ms. Fyfield was Chief Strategy and Commercial Officer at Sky plc, a media and telecommunications company, until October 2018, responsible for leading strategy and Sky’s commercial partnerships across the Sky Group. She previously served in various other capacities at Sky since 1999, and was a key player in the growth and diversification of the business. Ms. Fyfield has served as a director of BBC Commercial Ltd since August 2019 and as a director of the Football Association Premier League since October 2021. She previously served as a director of ASOS plc and Nationwide Building Society. Ms. Fyfield also served as a board observer at Roku from 2014 until our IPO in 2017. She holds a B.A. in economics from Cambridge University and an M.A. in economics from Tufts University. Ms. Fyfield was selected to serve on our Board because of her significant strategic experience in working with media and technology companies and her deep understanding of the growth and development of Roku’s business. |

  6. Nominees for Election at the 2024 Annual Meeting until the Annual Meeting of Stockholders in 2027

    | Roku, Inc. 2024 Proxy Statement | 9 |

  7. Nominees for Election at the 2024 Annual Meeting until the Annual Meeting of Stockholders in 2027

    | Laurie Simon Hodrick | | | Independent Director Director since: December 2020 Age: 61 Committees: Audit (Chair; Financial Expert) | Dr. Hodrick is the A. Barton Hepburn Professor Emerita of Economics in the Faculty of Business at Columbia Business School, where she has served on the faculty since 1996. Since September 2015, Dr. Hodrick has served as a Visiting Fellow at the Hoover Institution at Stanford University. She was previously a Visiting Professor of Law and Rock Center for Corporate Governance Fellow at Stanford Law School. Dr. Hodrick was also a managing director at Deutsche Bank from 2006 to 2008. Since September 2017, Dr. Hodrick has served as a director of PGIM Funds, the retail investments business of PGIM, the global investment management business of Prudential Financial, Inc. Since January 2022, she has served as a director of Andela, a private global technology talent network. She previously served as a director of SYNNEX Corporation, Kabbage, Corporate Capital Trust, and Merrill Lynch Investment Managers funds. Dr. Hodrick received a B.A. in economics from Duke University and a Ph.D. in economics from Stanford University. Dr. Hodrick was selected to serve on our Board because of her deep financial and corporate governance expertise, her extensive academic experience, and her prior service on public and private company boards. |

  8. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2026

    Directors Continuing in Office Until the Annual Meeting of Stockholders in 2026

  9. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2026

    | Jeffrey Hastings | | | Director since: August 2011 Age: 59 | Mr. Hastings has served as the Chief Technology Officer (CTO) of BrightSign LLC, a manufacturer of digital signage media players, since January 2024, and previously served as Chief Executive Officer (CEO) from August 2009 to December 2023. From August 2007 to March 2009, Mr. Hastings was President and General Manager, Digital Media of Corel Corporation, a software company. From August 2005 to August 2007, Mr. Hastings served as General Manager at Pinnacle Systems, Inc., a hardware and software company. From April 2004 to August 2005, Mr. Hastings served as Chief Operating Officer at M-Audio, a hardware and software company. From April 2003 to April 2004, Mr. Hastings served as President at Rio, Inc., a portable audio device company. From August 2001 to April 2003, Mr. Hastings held several roles at SonicBlue Incorporated, a consumer electronics company, with his last position being Vice President, Engineering, Operations and Customer Care. From February 2000 to August 2001, Mr. Hastings served as Executive Vice President of Products at ReplayTV, Inc. He holds a B.S. in computer science from Purdue University. Mr. Hastings was selected to serve on our Board because of his extensive experience in working with digital media companies. |

  10. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2026

    | 10 | Roku, Inc. 2024 Proxy Statement |

  11. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2026

    | Neil Hunt | | | Independent Director Director since: August 2017 Age: 62 Committees: Compensation | Since April 2021, Dr. Hunt has served as Chief Product Officer of Vibrant Planet, an ecotechnology startup incorporated in Delaware as a public benefit corporation. Dr. Hunt served as the Chief Strategy Officer of Curai, Inc., a healthcare technology startup, from January 2019 to October 2019, and as CEO from January 2018 to December 2018. From 1999 to July 2017, he served as Chief Product Officer at Netflix, Inc., a media technology company. Prior to Netflix, Dr. Hunt served in various engineering and product roles at the software test tool company Pure Software and its successors, Pure Atria Corporation and Rational Software. Since June 2023, Dr. Hunt has served as a director of Sony Group Corporation. He previously served as a director of Logitech International S.A. Dr. Hunt holds a doctorate in computer science from the University of Aberdeen and a B.Sc. degree and an honorary D.Sc. degree from the University of Durham. Dr. Hunt was selected to serve on our Board because of his extensive experience in the streaming media technology industry, as well as his service on public company boards. |

  12. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2026

    | Anthony Wood | | | CEO, President, and Chairman Director since: February 2008 Age: 58 | Mr. Wood is our founder and has served as our CEO since October 2002, as our Chairman since February 2008, and as our President since July 2011. Prior to Roku, Mr. Wood founded ReplayTV, where he served as CEO before the company’s acquisition in 2001, and co-founded iband.com, an internet software company later acquired by Macromedia. He also co-founded BrightSign LLC, a manufacturer of digital signage media players. Mr. Wood holds a B.S. in electrical engineering from Texas A&M University. Mr. Wood was selected to serve on our Board because of the perspective and experience he brings as our founder and CEO and his extensive experience in the software, hardware, and online entertainment industries. |

  13. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2025

    Directors Continuing in Office Until the Annual Meeting of Stockholders in 2025

  14. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2025

    | Jeffrey Blackburn | | | Independent Director Director since: June 2023 Age: 54 Committees: Compensation | Mr. Blackburn held various positions at Amazon.com, Inc. for over two decades and served on its senior leadership team for over a decade, including serving as Senior Vice President of Global Media and Entertainment from May 2021 to February 2023, and Senior Vice President of World Wide Business Development, Advertising and Entertainment from November 2012 to February 2020. From March 2021 to May 2021, Mr. Blackburn served as a general partner and a member of the management committee of Bessemer Venture Partners, a venture capital and private equity firm. From 1995 to 1998, Mr. Blackburn worked as an investment banker at Morgan Stanley and Deutsche Bank. Mr. Blackburn holds an M.B.A. from Stanford Business School and an A.B. in economics from Dartmouth College. Mr. Blackburn was nominated to serve on our Board because of his extensive experience in the digital media and technology industries. |

  15. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2025

    | Roku, Inc. 2024 Proxy Statement | 11 |

  16. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2025

    | Gina Luna | | | Independent Director Director since: December 2020 Age: 51 Committees: Audit (Financial Expert) | Ms. Luna is a partner in GP Capital Partners, LP, a private debt/equity fund formed in late 2020. Ms. Luna served as the CEO of Luna Strategies, LLC, an independent consulting firm, from November 2016 to July 2020. Previously, Ms. Luna served at JPMorgan Chase and Co. for 21 years, holding several senior management level positions, including Managing Director, Chase Commercial Banking; Chief Marketing Officer, Chase Commercial Banking; and Chief Operating Officer, Commercial and Investment Banking, South Region. Since July 2018, Ms. Luna has served as a director of TETRA Technologies, Inc. Ms. Luna received a B.B.A. in finance and management from Texas A&M University. Ms. Luna was selected to serve on our Board because of her extensive banking, marketing, and executive management experience, as well as her prior service on public and private company boards. |

  17. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2025

    | Ray Rothrock | | | Independent Director Director since: August 2014 Age: 69 Committees: Compensation (Chair); Nominating and Corporate Governance | Since December 2023, Mr. Rothrock has served as Chairman of RedSeal, Inc., a cybersecurity company. From June 2020 to November 2023, Mr. Rothrock served as Executive Chairman of RedSeal, and from February 2014 to June 2020, Mr. Rothrock served as Chairman and CEO of RedSeal. From 1988 to June 2013, Mr. Rothrock was a partner at Venrock, a venture capital firm. Since 1995, Mr. Rothrock has served as a director of Check Point Software Technologies Ltd. Mr. Rothrock holds a B.S. in nuclear engineering from Texas A&M University, an M.S. in nuclear engineering from the Massachusetts Institute of Technology, and an M.B.A. from Harvard Business School. Mr. Rothrock was selected to serve on our Board because of his extensive experience with technology companies, as well as his prior service on public and private company boards. |

  18. Compensation Committee

    | • | reviewing and recommending to our Board the compensation of our non-employee directors; |

  19. Director Compensation

    Director Compensation We compensate non-employee directors for their service on our Board with a combination of cash and equity awards, the amounts of which are commensurate with their roles and involvement, and consistent with peer company practices. In setting director compensation, we consider the amount of time our directors expend in fulfilling their duties as well as the skill level required of members of our Board. Mr. Wood, our CEO, does not receive additional compensation for his service as a director. The Compensation Committee, which is comprised solely of independent directors, has the primary responsibility for reviewing and considering changes to our non-employee director compensation program and recommends changes, if any, to the full Board for its consideration and approval. The Compensation Committee periodically reviews and assesses the level, type, and form of compensation paid to our non-employee directors with the assistance of Compensia, Inc. (Compensia), its compensation adviser. After consultation with Compensia pursuant to this review process in 2022 and 2023, including review of non-employee director compensation trends and data from companies comprising our executive officer compensation peer group, the Compensation Committee made no changes to our non-employee director compensation program for the fiscal year ended December 31, 2023 or the fiscal year ending December 31, 2024. Our fiscal year 2023 non-employee director compensation program is described in detail below.

  20. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table provides information on all compensation awarded to, earned by, or paid to each of our non-employee directors in the year ended December 31, 2023. As an NEO, Mr. Wood did not receive any additional compensation in connection with his service on our Board. Mr. Wood’s compensation is shown below in “Executive Compensation—Summary Compensation Table.”

