DEF 14A of Roku, Inc, Apr 25, 2025

DEF 14A of Roku, Inc

Filed Apr 25, 2025 · FY20240001140361-25-015782

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. 2025 Proxy Statement |

  3. Nominees for Election at the 2025 Annual Meeting until the Annual Meeting of Stockholders in 2028

    Nominees for Election at the 2025 Annual Meeting until the Annual Meeting of Stockholders in 2028

  4. Nominees for Election at the 2025 Annual Meeting until the Annual Meeting of Stockholders in 2028

    | Jeffrey Blackburn | | | Independent Director Director since: June 2023 Age: 55 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 has served as director of DoorDash, Inc. since May 2024. He 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. |

  5. Nominees for Election at the 2025 Annual Meeting until the Annual Meeting of Stockholders in 2028

    | Gina Luna | | | Independent Director Director since: December 2020 Age: 52 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. She also previously 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. |

  6. Nominees for Election at the 2025 Annual Meeting until the Annual Meeting of Stockholders in 2028

    | Ray Rothrock | | | Independent Director Director since: August 2014 Age: 70 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. and has served as a director of Centrus Energy Corp. since June 2024. 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. |

  7. Nominees for Election at the 2025 Annual Meeting until the Annual Meeting of Stockholders in 2028

    | Roku, Inc. 2025 Proxy Statement | 9 |

  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 | | | Independent Director Director since: August 2011 Age: 60 Committees: Nominating and Corporate Governance (Chair) (effective June 11, 2025) | 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 January 2024. 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

    | Neil Hunt | | | Independent Director Director since: August 2017 Age: 63 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 2021, 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. |

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

    | Anthony Wood | | | CEO, President, and Chairman Director since: February 2008 Age: 59 | 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. |

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

    | 10 | Roku, Inc. 2025 Proxy Statement |

  13. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2027

    Directors Continuing in Office Until the Annual Meeting of Stockholders in 2027

  14. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2027

    | Mai Fyfield | | | Independent Director Director since: May 2018 Age: 55 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, and she was awarded a CBE in the 2025 UK New Year Honours list. 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. |

  15. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2027

    | Laurie Simon Hodrick | | | Independent Director Director since: December 2020 Age: 62 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. She previously served as a director of Andela, 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. |

  16. Compensation Committee

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

  17. Director Compensation

    Director Compensation We compensate our 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 evaluating 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), a national compensation consulting firm. After consultation with Compensia pursuant to this review process in 2024, including review of non-employee director compensation trends and data from companies that are in our executive officer compensation peer group, the Compensation Committee made the following change to our non-employee director compensation program for the fiscal year ending December 31, 2025: effective as of January 1, 2025, the target value of annual and initial non-employee director equity grants increased from $240,000 to $260,000. Our 2024 non-employee director compensation program is described in detail below.

  18. 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, 2024. 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.”

  19. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards(1) ($) | RSU Awards(1) ($) | Total ($) | | Ravi Ahuja | 57,000 | 122,312 | 117,621 | 296,933 | | Jeffrey Blackburn | 53,000 | 122,312 | 117,621 | 292,933 | | Mai Fyfield | 55,000 | 122,312 | 117,621 | 294,933 | | Jeffrey Hastings | 45,000 | 122,312 | 117,621 | 284,933 | | Laurie Simon Hodrick | 70,000 | 122,312 | 117,621 | 309,933 | | Neil Hunt | 53,000 | 122,312 | 117,621 | 292,933 | | Gina Luna | 55,000 | 122,312 | 117,621 | 294,933 | | Ray Rothrock | 70,000 | 122,312 | 117,621 | 309,933 |

  20. Non-Employee Director Compensation Table

    | (1) Amounts shown in this column do not reflect dollar amounts actually realized 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 2024, 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 14, 2025. 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 at the time of exercise. |

  21. Non-Employee Director Compensation Table

    | Roku, Inc. 2025 Proxy Statement | 19 |

  22. 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, 2024.