  21. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards(1) ($) | RSU Awards(1) ($) | Total ($) | | Ravi Ahuja | 63,000 | 152,153 | 149,532 | 364,685 | | Jeffrey Blackburn | 29,343 | 152,153 | 149,532 | 331,028 | | Mai Fyfield | 55,000 | 152,153 | 149,532 | 356,685 | | Jeffrey Hastings | 45,000 | 152,153 | 149,532 | 346,685 | | Laurie Simon Hodrick | 70,000 | 152,153 | 149,532 | 371,685 | | Neil Hunt | 53,000 | 152,153 | 149,532 | 354,685 | | Gina Luna | 55,000 | 152,153 | 149,532 | 356,685 | | Ray Rothrock | 70,000 | 152,153 | 149,532 | 371,685 |

  22. Non-Employee Director Compensation Table

    | (1) Amounts shown in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, these amounts reflect the aggregate grant date fair value of each RSU or stock option, as applicable, granted in 2023, computed in accordance with the provisions of Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (FASB ASC Topic 718). Assumptions used in the calculation of these amounts are included in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 16, 2024. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. In the case of stock options, our non-employee directors will only realize compensation to the extent the trading price of our Class A common stock is greater than the exercise price of such stock options. |

  23. Non-Employee Director Compensation Table

    | 20 | Roku, Inc. 2024 Proxy Statement |

  24. Non-Employee Director Compensation Table

    The following table provides additional information concerning the total outstanding RSUs and stock option awards held by our non-employee directors as of December 31, 2023.

  25. Non-Employee Director Compensation Table

    | Name | Total Unvested RSUs Outstanding (#) | Total Option Awards Outstanding (#) | | Ravi Ahuja | 2,164 | 19,600 | | Jeffrey Blackburn | 2,164 | 3,895 | | Mai Fyfield | 2,164 | 10,807 | | Jeffrey Hastings | 2,164 | 19,600 | | Laurie Simon Hodrick | 2,164 | 9,052 | | Neil Hunt | 2,164 | 97,077 | | Gina Luna | 2,164 | 9,052 | | Ray Rothrock | 2,164 | 9,751 |

  26. Non-Employee Director Compensation Table

    We also reimburse our directors for their reasonable out-of-pocket expenses in connection with attending meetings of our Board and its committees.

  27. Non-Employee Director Compensation Table

    | Roku, Inc. 2024 Proxy Statement | 21 |

  28. Election of Class I Directors

    Election of Class I Directors Our Board is divided into three classes with the members of each class serving as a director for a three-year term, and with the terms of office of the respective classes expiring in successive years. Our Board presently has nine members, and our directors currently are divided into three classes as follows:

  29. Election of Class I Directors

    | • | Class I directors: Ravi Ahuja, Mai Fyfield, and Laurie Simon Hodrick |

  30. Election of Class I Directors

    | • | Class II directors: Jeffrey Blackburn, Gina Luna, and Ray Rothrock |

  31. Election of Class I Directors

    | • | Class III directors: Jeffrey Hastings, Neil Hunt, and Anthony Wood |

  32. Election of Class I Directors

    The terms of the Class I directors will expire at the Annual Meeting. The terms of the Class II and Class III directors expire at the annual meetings of stockholders to be held in 2025 and 2026, respectively. Our Board proposes the election of Mr. Ahuja, Ms. Fyfield, and Dr. Hodrick at the Annual Meeting to serve as Class I directors for a three-year term expiring at the annual meeting of stockholders to be held in 2027 and until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation, or removal. Mr. Ahuja, Ms. Fyfield, and Dr. Hodrick have agreed to stand for election as Class I directors. Should any director nominee become unavailable for election as a result of an unexpected occurrence, your proxy authorizes the persons named as proxies to vote for a substitute nominee if our Board so chooses, or our Board may reduce its size. Our Nominating and Corporate Governance Committee seeks to assemble a board that, as a group, can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment, leveraging our directors’ diversity of backgrounds and experience in various areas. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of our Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities deemed critical to effective functioning of our Board. OUR BOARD RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

  33. Election of Class I Directors

    | 22 | Roku, Inc. 2024 Proxy Statement |

  34. Why You Should Vote “For” Proposal 2 to Approve the Restated 2017 Plan

    | • | Limit on non-employee director awards. The maximum number of shares of Class A common stock subject to stock awards granted under the Restated 2017 Plan or otherwise during any one year to any non-employee director, taken together with any cash fees paid by us to such non-employee director during such year for service on the Board, will not exceed $1,000,000 in total value (calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes). |

  35. Roku Leadership Changes

    Roku Leadership Changes In 2023, Roku adjusted its organizational structure to help bring more focus to the company’s innovation and growth. Mr. Jedda was appointed CFO effective May 1, 2023. See “Determining Total Compensation—Equity Awards—New Hire Equity Award” below for details regarding Mr. Jedda’s initial equity award. Mr. Louden ceased serving as our CFO on May 1, 2023 and served as an executive advisor until August 2023. Mr. Ozgen, who previously served as President, Devices, was appointed President, Devices, Products, and Technology, in December 2023, and Mr. Katz, who previously served as President, Consumer Experience, was appointed Senior Vice President, Platform Products and User Experience in February 2024. Each of these leaders brings extensive industry knowledge and leadership experience to Roku. Mr. Jedda oversees Roku’s Finance organization. Mr. Ozgen oversees programs related to Roku’s devices, including Roku TV, players, soundbars, and smart home products, among others. Mr. Katz leads Roku’s Platform Products and User Experience team with a focus on building a seamless and enjoyable experience for our end users and aligning and optimizing the product areas that help drive our media, subscriptions, and consumer experience initiatives. Mr. Collier continues to oversee the growth and evolution of Roku Media globally, which includes ad sales and Roku’s ad platform business, as well as content for Roku’s owned and operated channels, including The Roku Channel.

  36. Compensation Philosophy

    Compensation Philosophy Our compensation philosophy is designed to establish and maintain an executive compensation program that attracts, retains, and rewards talented executives who possess the skills necessary for Roku to achieve its strategic objectives. As a result, we endeavor to pay competitive total compensation that is guided by market rates and tailored to each executive to account for the specific needs and responsibilities of the executive’s position, as well as the executive’s unique qualifications. The total compensation paid to our executive officers is comprised of salary and equity awards. We do not pay our executive officers cash bonuses or grant equity awards tied to either individual or corporate performance goals because we expect our executives to perform at the highest level regardless of possible bonus or other award payouts. In determining each executive officer’s total compensation, we consider what an executive officer would be paid by another employer, what we would have to pay to replace the executive officer, and the amount we would pay to retain the executive officer.

  37. Role of the Compensation Committee, CEO, and Compensation Adviser

    Role of the Compensation Committee, CEO, and Compensation Adviser Our Compensation Committee is responsible for setting the total compensation for our NEOs and reports to our Board on its discussions, decisions, and other actions. Our CEO typically attends Compensation Committee meetings and makes recommendations to our Compensation Committee regarding the total compensation of the other NEOs, but he is not present during discussion, deliberation, or decisions regarding his own compensation. The Compensation Committee then reviews the recommendations and other data and makes decisions as to the total compensation for each NEO, as well as the allocation of the amount of total compensation between salary and equity awards. Our Compensation Committee is authorized, in its sole discretion, to retain the services of compensation consultants, outside legal counsel, and such other advisers as necessary to assist with the execution of its duties and responsibilities. During 2023, our Compensation Committee retained Compensia, a national compensation consulting firm, to serve as its independent compensation consultant and to assist it in fulfilling its duties. Compensia performed various projects for the Compensation Committee, including assisting in determining compensation peer group composition, providing support and specific analyses with regard to compensation data for executive officer and non-employee director compensation, and other compensation-related matters. Compensia uses the competitive market data described below to recommend cash and equity compensation consistent with the practices of the companies in our compensation peer group for the Compensation Committee to consider. Compensia attends Compensation Committee meetings, executive sessions, and preparatory meetings with the committee chair and certain executive officers, as requested by the Compensation Committee. Compensia does not provide any services directly to Roku, and Compensia maintains a conflict of interest policy that is specifically designed to prevent any conflicts of interest. Our Compensation Committee has assessed the independence of Compensia taking into account, among other things, the factors set forth in the applicable SEC rules and Nasdaq listing standards, and has concluded that the engagement of Compensia does not raise any conflicts of interest or similar concerns.

  38. Competitive Positioning

    Competitive Positioning In determining the total compensation for each of our NEOs, our Compensation Committee, with assistance from Compensia, reviews the compensation practices and levels of our compensation peer group to assess whether individual total compensation is sufficiently competitive to attract and retain our NEOs. The Compensation Committee regularly reviews the compensation peer group and the underlying peer selection criteria to assess that it remains appropriate for review and comparison purposes. When establishing the peer group in March 2023, the Compensation Committee considered the inclusion of technology companies with annual revenues of between 0.5x to 2.0x of Roku’s last four quarters’ revenue and a market capitalization of approximately 0.3x to 3.0x of Roku’s market capitalization. The Compensation Committee also considered companies with revenue growth of greater than 15% and market capitalization of greater than 2.0x revenue. After considering input from Compensia, the Compensation Committee approved a 2023 peer group comprised of the companies listed below. Changes to our peer group for 2023 included the addition of Take-Two Interactive Software, Inc., Unity Software Inc., and Vizio Holding Corp. and the removal of Twitter, Inc. and Zendesk, Inc. (both of which were acquired in 2022).

  39. Competitive Positioning

    | Autodesk, Inc. DocuSign, Inc. Fortinet, Inc. HubSpot, Inc. IAC Inc. | Netflix, Inc. Paycom Software, Inc. Peloton Interactive, Inc. Pinterest, Inc. RingCentral, Inc. | Snap Inc. Splunk Inc. Take-Two Interactive Software, Inc. The Trade Desk, Inc. Twilio Inc. | Ubiquiti Inc. Unity Software Inc. Vizio Holding Corp. Zoom Video Communications, Inc. |

  40. Competitive Positioning

    When performing its NEO total compensation review during 2023, our Compensation Committee’s compensation assessment was informed by information from peer group company SEC filings and compensation survey data from Radford/Aon’s Global Technology Survey that included utilizing special sub-groups of technology companies. Although its analysis of competitive market data provides our Compensation Committee with guiding information and a broad market check, our Compensation Committee does not specifically benchmark compensation for our NEOs in terms of picking a particular percentile relative to other executives with similar titles at peer group companies. Instead, our Compensation Committee applies its subjective judgment in determining the total compensation for each NEO and considers the data above in conjunction with a number of factors, including our compensation philosophy, an NEO’s individual skills and expertise, and the scope and criticality of each NEO’s role. Our Compensation Committee also considers the beneficial stock ownership of each of the NEOs and the actual total compensation an NEO is expected to earn during the year, including the value of outstanding and unvested equity awards.