  23. Non-Employee Director Compensation Table

    | Name | Total Unvested RSUs Outstanding (#) | Total Option Awards Outstanding (#) | | Ravi Ahuja | 2,029 | 21,629 | | Jeffrey Blackburn | 2,029 | 5,924 | | Mai Fyfield | 2,029 | 12,836 | | Jeffrey Hastings | 2,029 | 21,629 | | Laurie Simon Hodrick | 2,029 | 11,081 | | Neil Hunt | 2,029 | 99,106 | | Gina Luna | 2,029 | 11,081 | | Ray Rothrock | 2,029 | 11,780 |

  24. Non-Employee Director Compensation Table

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

  25. Non-Employee Director Compensation Table

    | 20 | Roku, Inc. 2025 Proxy Statement |

  26. Election of Class II Directors

    Election of Class II 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:

  27. Election of Class II Directors

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

  28. Election of Class II Directors

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

  29. Election of Class II Directors

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

  30. Election of Class II Directors

    As noted above, Mr. Ahuja previously notified the Board of his intention to resign from the Board effective as of the date of the Annual Meeting. Upon Mr. Ahuja’s resignation, the size of the Board will be reduced from nine to eight directors. The terms of the Class II directors will expire at the Annual Meeting. The terms of the Class I and Class III directors will expire at the annual meetings of stockholders to be held in 2027 and 2026, respectively. Our Board proposes the election of Mr. Blackburn, Ms. Luna, and Mr. Rothrock at the Annual Meeting to serve as Class II directors for a three-year term expiring at the annual meeting of stockholders to be held in 2028 and until each such director’s successor is duly elected and qualified or until each such director’s earlier death, resignation, or removal. Mr. Blackburn, Ms. Luna, and Mr. Rothrock have agreed to stand for election as Class II 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’ broad range 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.

  31. Election of Class II Directors

    | Roku, Inc. 2025 Proxy Statement | 21 |

  32. 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, among other factors, 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.

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

    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 2024, our Compensation Committee retained Compensia 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 prepare an analysis reflecting cash and equity compensation levels 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 of our executive officers and employees, as requested by the Compensation Committee. Compensia provides no services to Roku, or its management, other than the services provided in Compensia’s capacity as the Compensation Committee’s independent consultant on executive compensation, equity compensation, non-employee director compensation, and related matters. 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.

  34. 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 reviewing and updating the peer group in March 2024, the Compensation Committee considered the inclusion of technology companies with annual revenues of between 0.5x to 2.0x of Roku’s prior 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 2024 compensation peer group comprised of the companies listed below. Changes to our peer group for 2024 included the addition of Dropbox, Inc. and Match Group, Inc. and the removal of Splunk Inc. (which was acquired in 2024).

  35. Competitive Positioning

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

  36. Competitive Positioning

    | 30 | Roku, Inc. 2025 Proxy Statement |

  37. Competitive Positioning

    When performing its NEO total compensation review during 2024, our Compensation Committee’s compensation assessment was informed by data drawn from the SEC filings of the peer group companies 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.

  38. Determining Total Compensation

    Determining Total Compensation In June and July 2024, our Compensation Committee conducted its annual review of our compensation philosophy and the total compensation of our NEOs. Following this review, the Compensation Committee made certain changes to elements of our NEOs’ compensation, as described in detail below, in alignment with our compensation philosophy. In making these determinations, the Compensation Committee reviewed the competitive market analysis referenced above, with assistance from Compensia, and used this analysis as one reference point in addition to other factors, including those previously identified, as well as the annual vesting value of previously granted equity awards, and our goal of retaining highly experienced, skilled, and knowledgeable NEOs. In 2024, for each NEO other than the CEO, the Compensation Committee maintained the same compensation mix of salary and equity awards at the same target percentages as set in 2023, with approximately 35% of total compensation paid in salary and approximately 65% of total compensation awarded in the form of equity awards. To further strengthen the alignment of the interests of our CEO and stockholders, the Compensation Committee changed the CEO’s compensation mix in 2024 by reducing the percentage of his total compensation paid in salary to 4% and determining that approximately 96% of his total compensation would be 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.