  41. Determining Total Compensation

    Determining Total Compensation Over the course of several meetings in June and July 2023, our Compensation Committee conducted its annual review of our compensation philosophy and the total compensation of our NEOs. Following this review, the Compensation Committee decided to maintain each then-existing NEO’s compensation at the prior year’s level, as described in detail below, in alignment with our compensation philosophy. In making this determination, the Compensation Committee reviewed the competitive market data referenced above, with assistance from Compensia, and used this data as one reference point in addition to other factors, including the annual vesting value of previously granted equity awards, and our goal of retaining highly experienced, skilled, and knowledgeable NEOs. In 2023, the Compensation Committee maintained the same compensation mix of salary and equity awards allocated to each NEO at the same target percentages as set in 2022, with at most 20% of our CEO’s total compensation paid in salary and at least 80% of total compensation awarded in equity, and, for our other NEOs, approximately 35% of total compensation paid in salary and approximately 65% of total compensation awarded in the form of equity awards. In determining the actual allocation of the elements of total compensation, the Compensation Committee considered the market competitive value of our compensation arrangements.

  42. Determining Total Compensation

    For our CEO, the actual mix of compensation is more heavily weighted toward equity awards, to further align the interests of our CEO with the interests of our stockholders. In 2023, the actual breakdown between our CEO’s salary as a percentage of total compensation and equity awards as a percentage of total compensation (determined based on the target dollar value of such awards) was 6% and 94%, respectively, due to the Compensation Committee’s decision to grant our CEO stock options under the CEO Mandatory Monthly Option Program in lieu of increasing his base salary (see “CEO Mandatory Monthly Option Program” below for further information).

  43. Salary

    Salary We use salary to compensate our NEOs for services rendered during the year and to recognize the experience, skills, knowledge, and responsibilities required of each NEO. Following its annual review described above, our Compensation Committee determined the annual salary levels for Mr. Wood, Mr. Collier, Mr. Ozgen, and Mr. Katz should remain unchanged from 2022 levels. Mr. Jedda’s annual salary was determined during arms-length negotiations before he joined Roku in May 2023, also using the factors set forth above. Mr. Louden’s annual salary (previously set at $2,835,000) was not reviewed in 2023 due to his departure from Roku. Mr. Wood – Mr. Wood’s annual salary was maintained at $1,200,000 (no change since July 2018), consistent with the belief that our CEO’s compensation should be more heavily weighted toward equity awards, to further align the interests of our CEO with the interests of our stockholders. Mr. Jedda – Mr. Jedda’s annual salary was set at $2,100,000 when he joined Roku in May 2023, consistent with the philosophy that approximately 35% of our non-CEO NEOs’ total compensation should be paid in salary. Mr. Collier – Mr. Collier’s annual salary was maintained at $6,825,000, the annual salary level set when he joined Roku in October 2022, consistent with the philosophy that approximately 35% of our non-CEO NEOs’ total compensation should be paid in salary. Mr. Ozgen – Mr. Ozgen’s annual salary was maintained at $2,555,000, consistent with the philosophy that approximately 35% of our non-CEO NEOs’ total compensation should be paid in salary. Mr. Katz – Mr. Katz’s annual salary was maintained at $2,800,000, the annual salary level set when he joined Roku in January 2022, consistent with the philosophy that approximately 35% of our non-CEO NEOs’ total compensation should be paid in salary. Executive Supplemental Stock Option Program We maintain the Executive Supplemental Stock Option Program (the Supplemental Option Program), which allows our executive officers to elect to reduce their annual base salary for a given year in exchange for a series of monthly grants of fully-vested stock options with an ascribed value intended to equal the amount of the reduced salary. Each executive officer’s election to participate in the Supplemental Option Program must be made prior to the commencement of the applicable year. Prior to the end of 2022, Mr. Wood elected to reduce his calendar year 2023 base salary by $600,000, and Mr. Collier elected to reduce his calendar year 2023 base salary by $1,000,000, in each case in exchange for monthly grants of vested stock options under the Supplemental Option Program. The number of stock options granted each month was determined using the following formula: (i) the monthly dollar amount by which the NEO elected to reduce his salary ($50,000 for Mr. Wood and $83,333.33 for Mr. Collier) divided by (ii) (a) the closing price of our Class A common stock on the grant date divided by (b) 2.1 (a factor intended to result in such quotient approximating a Black-Scholes value as in effect as of the date the elections were made (see “Equity Compensation” below for additional information regarding this factor)). See also Notes 2 and 8 to “Executive Compensation—Summary Compensation Table” and Notes 4 and 7 to “Executive Compensation—Grants of Plan-Based Awards” below.

  44. Equity Compensation

    Equity Compensation We view equity awards as a critical element of our total compensation. Although we do not specifically tie any portion of an NEO’s compensation to Roku’s performance, the realized value of equity awards bears a direct relationship to our stock price, and therefore, these awards are an incentive for our NEOs to create long-term value for our stockholders because the value of their equity awards increases when there is an increase in stockholder value. It is our Compensation Committee’s intention for each NEO to have equity awards that generally have at least three to four years of vesting in the future. Since these equity awards vest over several years, our equity awards are also a means of retaining our NEOs. When equity awards are granted in the form of stock options, the number of shares subject to a given stock option grant is determined by dividing the dollar value ascribed to the stock option grant by the average closing price of our Class A common stock over the 28 calendar days ending five trading days prior to the grant date, and multiplying that number by a factor intended to result in the quotient approximating a Black-Scholes value. Generally, on a quarterly basis, our Compensation Committee reviews the factor and approves an updated factor, or confirms continued use of the then-current factor, to be applied prospectively to our compensation programs, as appropriate. For the 2023 refresh equity awards, this factor was 1.8. In determining the number of shares subject to equity awards, we generally use an average stock price, rather than a single day stock price, to provide a more stabilized stock value, which we believe is less susceptible to possible swings in the market. Our Compensation Committee has approved the use of a 28-calendar day average ending five trading days prior to the grant date for most equity awards. We do not use an average stock price for the Supplemental Option Program or CEO Mandatory Monthly Option Program (described below), as we believe the monthly grant structure of those programs mitigates the volatility considerations posed by a single day stock price. Equity Choice Program Pursuant to our Equity Choice Program, after the Compensation Committee determines the appropriate dollar value to be ascribed to our NEOs’ equity awards, the NEOs are provided the opportunity to select whether their equity awards would be granted (i) 100% in the form of stock options, (ii) 100% in the form of RSUs, or (iii) 50% in the form of stock options and 50% in the form of RSUs. Refresh Equity Awards In June and July 2023, the Compensation Committee reviewed the total compensation of each NEO (other than Mr. Louden, who ceased serving as CFO in May 2023) and determined to grant refresh equity awards to Mr. Wood, Mr. Ozgen, and Mr. Katz with the dollar values ascribed to such awards set forth in the table below. These refresh equity awards vest over three years, subject to such NEO’s continuous service with us as of each vesting date. Mr. Collier did not receive a refresh equity award in 2023 because he received a new hire equity award vesting over four years when he joined Roku in 2022. Mr. Jedda joined Roku in May 2023 and received a new hire equity award as described in “New Hire Equity Award” below. For our non-CEO NEOs, the dollar value determinations were made consistent with the philosophy that approximately 65% of our non-CEO NEOs’ total compensation should be paid in equity awards. For further information regarding the Compensation Committee’s determination regarding our CEO’s equity awards, see “CEO Mandatory Monthly Option Program” below.

  45. Equity Compensation

    | 46 | Roku, Inc. 2024 Proxy Statement |

  46. Equity Compensation

    Based on each NEO’s selection under the Equity Choice Program, the Compensation Committee granted refresh equity awards in September 2023 as set forth below. The refresh equity awards began vesting in October 2023 (for stock options) and November 2023 (for RSUs) to help ensure that our NEOs’ total compensation is market competitive.

  47. Equity Compensation

    | Name | Dollar Value of Equity Award ($) | Shares Subject to Stock Options (#)(1) | RSUs (#)(2) | | Anthony Wood | 16,000,000 | 178,796(3) | 99,331(4) | | Mustafa Ozgen | 4,745,000 | — | 58,916(4) | | Gidon Katz | 4,550,000 | 101,690(3) | — |

  48. Equity Compensation

    | (1) The number of shares subject to stock options was determined by dividing the dollar value ascribed to the equity award by the average closing price of our Class A common stock over the 28 calendar days ending five trading days prior to the grant date, and multiplying that number by 1.8 (a factor intended to result in the quotient approximating a Black-Scholes value). |

  49. Equity Compensation

    | (2) The number of RSUs was determined by dividing the dollar value ascribed to the equity award by the average closing price of our Class A common stock over the 28 calendar days ending five trading days prior to the grant date. |

  50. Equity Compensation

    | (3) Vests in 36 substantially equal monthly installments beginning on October 1, 2023. |

  51. Equity Compensation

    | (4) Vests in 12 substantially equal quarterly installments beginning on November 15, 2023. |

  52. Equity Compensation

    New Hire Equity Award The Compensation Committee determined to grant Mr. Jedda, who joined Roku in May 2023, a new hire equity award vesting over four years (subject to continuous service with us as of each vesting date) with the dollar value ascribed to such award set forth in the table below. Consistent with our philosophy, we assessed Mr. Jedda’s market opportunities and determined that his new hire equity award grant was competitively necessary. Based on Mr. Jedda’s selection under the Equity Choice Program, the Compensation Committee granted the equity award as set forth below.

  53. Equity Compensation

    | Name | Dollar Value of Equity Award ($) | Shares Subject to Stock Options (#) | RSUs (#)(1) | | Dan Jedda | 15,600,000 | — | 283,618(2) |

  54. Equity Compensation

    | (1) The number of RSUs was determined by dividing the dollar value ascribed to the equity award by the average closing price of our Class A common stock over the 28 calendar days ending five trading days prior to the grant date. |

  55. Equity Compensation

    | (2) Granted on June 1, 2023 and vests in 16 substantially equal quarterly installments beginning on September 1, 2023. |

  56. Equity Compensation

    CEO Mandatory Monthly Option Program In July 2022, the Compensation Committee decided to increase Mr. Wood’s total compensation, but, in lieu of increasing Mr. Wood’s salary up to the 20% maximum salary percentage previously set by the Compensation Committee for the CEO role, the Compensation Committee determined that Mr. Wood would receive a series of fully-vested monthly stock option grants with an ascribed total dollar value of $2,800,000 over the next twelve months beginning on September 1, 2022, subject to continuous service with us as of each grant date (the CEO Mandatory Monthly Option Program). The Compensation Committee determined that structuring Mr. Wood’s total compensation in this way would further align the interests of our CEO with the interests of our stockholders. The number of shares of each monthly option grant was determined using the following formula: (i) the dollar value ascribed to each monthly grant ($233,333.33 or $233,333.34) divided by (ii) (a) the closing price of our Class A common stock on the grant date divided by (b) 2.3 (a factor intended to result in such quotient approximating a Black-Scholes value). In July 2023, the Compensation Committee decided to maintain Mr. Wood’s total compensation previously set in 2022, and continue the CEO Mandatory Monthly Option Program on the same basis as described above. The number of shares of each monthly option grant is determined using the following formula: (i) the dollar value

  57. Equity Compensation

    | Roku, Inc. 2024 Proxy Statement | 47 |

  58. Equity Compensation

    ascribed to each monthly grant ($233,333.33 or $233,333.34) divided by (ii) (a) the closing price of our Class A common stock on the grant date divided by (b) 1.8 (a factor intended to result in such quotient approximating a Black-Scholes value). See also Note 5 to “Executive Compensation—Summary Compensation Table” and Note 5 to “Executive Compensation—Grants of Plan-Based Awards” below.

  59. Employment, Severance, and Change in Control Agreements

    Employment, Severance, and Change in Control Agreements The initial terms and conditions of employment of each of Mr. Jedda, Mr. Louden, Mr. Collier, Mr. Katz, and Mr. Ozgen and were set forth in written employment terms agreements or offer letters. Each of these agreements was approved by our CEO or our Board. We believed these agreements were necessary to induce these individuals to forego other employment opportunities or leave their then-current employer for the uncertainty of a demanding position in a new and unfamiliar organization. Mr. Wood, who is our founder and serves as our CEO, does not have an employment agreement or offer letter. Each of our NEOs has executed our standard Employee Proprietary Information and Inventions Assignment Agreement. Each of Mr. Wood, Mr. Jedda, Mr. Collier, and Mr. Ozgen is an “at will” employee and may be terminated at any time, with or without cause. Each of our currently employed NEOs, except for Mr. Katz, is a party to our Amended and Restated Severance Benefit Plan, as amended (the Severance Benefit Plan), which provides for certain payments and benefits upon a qualifying termination of employment. In connection with Mr. Katz’s relocation from the United States to United Kingdom, Mr. Katz entered into an employment contract (the Employment Contract) (filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 11, 2023) with Roku DX UK Ltd., a wholly owned subsidiary of Roku, which provides for certain payments and benefits upon a qualifying termination of employment. Mr. Louden’s employment with us ended in August 2023. For a summary of the material terms of the change in control and severance agreements (including the applicable terms of Mr. Katz’s Employment Contract, Mr. Katz’s severance benefits pursuant to the Employment Contract, and Mr. Louden’s separation arrangement) and an estimate of the payments and benefits that our NEOs may receive under these agreements, see “Executive Compensation—Potential Payments on Termination or Change in Control” below. Under the terms of Mr. Katz’s Employment Contract, Mr. Katz will (i) continue to receive an annual base salary of $2,800,000, (ii) retain the equity awards previously granted to him under the 2017 Plan, each of which will continue to vest in accordance with their respective terms, and (iii) be eligible to participate in other employee benefits as

  60. Employment, Severance, and Change in Control Agreements

    | 48 | Roku, Inc. 2024 Proxy Statement |

  61. Employment, Severance, and Change in Control Agreements

    may be offered from time to time to employees of Roku DX UK Ltd. The Employment Contract terminated Mr. Katz’s participation in the Severance Benefit Plan but provides for certain payments and benefits upon a qualifying termination of employment described in “Executive Compensation—Potential Payments on Termination or Change in Control” below. Mr. Katz may be terminated with or without cause, subject to applicable notice period and severance obligations set forth in his Employment Contract.

  62. Equity Grant Policy

    Equity Grant Policy Our Compensation Committee has delegated authority, in accordance with applicable law, our certificate of incorporation, and our bylaws, to an equity award committee comprised of our CEO and our CFO, either of whom has the authority to make certain types of equity awards to our employees (other than the executives who report directly to the CEO) under the 2017 Plan. Pursuant to the policy, awards approved by the equity award committee must be granted on the first trading day of each applicable month. Awards approved by the equity award committee also must be within pre-set guidelines that our Compensation Committee reviews and approves.

  63. Clawback Policy

    individual to the extent that Roku is required to restate its financial statements due to material noncompliance with financial reporting requirements. Incentive-based compensation subject to such recoupment includes any compensation granted, earned, or vested based wholly or in part on the satisfaction of a financial reporting measure, received by a covered individual during the three fiscal years preceding the date Roku is required to prepare a restatement of its financial statements. The recovery amount will equal the amount of incentive-based compensation the covered individual received in excess of the amount such individual would have received had the value of the incentive-based compensation been calculated based on the restated financial statements and must be computed without regard to any taxes paid. In addition, the Clawback Policy provides that the Board will have the right to (i) recover erroneously awarded incentive-based compensation from each employee with a stock level of senior vice president who is not otherwise an “executive officer” and (ii) recover any equity or equity-based compensation from such individuals, and any covered individuals, that is granted, earned, or vested based solely on the satisfaction of time-based vesting conditions (other than stock options granted under the Supplemental Option Program or the CEO Mandatory Monthly Option Program).

  64. Compensation Risk Assessment

    | • | Formal annual review of executive compensation peer group, market positioning, and cash/equity mix; |

  65. Compensation Risk Assessment

    | • | Executive compensation pay mix that ties compensation to long-term company performance; |

  66. Compensation Risk Assessment

    | • | Reasonable severance/change in control agreements; |

  67. Compensation Risk Assessment

    | • | Use of an independent compensation consultant; and |

  68. Compensation Risk Assessment

    | • | Inclusion of an annual limit on non-employee director compensation in the equity plan and regular reviews of director compensation levels against peers. |

  69. Summary Compensation Table

    Summary Compensation Table The following table sets forth all of the compensation awarded to, earned by, or paid to our NEOs during the years ended December 31, 2023, 2022, and 2021. The amounts shown in the “Total” column of the table do not reflect amounts actually received by our NEOs.

  70. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Option Awards(1) ($) | All Other Compensation ($) | Total ($) | | Anthony Wood Chief Executive Officer, President, and Chairman | 2023 | 1,200,000(2) | 7,574,982 | 11,425,151(3) | 18,825(4) | 20,218,958 | | | 2022 | 1,200,000(2) | — | 19,775,041(5) | 16,644(4) | 20,991,685 | | | 2021 | 1,200,000(2) | — | 16,917,387 | 16,305(4) | 18,133,692 | | Dan Jedda Chief Financial Officer | 2023 | 1,373,077 | 16,605,834(6) | — | 60,969(7) | 18,039,880 | | Charles Collier President, Roku Media | 2023 | 6,825,000(8) | — | — | 18,825(4) | 6,843,825 | | | 2022 | 1,075,000 | 23,279,331(9) | 28,925,320(9) | 25,245(10) | 53,304,896 | | Mustafa Ozgen President, Devices, Products, and Technology | 2023 | 2,555,000 | 4,492,934 | — | 18,825(4) | 7,066,759 | | | 2022 | 1,585,769 | 4,988,219 | — | 17,069(4) | 6,591,057 | | | 2021 | 875,000 | — | 4,038,564 | 16,305(4) | 4,929,869 | | Gidon Katz SVP, Platform Products and User Experience | 2023 | 2,800,000 | — | 4,597,832 | 15,960(4) | 7,413,792 | | | 2022 | 2,746,154 | 10,587,295(11) | — | 17,069(4) | 13,350,518 | | Steve Louden Former CFO | 2023 | 1,744,615 | — | — | 6,087,432(12) | 7,832,047 | | | 2022 | 1,603,269 | — | 6,925,704 | 17,069(4) | 8,546,042 | | | 2021 | 700,000 | — | 4,810,842 | 16,305(4) | 5,527,147 |

  71. Summary Compensation Table

    | (1) Amounts shown in these columns do not reflect dollar amounts actually received by our NEOs. Instead, these amounts reflect the aggregate grant date fair value of each RSU or stock option, as applicable, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11, Note 12, and Note 11 to our consolidated financial statements in our Annual Reports on Form 10-K filed with the SEC on February 16, 2024, February 16, 2023, and February 18, 2022, respectively. In the case of stock options, our NEOs will only realize compensation to the extent the trading price of our Class A common stock is greater than the exercise price of such stock options. |

  72. Summary Compensation Table

    Pursuant to the Equity Choice Program, our NEOs were provided the opportunity to select whether their equity awards would be granted 100% in the form of stock options, 100% in the form of RSUs, or 50% in the form of stock options and 50% in the form of RSUs.