  39. 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. Ms. Pentland – Ms. Pentland’s annual salary was set at $2,625,000, 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 Our Executive Supplemental Stock Option Program (the Supplemental Option Program) allows certain 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 a target 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. In connection with the annual review of our CEO’s compensation described above, the Compensation Committee determined that our CEO will no longer be eligible to participate in the Supplemental Option Program, effective as of January 1, 2025. Prior to the end of 2023, Mr. Wood elected to reduce his calendar year 2024 base salary by $300,000, and Mr. Collier elected to reduce his calendar year 2024 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 (initially $25,000 for Mr. Wood and $83,333.33 for Mr. Collier) (the Monthly Stock Option Allocation Amount) 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 as in effect as of the date the elections were made (see “Equity Compensation” below for additional information regarding this factor)). Upon the reduction of Mr. Wood’s base salary to $1,000,000 (as described above), his Monthly Stock Option Allocation Amount for 2024 was automatically proportionally reduced to $20,833.33 effective as of August 2024, pursuant to the terms of the Supplemental Option Program. See also Notes 2 and 9 to “Executive Compensation—Summary Compensation Table” and Notes 3 and 7 to “Executive Compensation—Grants of Plan-Based Awards” below.

  40. 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. We believe our equity 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 two to three years of vesting in the future, such that they also serve as 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 target value of 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

  41. Equity Compensation

    | 32 | Roku, Inc. 2025 Proxy Statement |

  42. Equity Compensation

    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 2024 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 stock market. Our Compensation Committee has approved the use of the 28-calendar day average ending five trading days prior to the grant date for most equity awards as described above. 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 (the Equity Choice Program), after the Compensation Committee determines the appropriate target dollar value of 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 and Market Adjustment Equity Awards In June and July 2024, the Compensation Committee reviewed the total compensation of each NEO (other than Ms. Pentland, who had not yet joined Roku) and determined to grant a refresh equity award to each of Mr. Wood, Mr. Collier, Mr. Ozgen, and Mr. Katz. Mr. Jedda did not receive a refresh award in light of the continued vesting terms of his new hire equity award granted in 2023, but was granted a market adjustment award intended to better align his total compensation with competitive market levels. Mr. Collier was granted a transitional refresh award in light of the continued vesting terms of his new hire equity award granted in 2022. Mr. Collier’s transitional refresh award is intended to serve as a bridge from his initial new hire equity award to our standard three-year refresh award vesting schedule and does not begin vesting until 2027. Ms. Pentland joined Roku in July 2024 and received a new hire equity award as described in “New Hire Equity Award” below. For our CEO, the dollar value determination was made consistent with the philosophy that approximately 96% of our CEO’s total compensation should be received in the form of equity awards. 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 received in the form of equity awards. Based on each NEO’s selection under the Equity Choice Program, the Compensation Committee granted equity awards in August 2024 as set forth below. Refresh equity awards vest over three years, and the transitional refresh and market adjustment awards vest over one year (in each case, subject to continuous service with us as of the applicable vesting date). The refresh and market adjustment equity awards (other than Mr. Collier’s award) began vesting in September 2024 (for stock options) and November 2024 (for RSUs) to help ensure that our NEOs’ total compensation is market competitive.

  43. Equity Compensation

    | Name | Type of Award | Dollar Value of Equity Award ($) | Shares Subject to Stock Options (#)(1) | RSUs (#)(2) | | Anthony Wood | Refresh | 23,000,000 | 710,882(3) | — | | Dan Jedda | Market Adjustment | 975,000 | — | 16,742(4) | | Charlie Collier | Transitional Refresh | 3,802,500 | — | 65,293(5) | | Mustafa Ozgen | Refresh | 4,745,000 | — | 81,477(6) | | Gidon Katz | Refresh | 4,550,000 | — | 78,128(6) |

  44. Equity Compensation

    | (1) The number of shares subject to stock options was determined by dividing the target value of 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). |

  45. Equity Compensation

    | Roku, Inc. 2025 Proxy Statement | 33 |

  46. Equity Compensation

    | (2) The number of RSUs was determined by dividing the target value of 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. |

  47. Equity Compensation

    | (3) Vests in 36 substantially equal monthly installments beginning on September 1, 2024. |

  48. Equity Compensation

    | (4) Vests in four substantially equal quarterly installments beginning on November 15, 2024. |

  49. Equity Compensation

    | (5) Vests in two substantially equal quarterly installments beginning on March 1, 2027. |

  50. Equity Compensation

    | (6) Vests in 12 substantially equal quarterly installments beginning on November 15, 2024. |

  51. Equity Compensation

    New Hire Equity Award The Compensation Committee determined it would grant Ms. Pentland, who joined Roku in July 2024, a new hire equity award vesting over two years (subject to continuous service with us as of each vesting date) with the target value of such award set forth in the table below. Consistent with our philosophy, the Compensation Committee evaluated Ms. Pentland’s market opportunities and determined that the target value of her new hire equity award was competitively necessary to provide a total compensation amount that would induce her to join Roku. Based on Ms. Pentland’s selection under the Equity Choice Program, the Compensation Committee granted the equity award as set forth below.