  73. Summary Compensation Table

    | (2) Pursuant to the Supplemental Option Program, Mr. Wood elected to forego $600,000, $1,000,000, and $240,000 of this amount during 2023, 2022, and 2021, respectively, in exchange for monthly grants of vested stock options at an intended valuation equal to the amount of such foregone salary. Such stock option grants are reflected in the “Grants of Plan-Based Awards” table below. |

  74. Summary Compensation Table

    | (3) Reflects the aggregate grant date fair values of the stock option portion of Mr. Wood’s refresh equity award granted on September 15, 2023 as well as twelve monthly awards granted pursuant to the CEO Mandatory Monthly Option Program. |

  75. Summary Compensation Table

    | (4) Represents medical and life insurance premiums paid on behalf of the NEO. |

  76. Summary Compensation Table

    | (5) Reflects the aggregate grant date fair values of Mr. Wood’s refresh equity award granted on August 19, 2022 as well as four monthly awards granted pursuant to the CEO Mandatory Monthly Option Program. |

  77. Summary Compensation Table

    | (6) Reflects the grant date fair values of Mr. Jedda’s new hire equity award made in connection with his joining Roku in May 2023 and represents four years of award vesting. Mr. Jedda’s new hire equity award vests over four years, such that RSUs representing approximately $4,151,459 of the grant date fair value of the award will vest annually over the course of 2023 through 2027. |

  78. Summary Compensation Table

    | (7) Represents medical and life insurance premiums paid on behalf of Mr. Jedda, as well as a one-time relocation bonus of $50,000. |

  79. Summary Compensation Table

    | 52 | Roku, Inc. 2024 Proxy Statement |

  80. Summary Compensation Table

    | (8) Pursuant to the Supplemental Option Program, Mr. Collier elected to forego $1,000,000 of this amount during 2023 in exchange for monthly grants of vested stock options at an intended valuation equal to the amount of such foregone salary. Such stock option grants are reflected in the “Grants of Plan-Based Awards” table below. |

  81. Summary Compensation Table

    | (9) Reflects the grant date fair values of Mr. Collier’s new hire equity awards made in connection with his joining Roku in October 2022 and represents four years of award vesting. Mr. Collier’s new hire equity awards vest over four years, such that RSUs representing approximately $5,819,833 of the grant date fair value of the new hire RSU award will vest annually over the course of 2023, 2024, 2025, and 2026, and options representing approximately $7,231,330 grant date fair value of the new hire option award will vest annually over the course of 2022 through 2026. |

  82. Summary Compensation Table

    | (10) Represents medical and life insurance premiums paid on behalf of Mr. Collier, as well as a one-time reimbursement paid to Mr. Collier for attorneys’ fees of $25,000 incurred in connection with the negotiation of Mr. Collier’s offer letter. |

  83. Summary Compensation Table

    | (11) Reflects the aggregate grant date fair values of Mr. Katz’s new hire equity award made in connection with his joining Roku in January 2022, which represents four years of award vesting, as well as Mr. Katz’s refresh and market adjustment awards granted on August 19, 2022. Mr. Katz’s new hire equity award vests over four years, such that RSUs representing approximately $1,827,429 of the grant date fair value of his new hire RSU award will vest annually over the course of 2022 through 2026. |

  84. Summary Compensation Table

    | (12) Represents medical and life insurance premiums paid on behalf of Mr. Louden, as well as a cash severance payment of $6,075,000. Mr. Louden’s employment with us ended in August 2023. |

  85. Summary Compensation Table

    | Roku, Inc. 2024 Proxy Statement | 53 |

  86. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table provides information regarding grants of plan-based awards to our NEOs for the year ended December 31, 2023.

  87. Grants of Plan-Based Awards in 2023

    | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(1) ($) | | Anthony Wood | 9/15/2023 | 99,331(2) | 178,796(3) | 76.26 | 15,659,100 | | | 1/3/2023 | — | 5,735(4) | 40.56 | 129,472 | | | 1/3/2023 | — | 13,231(5) | 40.56 | 297,766 | | | 2/1/2023 | — | 1,748(4) | 60.05 | 57,680 | | | 2/1/2023 | — | 8,936(5) | 60.05 | 294,869 | | | 3/1/2023 | — | 1,650(4) | 63.64 | 58,770 | | | 3/1/2023 | — | 8,432(5) | 63.64 | 300,334 | | | 4/3/2023 | — | 1,598(4) | 65.71 | 57,871 | | | 4/3/2023 | — | 8,167(5) | 65.71 | 295,765 | | | 5/1/2023 | — | 1,852(4) | 56.68 | 57,999 | | | 5/1/2023 | — | 9,468 (5) | 56.68 | 296,509 | | | 6/1/2023 | — | 1,794(4) | 58.55 | 58,344 | | | 6/1/2023 | — | 9,165(5) | 58.55 | 298,060 | | | 7/3/2023 | — | 1,606(4) | 65.34 | 58,884 | | | 7/5/2023 | — | 8,247 (5) | 65.07 | 301,464 | | | 8/1/2023 | — | 1,078(4) | 97.49 | 59,361 | | | 8/1/2023 | — | 5,504 (5) | 97.49 | 303,085 | | | 9/1/2023 | — | 1,285(4) | 81.72 | 59,393 | | | 9/1/2023 | — | 5,139(5) | 81.72 | 237,526 | | | 10/2/2023 | — | 1,490(4) | 70.50 | 59,936 | | | 10/2/2023 | — | 5,957(5) | 70.50 | 239,623 | | | 11/1/2023 | — | 1,759(4) | 59.70 | 59,709 | | | 11/6/2023 | — | 5,042(5) | 83.30 | 239,667 | | | 12/1/2023 | — | 1,014(4) | 103.54 | 59,091 | | | 12/1/2023 | — | 4,056(5) | 103.54 | 236,365 | | Dan Jedda | 6/1/2023 | 283,618(6) | — | — | 16,605,834 | | Charles Collier | 2/1/2023 | — | 2,914(7) | 60.05 | 96,156 | | | 3/1/2023 | — | 2,750(7) | 63.64 | 97,950 | | | 4/3/2023 | — | 2,663(7) | 65.71 | 96,439 | | | 5/1/2023 | — | 3,087(7) | 56.68 | 96,676 | | | 6/1/2023 | — | 2,989(7) | 58.55 | 97,207 | | | 7/3/2023 | — | 2,678(7) | 65.34 | 98,190 | | | 8/1/2023 | — | 1,795(7) | 97.49 | 98,844 | | | 9/1/2023 | — | 2,142(7) | 81.72 | 99,004 | | | 10/2/2023 | — | 2,482(7) | 70.50 | 99,839 | | | 11/1/2023 | — | 2,932(7) | 59.70 | 99,527 | | | 12/1/2023 | — | 1,690(7) | 103.54 | 98,485 | | Mustafa Ozgen | 9/15/2023 | 58,916(2) | — | — | 4,492,934 | | Gidon Katz | 9/15/2023 | — | 101,690(3) | 76.26 | 4,597,832 |

  88. Grants of Plan-Based Awards in 2023

    Notes: Each vesting schedule described below is subject to the NEO’s continuous service with us as of each vesting date. Mr. Louden did not receive any grants of plan-based awards in 2023.

  89. Grants of Plan-Based Awards in 2023

    | 54 | Roku, Inc. 2024 Proxy Statement |

  90. Grants of Plan-Based Awards in 2023

    | (1) Amounts shown in this column do not reflect dollar amounts actually received by our NEOs. Instead, these amounts reflect the aggregate grant date fair value of each RSU or stock option, as applicable, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 16, 2024. In the case of stock options, our NEOs will only realize compensation to the extent the trading price of our Class A common stock is greater than the exercise price of such stock options. |

  91. Grants of Plan-Based Awards in 2023

    | (2) Vests in 12 substantially equal quarterly installments beginning on the vesting commencement date of November 15, 2023. |

  92. Grants of Plan-Based Awards in 2023

    | (3) Vests in 36 substantially equal monthly installments beginning on the vesting commencement date of October 1, 2023. |

  93. Grants of Plan-Based Awards in 2023

    | (4) These stock options were granted, and vested upon grant, pursuant to the Supplemental Option Program in exchange for Mr. Wood’s foregone salary as described in Note 2 to the Summary Compensation Table above. |

  94. Grants of Plan-Based Awards in 2023

    | (5) These stock options were granted, and vested upon grant, pursuant to the CEO Mandatory Monthly Option Program. |

  95. Grants of Plan-Based Awards in 2023

    | (6) Vests in 16 substantially equal quarterly installments beginning on the vesting commencement date of September 1, 2023. |

  96. Grants of Plan-Based Awards in 2023

    | (7) These stock options were granted, and vested upon grant, pursuant to the Supplemental Option Program in exchange for Mr. Collier’s foregone salary as described in Note 8 to the Summary Compensation Table above. |

  97. Grants of Plan-Based Awards in 2023

    | Roku, Inc. 2024 Proxy Statement | 55 |

  98. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table provides information regarding outstanding equity awards held by our NEOs as of December 31, 2023.