  52. Equity Compensation

    | Name | Dollar Value of Equity Award ($) | Shares Subject to Stock Options (#) | RSUs (#)(1) | | Louise Pentland | 9,750,000 | — | 167,562(2) |

  53. Equity Compensation

    | (1) The number of RSUs was determined by dividing the target value of 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. |

  54. Equity Compensation

    | (2) Granted on September 3, 2024 and vests in eight substantially equal quarterly installments beginning on November 15, 2024. |

  55. Equity Compensation

    Discontinuation of CEO Mandatory Monthly Option Program In July 2024, the Compensation Committee determined not to continue the CEO Mandatory Monthly Option Program in light of the other changes to Mr. Wood’s compensation mix as described above. Pursuant to the CEO Mandatory Monthly Option Program, the Compensation Committee had previously approved the monthly grant of vested stock options to Mr. Wood beginning in September 2022 in order to reflect Mr. Wood’s increased total target compensation while still maintaining an important link to shareholder value. See Notes 3, 5, and 6 to “Executive Compensation—Summary Compensation Table” and Note 4 to “Executive Compensation—Grants of Plan-Based Awards” below for information regarding stock options granted pursuant to the CEO Mandatory Monthly Option Program.

  56. 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. Collier, Mr. Ozgen, Ms. Pentland and Mr. Katz were set forth in written employment terms agreements or offer letters, which were approved by our Compensation Committee. We believe these agreements and offer letters 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, has not entered into an employment agreement or offer letter with Roku. Each of our NEOs has executed our standard Employee Proprietary Information and Inventions Assignment Agreement. Each of our currently employed NEOs is an “at will” employee and may be terminated at any time, with or without cause. Each of our currently employed NEOs 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. For a summary of the material terms of the change in control and severance agreements 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 agreement with Roku DX UK Ltd. (a wholly owned subsidiary of Roku), which was originally entered into in connection with Mr. Katz’s relocation from the United States to the United Kingdom in 2023, Mr. Katz became entitled to certain severance benefits in connection with his separation from Roku effective April 15, 2025. For a summary of the material terms of Mr. Katz’s severance benefits, see “Executive Compensation—Potential Payments on Termination or Change in Control” below.

  57. Equity Grant Practices

    Equity Grant Practices Our Compensation Committee grants annual refresh, market adjustment, and promotion equity awards under the 2017 Plan at approximately the same time every year during our annual compensation review cycle, generally in August. In addition, our Compensation Committee has delegated authority to an equity award committee comprised of our CEO and our CFO, either of whom has the authority to grant new hire equity awards and off-cycle promotion and market adjustment equity awards to our employees (other than to our Section 16 officers or other executives who report directly to the CEO) under the 2017 Plan, as set forth in an equity grant policy. 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. New hire, market adjustment, and promotion equity awards for our Section 16 officers and other executives who report directly to the CEO are granted only by the Compensation Committee during an open trading window. While most employees are granted RSUs, employees in eligible countries at the stock level of Vice President and above may be granted stock options at their election (see “Equity Choice Program” above for a description of this program as it applies to NEOs). In addition, the Supplemental Option Program (see “Executive Supplemental Option Program” above) allows certain 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 monthly stock option grant under the Supplemental Option Program must be made on the first trading day of the month; provided that, if such date occurs within the “Filing Period”

  58. Equity Grant Practices

    | Roku, Inc. 2025 Proxy Statement | 35 |

  59. Equity Grant Practices

    (defined below), then the grant date will be the first trading day following expiration of the Filing Period in the applicable month. The “Filing Period” is the period starting four business days before and ending one business day after Roku (i) files a periodic report on a Form 10-K or a Form 10-Q or (ii) files or furnishes a current report on a Form 8-K that discloses material nonpublic information (including earnings information), other than a current report on Form 8-K disclosing a material new stock option grant award under Item 5.02(e). We do not grant equity awards in anticipation of the disclosure of material nonpublic information nor do we time the disclosure of material nonpublic information for the purpose of affecting the value of equity compensation. In addition, we do not take material nonpublic information into account when determining equity award grant dates, including stock option grant dates, or the terms of such awards. As described above, the Compensation Committee has historically granted awards on a predetermined schedule and awards granted by the equity award committee are subject to pre-established guidelines.

  60. Clawback Policy

    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).

  61. Compensation Risk Assessment

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

  62. Compensation Risk Assessment

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

  63. Compensation Risk Assessment

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

  64. Compensation Risk Assessment

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

  65. 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. |

  66. 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, 2024, 2023, and 2022. The amounts shown in the “Total” column of the table do not reflect amounts actually received by our NEOs.

  67. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | All Other Compensation ($) | Total ($) | | Anthony Wood Chief Executive Officer, President, and Chairman | 2024 | 1,118,579(2) | — | — | 26,560,419(3) | 18,848(4) | 27,697,846 | | | 2023 | 1,200,000(2) | — | 7,574,982 | 11,425,151(5) | 18,825(4) | 20,218,958 | | | 2022 | 1,200,000(2) | — | — | 19,775,041(6) | 16,644(4) | 20,991,685 | | Dan Jedda Chief Financial Officer | 2024 | 2,353,893 | — | 980,746 | — | 18,848(4) | 3,353,487 | | | 2023 | 1,373,077 | — | 16,605,834(7) | — | 60,969(8) | 18,039,880 | | Charlie Collier President, Roku Media | 2024 | 6,825,000(9) | — | 3,824,864 | — | 18,848(4) | 10,668,712 | | | 2023 | 6,825,000(9) | — | — | — | 18,825(4) | 6,843,825 | | | 2022 | 1,075,000 | — | 23,279,331(10) | 28,925,320(10) | 25,245(11) | 53,304,896 | | Mustafa Ozgen President, Devices, Products, and Technology | 2024 | 2,555,000 | — | 4,772,923 | — | 18,848(4) | 7,346,771 | | | 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 | | Louise Pentland SVP and General Counsel | 2024 | 1,161,885 | 300,000(12) | 10,928,394(13) | — | 9,424(4) | 12,399,703 | | Gidon Katz Former SVP, Platform Products and User Experience | 2024 | 2,800,000 | — | 4,576,738 | — | 13,283(4) | 7,390,021 | | | 2023 | 2,800,000 | — | — | 4,597,832 | 15,960(4) | 7,413,792 | | | 2022 | 2,746,154 | — | 10,587,295(14) | — | 17,069(4) | 13,350,518 |

  68. Summary Compensation Table

    | (1) Amounts shown in these columns do not reflect dollar amounts actually realized 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 in our Annual Report on Form 10-K filed with the SEC on February 14, 2025. 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. Such RSU and stock option grants are also reflected in the “Grants of Plan-Based Awards” table below. |

  69. 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.

  70. Summary Compensation Table

    | (2) Pursuant to the Supplemental Option Program, Mr. Wood elected to forego $300,000, $600,000, and $1,000,000 of this amount (the Stock Option Allocation Amount) during 2024, 2023, and 2022, respectively, in exchange for monthly grants of vested stock options at an intended valuation equal to the amount of such foregone salary. In 2024, upon the reduction of Mr. Wood’s base salary to $1,000,000 effective as of August 2024, his Stock Option Allocation Amount for 2024 was automatically proportionally reduced to $250,000, pursuant to the terms of the Supplemental Option Program. See “Compensation Discussion and Analysis—Determining Total Compensation” above for further information. Such stock option grants are reflected in the “Grants of Plan-Based Awards” table below. |

  71. Summary Compensation Table

    | (3) Reflects the aggregate grant date fair values of Mr. Wood’s refresh equity award granted on August 16, 2024 as well as eight monthly awards granted pursuant to the CEO Mandatory Monthly Option Program. |

  72. Summary Compensation Table

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

  73. Summary Compensation Table

    | (5) 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. |

  74. Summary Compensation Table

    | (6) 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. |

  75. Summary Compensation Table

    | Roku, Inc. 2025 Proxy Statement | 39 |

  76. Summary Compensation Table

    | (7) Reflects the grant date fair value 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. |