  99. Outstanding Equity Awards as of December 31, 2023

    | | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Anthony Wood | 8/19/2018 | 9/13/2021 | 272,553 | — | 56.07 | 8/18/2028 | — | — | | | 2/1/2019 | 2/1/2019 | 2,304(1) | — | 45.21 | 1/31/2029 | — | — | | | 3/1/2019 | 3/1/2019 | 1,507(1) | — | 69.08 | 2/28/2029 | — | — | | | 4/1/2019 | 4/1/2019 | 1,508(1) | — | 69.11 | 3/31/2029 | — | — | | | 5/1/2019 | 5/1/2019 | 1,635(1) | — | 63.69 | 4/30/2029 | — | — | | | 6/3/2019 | 6/3/2019 | 1,161(1) | — | 89.71 | 6/2/2029 | — | — | | | 7/1/2019 | 7/1/2019 | 1,140(1) | — | 91.37 | 6/30/2029 | — | — | | | 8/1/2019 | 8/1/2019 | 1,033(1) | — | 100.85 | 7/31/2029 | — | — | | | 8/1/2019 | 9/14/2022 | 287,730 | — | 100.85 | 7/31/2029 | — | — | | | 9/3/2019 | 9/3/2019 | 664(1) | — | 156.88 | 9/2/2029 | — | — | | | 10/1/2019 | 10/1/2019 | 1,017(1) | — | 102.40 | 9/30/2029 | — | — | | | 11/1/2019 | 11/1/2019 | 711(1) | — | 146.50 | 10/31/2029 | — | — | | | 12/2/2019 | 12/2/2019 | 766(1) | — | 136.07 | 12/1/2029 | — | — | | | 1/2/2020 | 1/2/2020 | 759(1) | — | 137.10 | 1/1/2030 | — | — | | | 2/3/2020 | 2/3/2020 | 758(1) | — | 127.50 | 2/2/2030 | — | — | | | 3/2/2020 | 3/2/2020 | 843(1) | — | 114.67 | 3/1/2030 | — | — | | | 4/1/2020 | 4/1/2020 | 1,173(1) | — | 82.42 | 3/31/2030 | — | — | | | 5/1/2020 | 5/1/2020 | 847(1) | — | 114.02 | 4/30/2030 | — | — | | | 6/1/2020 | 6/1/2020 | 856(1) | — | 112.95 | 5/31/2030 | — | — | | | 7/1/2020 | 7/1/2020 | 753(1) | — | 128.39 | 6/30/2030 | — | — | | | 8/3/2020 | 8/3/2020 | 597(1) | — | 161.82 | 8/2/2030 | — | — | | | 8/17/2020 | 9/14/2023 | 85,644 | 171,290(2) | 145.71 | 8/16/2030 | — | — | | | 9/1/2020 | 9/1/2020 | 539(1) | — | 179.27 | 8/31/2030 | — | — | | | 10/1/2020 | 10/1/2020 | 483(1) | — | 200.34 | 9/30/2030 | — | — | | | 11/2/2020 | 11/2/2020 | 467(1) | — | 206.88 | 11/1/2030 | — | — | | | 12/1/2020 | 12/1/2020 | 338(1) | — | 285.71 | 11/30/2030 | — | — | | | 1/4/2021 | 1/4/2021 | 304(1) | — | 317.90 | 1/3/2031 | — | — | | | 2/1/2021 | 2/1/2021 | 139(1) | — | 416.20 | 1/31/2031 | — | — | | | 3/1/2021 | 3/1/2021 | 138(1) | — | 420.31 | 2/28/2031 | — | — | | | 4/1/2021 | 4/1/2021 | 175(1) | — | 331.90 | 3/31/2031 | — | — | | | 5/3/2021 | 5/3/2021 | 173(1) | — | 335.31 | 5/2/2031 | — | — | | | 6/1/2021 | 6/1/2021 | 166(1) | — | 347.71 | 5/31/2031 | — | — | | | 7/1/2021 | 7/1/2021 | 133(1) | — | 435.67 | 6/30/2031 | — | — | | | 8/2/2021 | 8/2/2021 | 138(1) | — | 421.37 | 8/1/2031 | — | — | | | 8/16/2021 | 9/14/2024 | — | 118,830(2) | 356.58 | 8/15/2031 | — | — | | | 9/1/2021 | 9/1/2021 | 158(1) | — | 368.10 | 8/31/2031 | — | — | | | 10/1/2021 | 10/1/2021 | 184(1) | — | 314.46 | 9/30/2031 | — | — | | | 11/1/2021 | 11/1/2021 | 183(1) | — | 317.72 | 10/31/2031 | — | — | | | 12/1/2021 | 12/1/2021 | 279(1) | — | 207.75 | 11/30/2031 | — | — | | | 1/3/2022 | 1/3/2022 | 249(1) | — | 233.19 | 12/31/2031 | — | — | | | 2/1/2022 | 2/1/2022 | 1,403(1) | — | 166.26 | 1/31/2032 | — | — | | | 3/1/2022 | 3/1/2022 | 1,708(1) | — | 136.62 | 2/29/2032 | — | — | | | 4/1/2022 | 4/1/2022 | 1,858(1) | — | 125.56 | 3/31/2032 | — | — | | | 5/2/2022 | 5/2/2022 | 2,263(1) | — | 103.13 | 5/1/2032 | — | — | | | 6/1/2022 | 6/1/2022 | 2,571(1) | — | 90.77 | 5/31/2032 | — | — | | | 7/1/2022 | 7/1/2022 | 2,780(1) | — | 83.91 | 6/30/2032 | — | — |

  100. Outstanding Equity Awards as of December 31, 2023

    | 56 | Roku, Inc. 2024 Proxy Statement |

  101. Outstanding Equity Awards as of December 31, 2023

    | | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | 8/1/2022 | 8/1/2022 | 3,255(1) | — | 71.69 | 7/31/2032 | — | — | | | 8/19/2022 | 9/1/2022 | 196,828 | 246,036(3) | 74.15 | 8/18/2032 | — | — | | | 9/1/2022 | 9/1/2022 | 3,417(1) | — | 68.30 | 8/31/2032 | — | — | | | 9/1/2022 | 9/1/2022 | 7,857(4) | — | 68.30 | 8/31/2032 | — | — | | | 10/3/2022 | 10/3/2022 | 3,917(1) | — | 59.56 | 10/2/2032 | — | — | | | 10/3/2022 | 10/3/2022 | 9,010(4) | — | 59.56 | 10/2/2032 | — | — | | | 11/1/2022 | 11/1/2022 | 4,109(1) | — | 56.79 | 10/31/2032 | — | — | | | 11/4/2022 | 11/4/2022 | 10,822(4) | — | 49.59 | 11/3/2032 | — | — | | | 12/1/2022 | 12/1/2022 | 3,903(1) | — | 59.78 | 11/30/2032 | — | — | | | 12/1/2022 | 12/1/2022 | 8,977(4) | — | 59.78 | 11/30/2032 | — | — | | | 1/3/2023 | 1/3/2023 | 5,753(1) | — | 40.56 | 1/2/2033 | — | — | | | 1/3/2023 | 1/3/2023 | 13,231(4) | — | 40.56 | 1/2/2033 | — | — | | | 2/1/2023 | 2/1/2023 | 1,748(1) | — | 60.05 | 1/31/2033 | — | — | | | 2/1/2023 | 2/1/2023 | 8,936(4) | — | 60.05 | 1/31/2033 | — | — | | | 3/1/2023 | 3/1/2023 | 1,650(1) | — | 63.64 | 2/28/2033 | — | — | | | 3/1/2023 | 3/1/2023 | 8,432(4) | — | 63.64 | 2/28/2033 | — | — | | | 4/3/2023 | 4/3/2023 | 1,598(1) | — | 65.71 | 4/2/2033 | — | — | | | 4/3/2023 | 4/3/2023 | 8,167(4) | — | 65.71 | 4/2/2033 | — | — | | | 5/1/2023 | 5/1/2023 | 1,852(1) | — | 56.68 | 4/30/2033 | — | — | | | 5/1/2023 | 5/1/2023 | 9,468(4) | — | 56.68 | 4/30/2033 | — | — | | | 6/1/2023 | 6/1/2023 | 1,794(1) | — | 58.55 | 5/31/2033 | — | — | | | 6/1/2023 | 6/1/2023 | 9,165(4) | — | 58.55 | 5/31/2033 | — | — | | | 7/3/2023 | 7/3/2023 | 1,606(1) | — | 65.34 | 7/2/2033 | — | — | | | 7/5/2023 | 7/5/2023 | 8,247(4) | — | 65.07 | 7/4/2033 | — | — | | | 8/1/2023 | 8/1/2023 | 1,078(1) | — | 97.49 | 7/31/2033 | — | — | | | 8/1/2023 | 8/1/2023 | 5,504(4) | — | 97.49 | 7/31/2033 | — | — | | | 9/1/2023 | 9/1/2023 | 1,285(1) | — | 81.72 | 8/31/2033 | — | — | | | 9/1/2023 | 9/1/2023 | 5,139(4) | — | 81.72 | 8/31/2033 | — | — | | | 9/15/2023 | 10/1/2023 | 14,899 | 163,897(3) | 76.26 | 9/14/2033 | — | — | | | 9/15/2023 | 11/15/2023 | — | — | — | — | 91,054(5) | 8,346,010 | | | 10/2/2023 | 10/2/2023 | 1,490(1) | — | 70.50 | 10/1/2033 | — | — | | | 10/2/2023 | 10/2/2023 | 5,957(4) | — | 70.50 | 10/1/2033 | — | — | | | 11/1/2023 | 11/1/2023 | 1,759(1) | — | 59.70 | 10/31/2033 | — | — | | | 11/6/2023 | 11/6/2023 | 5,042(4) | — | 83.30 | 11/5/2033 | — | — | | | 12/1/2023 | 12/1/2023 | 1,014(1) | — | 103.54 | 11/30/2033 | — | — | | | 12/1/2023 | 12/1/2023 | 4,056(4) | — | 103.54 | 11/30/2033 | — | — | | Dan Jedda | 6/1/2023 | 9/1/2023 | — | — | — | — | 248,166(6) | 22,746,896 | | Charles Collier | 11/4/2022 | 12/4/2022 | 266,991 | 718,825(7) | 49.59 | 11/3/2032 | — | — | | | 11/4/2022 | 3/1/2023 | — | — | — | — | 352,077(6) | 32,271,378 | | | 2/1/2023 | 2/1/2023 | 2,914(1) | — | 60.05 | 1/31/2033 | — | — | | | 3/1/2023 | 3/1/2023 | 2,750(1) | — | 63.64 | 2/28/2033 | — | — | | | 4/3/2023 | 4/3/2023 | 2,663(1) | — | 65.71 | 4/2/2033 | — | — | | | 5/1/2023 | 5/1/2023 | 3,087(1) | — | 56.68 | 4/30/2033 | — | — | | | 6/1/2023 | 6/1/2023 | 2,989(1) | — | 58.55 | 5/31/2033 | — | — | | | 7/3/2023 | 7/3/2023 | 2,678(1) | — | 65.34 | 7/2/2033 | — | — | | | 8/1/2023 | 8/1/2023 | 1,795(1) | — | 97.49 | 7/31/2033 | — | — | | | 9/1/2023 | 9/1/2023 | 2,142(1) | — | 81.72 | 8/31/2033 | — | — | | | 10/2/2023 | 10/2/2023 | 2,482(1) | — | 70.50 | 10/1/2033 | — | — | | | 11/1/2023 | 11/1/2023 | 2,932(1) | — | 59.70 | 10/31/2033 | — | — | | | 12/1/2023 | 12/1/2023 | 1,690(1) | — | 103.54 | 11/30/2033 | — | — |

  102. Outstanding Equity Awards as of December 31, 2023

    | Roku, Inc. 2024 Proxy Statement | 57 |

  103. Outstanding Equity Awards as of December 31, 2023

    | | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Mustafa Ozgen | 8/17/2020 | 4/1/2023 | 43,191 | 14,398(2) | 145.71 | 8/16/2030 | — | — | | | 8/16/2021 | 4/1/2024 | — | 28,965(2) | 356.58 | 8/15/2031 | — | — | | | 8/19/2022 | 9/1/2022 | — | — | — | — | 28,552(5) | 2,617,076 | | | 9/15/2023 | 11/15/2023 | — | — | — | — | 54,007(5) | 4,950,282 | | Gidon Katz | 3/1/2022 | 6/1/2022 | — | — | — | — | 30,096(6) | 2,758,599 | | | 9/15/2023 | 10/1/2023 | 8,474 | 93,216(3) | 76.26 | 9/14/2033 | — | — | | Steve Louden(8) | 8/19/2018 | 7/27/2020 | 147,632 | — | 56.07 | 8/18/2028 | — | — | | | 8/1/2019 | 7/28/2022 | 64,073 | — | 100.85 | 7/31/2029 | — | — | | | 8/17/2020 | 7/28/2023 | 5,998 | — | 145.71 | 8/16/2030 | — | — | | | 8/19/2022 | 9/1/2022 | 48,576 | — | 74.15 | 8/18/2032 | — | — | | | 8/19/2022 | 9/1/2022 | 19,790 | — | 74.15 | 8/18/2032 | — | — |

  104. Outstanding Equity Awards as of December 31, 2023

    Note: Each vesting schedule described below is subject to the NEO’s continuous service with us as of each vesting date. All equity awards were granted under our 2017 Plan. The market values of the RSU awards that have not vested were calculated by multiplying the number of shares underlying the award by $91.66, the closing price of our Class A common stock on December 29, 2023 (the last trading day of our fiscal year), as required by SEC rules.

  105. Outstanding Equity Awards as of December 31, 2023

    | (1) These stock options were granted, and vested upon grant, pursuant to the Supplemental Option Program. |

  106. Outstanding Equity Awards as of December 31, 2023

    | (2) Vests in 12 substantially equal monthly installments beginning on the vesting commencement date. |

  107. Outstanding Equity Awards as of December 31, 2023

    | (3) Vests in 36 substantially equal monthly installments beginning on the vesting commencement date. |

  108. Outstanding Equity Awards as of December 31, 2023

    | (4) These stock options were granted, and vested upon grant, pursuant to the CEO Mandatory Monthly Option Program. |

  109. Outstanding Equity Awards as of December 31, 2023

    | (5) Vests in 12 substantially equal quarterly installments beginning on the vesting commencement date. |

  110. Outstanding Equity Awards as of December 31, 2023

    | (6) Vests in 16 substantially equal quarterly installments beginning on the vesting commencement date. |

  111. Outstanding Equity Awards as of December 31, 2023

    | (7) Vests in 48 substantially equal monthly installments beginning on the vesting commencement date. |

  112. Outstanding Equity Awards as of December 31, 2023

    | (8) Mr. Louden’s employment with us ended in August 2023. |

  113. Outstanding Equity Awards as of December 31, 2023

    | 58 | Roku, Inc. 2024 Proxy Statement |

  114. Stock Option Exercises and Stock Vested in 2023

    Stock Option Exercises and Stock Vested in 2023 The following table provides information regarding our NEOs’ stock option exercises and RSUs vested during the year ended December 31, 2023.

  115. Stock Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Anthony Wood | 136,277 | 3,733,990 | 8,277 | 754,035 | | Dan Jedda | — | — | 35,452 | 3,063,407 | | Charles Collier | — | — | 117,359 | 8,655,530 | | Mustafa Ozgen | — | — | 39,018 | 2,797,446 | | Gidon Katz | — | — | 40,040 | 2,846,575 | | Steve Louden(3) | 23,332 | 1,893,036 | — | — |

  116. Stock Option Exercises and Stock Vested in 2023

    | (1) The value realized on exercise represents the difference between the exercise price per share of the stock option and the market price of our Class A common stock at the time of exercise. The value realized was determined without considering any taxes that may have been owed. |

  117. Stock Option Exercises and Stock Vested in 2023

    | (2) The value realized upon vesting of RSUs was calculated by multiplying the number of shares vested by the closing price of our Class A common stock on the vesting date. The value realized was determined without considering any taxes that may have been owed. |

  118. Stock Option Exercises and Stock Vested in 2023

    | (3) Mr. Louden’s employment with us ended in August 2023. |

  119. Pension Benefits

    Pension Benefits Aside from our 401(k) Plan, we do not maintain any pension plan or arrangement under which our U.S.-based NEOs are entitled to participate or receive post-retirement benefits. Upon his relocation to the United Kingdom in August 2023, Mr. Katz chose to opt out of the group personal pension scheme offered to UK-based employees.

  120. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control Each NEO, other than Mr. Katz, participates in our Severance Benefit Plan. Mr. Collier’s Offer Letter (filed as Exhibit 10.12 to our Annual Report on Form 10-K filed with the SEC on February 16, 2023) provides for certain modifications to his participation in the Severance Benefit Plan, including modified definitions of Cause and Good Reason, each as set forth in his offer letter. The severance benefits outlined in Mr. Katz’s Employment Contract align closely with the terms in our Severance Benefit Plan applicable to our non-CEO NEOs, as described below. Under our Severance Benefit Plan:

  121. Potential Payments on Termination or Change in Control

    | • | In the event of a Non-Change in Control Termination (as defined in the Severance Benefit Plan), our CEO will be entitled to receive a lump-sum cash payment equal to 12 months of the CEO’s monthly total compensation target (TCT) (as defined in the Severance Benefit Plan) and all other applicable NEOs will be entitled to receive a lump-sum cash payment equal to nine months of the NEO’s monthly TCT. |

  122. Potential Payments on Termination or Change in Control

    | • | In the event of a Change in Control Termination (as defined in the Severance Benefit Plan), our CEO will be entitled to receive a lump-sum cash payment equal to 12 months of the CEO’s monthly base salary (as defined in the Severance Benefit Plan) and all other applicable NEOs will be entitled to receive a lump-sum cash payment equal to nine months of the NEO’s monthly base salary. In addition, 100% of each applicable NEO’s unvested equity awards will vest immediately effective as of the date of such NEO’s qualifying termination. |

  123. Potential Payments on Termination or Change in Control

    | • | All such severance benefits are subject to the participant signing a general waiver and release of all known and unknown claims in substantially the form provided in the Severance Benefit Plan. |

  124. Potential Payments on Termination or Change in Control

    | Roku, Inc. 2024 Proxy Statement | 59 |

  125. Potential Payments on Termination or Change in Control

    The following table summarizes the estimated payments and benefits that would be provided to our NEOs, except for Mr. Louden (whose employment with us ended in August 2023), upon an involuntary termination not in connection with a change in control or in connection with a change in control, as applicable, assuming the triggering event took place on December 31, 2023. Mr. Louden’s actual severance payment is described below.

  126. Potential Payments on Termination or Change in Control

    | Name(1) | Non-Change in Control Termination ($) | Change in Control Termination ($) | | Anthony Wood | | | | Severance Payment | 20,000,000(2) | 1,200,000(3) | | Equity Acceleration | — | 15,178,114(4) | | Total | 20,000,000 | 16,378,114 | | Dan Jedda | | | | Severance Payment | 4,500,000(2) | 1,575,000(3) | | Equity Acceleration | — | 22,746,896(4) | | Total | 4,500,000 | 24,321,896 | | Charles Collier | | | | Severance Payment | 14,625,000(2) | 5,118,750(3) | | Equity Acceleration | — | 62,512,346(4) | | Total | 14,625,000 | 67,631,096 | | Mustafa Ozgen | | | | Severance Payment | 5,475,000(2) | 1,916,250(3) | | Equity Acceleration | — | 7,567,358(4) | | Total | 5,475,000 | 9,483,608 | | Gidon Katz | | | | Severance Payment | 5,250,000(5) | 2,100,000(6) | | Equity Acceleration | — | 4,194,126(4) | | Total | 5,250,000 | 6,294,126 |

  127. Potential Payments on Termination or Change in Control

    | (1) All NEOs are subject to a better-after-tax provision whereby we would either pay such person (i) the full amount of their severance benefits or, alternatively, (ii) an amount of certain severance benefits otherwise payable to them such that the severance benefits will not be subject to the tax imposed by Section 4999 of the Code, whichever produces the better after-tax result for such NEO. |

  128. Potential Payments on Termination or Change in Control

    | (2) Under the Severance Benefit Plan, cash severance payments for a Non-Change in Control Termination consist of a lump-sum payment equal to the product of the applicable NEO’s then-current monthly TCT and the participant’s severance multiplier (12 months for Mr. Wood and nine months for the other applicable NEOs). This severance payment will be paid as soon as reasonably practicable following the release effective date (as defined in the Severance Benefit Plan) but in no event later than March 15 of the year following the year in which such termination was effective. |

  129. Potential Payments on Termination or Change in Control

    | (3) Under the Severance Benefit Plan, cash severance payments for a Change in Control Termination consist of a lump-sum payment equal to the product of the applicable NEO’s then-current monthly base salary and the participant’s severance multiplier (12 months for Mr. Wood and nine months for the other applicable NEOs). This severance payment will be paid as soon as reasonably practicable following the release effective date (as defined in the Severance Benefit Plan) but in no event later than March 15 of the year following the year in which such termination was effective. |

  130. Potential Payments on Termination or Change in Control

    | (4) In the event of a Change in Control Termination, any unvested portion of an equity award granted to an NEO under our equity incentive plans will vest in full effective as of the date of such NEO’s termination. As required by SEC rules, the estimated benefit amount of unvested stock options was calculated by multiplying the number of unvested stock options subject to acceleration held by the applicable NEO as of December 31, 2023 by the difference between the exercise price of the stock option and the closing price of our Class A common stock on December 29, 2023 ($91.66), and the estimated benefit amount of unvested RSUs was calculated by multiplying the number of unvested RSUs held by the applicable NEO as of December 31, 2023 by the closing price of our Class A common stock on December 29, 2023 ($91.66). |

  131. Potential Payments on Termination or Change in Control

    | 60 | Roku, Inc. 2024 Proxy Statement |

  132. Potential Payments on Termination or Change in Control

    | (5) Under the Employment Contract, the cash severance payment to Mr. Katz for a Non-Change in Control Termination consists of a lump-sum payment equal to his then-current monthly TCT multiplied by nine. This severance payment will be paid within 28 working days of the later of the date his employment is terminated and the date of receipt by the company of a copy of the duly signed Settlement Agreement (as defined in the Employment Contract). |

  133. Potential Payments on Termination or Change in Control

    | (6) Under the Employment Contract, the cash severance payment to Mr. Katz for a Change in Control Termination consists of a lump-sum payment equal to his then-current monthly base salary multiplied by nine. This severance payment will be paid within 28 working days of the later of the date his employment is terminated and the date of receipt by the company of a copy of the duly signed Settlement Agreement (as defined in the Employment Contract). |

  134. Potential Payments on Termination or Change in Control

    Mr. Louden’s Separation Arrangement Mr. Louden ceased serving as CFO effective May 1, 2023 and transitioned to an advisory role, after which his employment with us ended on August 4, 2023. During the transition period, Mr. Louden continued to receive the same salary he received as CFO, but was not granted any equity awards. Upon completion of the transition period, Mr. Louden received a lump sum payment in the amount of $6,075,000, which was equivalent to the payment he would have received pursuant to a Non-Change in Control Termination under the Severance Benefit Plan. Mr. Louden’s unvested equity awards were not accelerated. As required under the Severance Benefit Plan, Mr. Louden provided a general release of claims in favor of the company upon his departure.

  135. Pay Versus Performance

    Pay Versus Performance Below we provide disclosure regarding executive compensation for our CEO and non-CEO NEOs and our performance for the fiscal years listed below in accordance with the applicable SEC rules. For the most recently completed fiscal year and the fiscal years represented in the table, we did not use any “financial performance measures” as defined in the applicable SEC rules to link compensation paid to our NEOs to our performance. Accordingly, we have omitted the “company selected measure” and the tabular list of financial performance measures described in the applicable SEC rules. The amounts set forth below under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to Non-CEO NEOs” have been calculated in a manner consistent with the applicable SEC rules. Use of the term “compensation actually paid” (CAP) is required by the SEC’s rules, and, as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals for the fiscal years listed below.

  136. Pay Versus Performance

    | Fiscal Year(1) | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($) (in thousands) | | | | | | | TSR ($) | Peer Group TSR ($)(4) | | | 2023 | 20,218,958 | 46,504,701 | 9,439,261 | 24,541,372 | 68.45 | 166.70 | (709,561)(5) | | 2022 | 20,991,685 | (77,933,918) | 20,448,128 | 5,762,267 | 30.40 | 94.89 | (498,005) | | 2021 | 18,133,692 | (51,681,097) | 5,005,742 | (7,130,167) | 170.43 | 181.34 | 242,385 | | 2020 | 15,363,568 | 222,680,143 | 4,194,073 | 41,724,637 | 247.96 | 136.16 | (17,507) |

  137. Pay Versus Performance

    | (1) The CEO in each year was Anthony Wood. The non-CEO NEOs in 2023 were Dan Jedda, Charles Collier, Mustafa Ozgen, Gidon Katz, and Steve Louden. The non-CEO NEOs in 2022 were Steve Louden, Charles Collier, Gidon Katz, and Mustafa Ozgen. The non-CEO NEOs in 2021 and 2020 were Steve Louden, Stephen H. Kay, Mustafa Ozgen, and Scott Rosenberg. |

  138. Pay Versus Performance

    | Roku, Inc. 2024 Proxy Statement | 61 |

  139. Pay Versus Performance

    | (2) To determine the CAP to our CEO, the amounts reported in the Total column of the Summary Compensation Table for the applicable year were adjusted as follows: |

  140. Pay Versus Performance

    | | 2023($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total for CEO | 20,218,958 | 20,991,685 | 18,133,692 | 15,363,568 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (19,000,133) | (19,775,041) | (16,917,387) | (14,122,763) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 17,717,575 | 6,900,189 | 6,035,966 | 52,724,467 | | + Year over Year Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 15,286,287 | (58,312,566) | (69,472,019) | 158,286,976 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 4,802,620 | 2,732,858 | — | — | | + Year over Year 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 | 7,479,394 | (30,471,043) | 10,538,650 | 10,427,895 | | - 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 | — | — | — | — | | Compensation Actually Paid to CEO | 46,504,701 | (77,933,918) | (51,681,097) | 222,680,143 |

  141. Pay Versus Performance

    | * The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  142. Pay Versus Performance

    | (3) To determine the average CAP to our non-CEO NEOs, the amounts reported in the Total column of the Summary Compensation Table for the applicable year were adjusted as follows: |

  143. Pay Versus Performance

    | | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Average Summary Compensation Table Total for Non-CEO NEOs | 9,439,261 | 20,448,128 | 5,005,742 | 4,194,073 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (5,139,320) | (18,676,467) | (4,270,687) | (3,456,374) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 6,605,446 | 11,948,736 | 1,812,690 | 12,999,355 | | + Year over Year Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 10,487,559 | (5,741,438) | (11,647,173) | 25,810,598 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 781,615 | 1,067,751 | — | — | | + Year over Year 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 | 2,833,412 | (3,284,443) | 1,969,261 | 2,176,985 | | - 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 | (466,601) | — | — | — | | Average Compensation Actually Paid to Non-CEO NEOs | 24,541,372 | 5,762,267 | (7,130,167) | 41,724,637 |

  144. Pay Versus Performance

    | * The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  145. Pay Versus Performance

    | 62 | Roku, Inc. 2024 Proxy Statement |

  146. Pay Versus Performance

    | (4) Roku’s Total Shareholder Return (TSR) and the Peer Group TSR reflected in these columns for each year is calculated based on a fixed investment on December 31, 2019 of $100 through the end of the applicable year on the same cumulative basis as is used in Item 201(e) of Regulation S-K. Peer Group TSR reflects the cumulative TSR for our custom peer group used for purposes of the performance graph included in our Annual Report on Form 10-K filed with the SEC on February 16, 2024, consisting of Alphabet, Inc., Fox Corporation, fuboTV Inc., Interpublic Group of Companies, Inc., LiveRamp Holdings, Inc., Magnite, Inc., Meta Platforms, Inc., Netflix, Inc., Paramount Global, Pinterest, Inc., PubMatic, Inc., Snap, Inc., The Trade Desk, Inc., Vizio Holding Corp., The Walt Disney Company, and Warner Bros. Discovery, Inc. |

  147. Pay Versus Performance

    | (5) Net Income (Loss) for fiscal year 2023 includes restructuring charges of $356.1 million. |

  148. Pay Versus Performance

    Relationship Between CAP and Performance Measures The charts below illustrate the relationship between CAP to our CEO and our non-CEO NEOs (as calculated above), our TSR, our Peer Group TSR, and our net income (loss).

  149. Pay Versus Performance

    | Roku, Inc. 2024 Proxy Statement | 63 |

  150. Pay Ratio

    Pay Ratio Below we provide information about the relationship of the annual total compensation of our “median employee” and the annual total compensation of Anthony Wood, our CEO, during 2023. For 2023, our last completed fiscal year:

  151. Pay Ratio

    | • | The annual total compensation of our median employee (excluding our CEO) was $253,359; |

  152. Pay Ratio

    | • | The annual total compensation of our CEO was $20,218,958 (as reported in the Summary Compensation Table); and |

  153. Pay Ratio

    | • | The ratio of the annual total compensation of our CEO (as reported in the Summary Compensation Table) to the median employee’s annual total compensation was approximately 80:1. |

  154. Pay Ratio

    To determine the median employee of Roku, the methodology and the material assumptions, adjustments, and estimates that we used were as follows:

  155. Pay Ratio

    | • | We selected December 31, 2023 (our fiscal year end) as the date upon which we identified our employee population and median employee. |

  156. Pay Ratio

    | • | We determined that, as of December 31, 2023, our employee population consisted of 3,176 employees globally, including active full-time, part-time, and temporary employees (with such total employee population consisting of 2,441 U.S. employees and 735 international employees), of which 3,026 were considered in identifying the median employee. As permitted by SEC rules, we excluded all of our employees located in China (143 employees), Brazil (6 employees), and Belgium (1 employee). These 150 employees constituted approximately 4.7% of our total employee population. |

  157. Pay Ratio

    | • | We used the total compensation target of each employee, consisting of salary (including target commission, where applicable) and target equity award value, as a consistently applied measure to identify our median employee. In making this determination, we annualized the compensation of all newly hired employees during this period. For hourly employees, we used a reasonable estimate of hours worked multiplied by the employee’s hourly rate as a reasonable estimate of salary. |

  158. Pay Ratio

    The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  159. Pay Ratio

    | 64 | Roku, Inc. 2024 Proxy Statement |