  77. Summary Compensation Table

    | (8) Reflects medical and life insurance premiums paid on behalf of Mr. Jedda, as well as a one-time relocation payment of $50,000. |

  78. Summary Compensation Table

    | (9) Pursuant to the Supplemental Option Program, Mr. Collier elected to forego $1,000,000 of this amount in each of 2023 and 2024 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. |

  79. Summary Compensation Table

    | (10) 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. |

  80. Summary Compensation Table

    | (11) Reflects 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. |

  81. Summary Compensation Table

    | (12) Reflects a one-time sign-on payment made pursuant to Ms. Pentland’s offer letter. |

  82. Summary Compensation Table

    | (13) Reflects the grant date fair value of Ms. Pentland’s new hire equity award made in connection with her joining Roku in July 2024 and represents two years of award vesting. |

  83. Summary Compensation Table

    | (14) 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. |

  84. Summary Compensation Table

    | 40 | Roku, Inc. 2025 Proxy Statement |

  85. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table provides information regarding grants of plan-based awards to our NEOs for the year ended December 31, 2024.

  86. Grants of Plan-Based Awards in 2024

    | 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 | 8/16/2024 | — | 710,882(2) | 58.58 | 24,652,890 | | | 1/2/2024 | — | 1,180(3) | 89.00 | 59,410 | | | 1/2/2024 | — | 4,719(4) | 89.00 | 237,590 | | | 2/1/2024 | — | 507(3) | 88.65 | 25,255 | | | 2/1/2024 | — | 4,737(4) | 88.65 | 235,964 | | | 3/1/2024 | — | 711(3) | 63.35 | 25,594 | | | 3/1/2024 | — | 6,629(4) | 63.35 | 238,621 | | | 4/1/2024 | — | 701(3) | 64.19 | 25,615 | | | 4/1/2024 | — | 6,543(4) | 64.19 | 239,087 | | | 5/1/2024 | — | 761(3) | 59.13 | 25,817 | | | 5/7/2024 | — | 6,983(4) | 60.14 | 240,242 | | | 6/3/2024 | — | 776(3) | 57.94 | 25,616 | | | 6/3/2024 | — | 7,248(4) | 57.94 | 239,256 | | | 7/1/2024 | — | 721(3) | 62.47 | 25,746 | | | 7/1/2024 | — | 6,723(4) | 62.47 | 240,071 | | | 8/6/2024 | — | 848(3) | 53.03 | 25,343 | | | 8/6/2024 | — | 7,920(4) | 53.03 | 236,696 | | | 9/3/2024 | — | 575(3) | 65.22 | 21,082 | | | 10/1/2024 | — | 505(3) | 74.34 | 20,961 | | | 11/4/2024 | — | 558(3) | 67.18 | 21,217 | | | 12/2/2024 | — | 486(3) | 77.05 | 21,111 | | Dan Jedda | 8/16/2024 | 16,742(5) | — | — | 980,746 | | Charlie Collier | 8/16/2024 | 65,293(6) | — | — | 3,824,864 | | | 1/2/2024 | — | 1,966(7) | 89.00 | 98,983 | | | 2/1/2024 | — | 1,692(7) | 88.65 | 84,284 | | | 3/1/2024 | — | 2,367(7) | 63.35 | 85,204 | | | 4/1/2024 | — | 2,337(7) | 64.19 | 85,396 | | | 5/1/2024 | — | 2,537(7) | 59.13 | 86,066 | | | 6/3/2024 | — | 2,589(7) | 57.94 | 85,463 | | | 7/1/2024 | — | 2,401(7) | 62.47 | 85,737 | | | 8/6/2024 | — | 2,829(7) | 53.03 | 84,547 | | | 9/3/2024 | — | 2,300(7) | 65.22 | 84,327 | | | 10/1/2024 | — | 2,017(7) | 74.34 | 83,720 | | | 11/4/2024 | — | 2,233(7) | 67.18 | 84,904 | | | 12/2/2024 | — | 1,947(7) | 77.05 | 84,575 | | Mustafa Ozgen | 8/16/2024 | 81,477(8) | — | — | 4,772,923 | | Louise Pentland | 9/3/2024 | 167,562(9) | — | — | 10,928,394 | | Gidon Katz | 8/16/2024 | 78,128(8) | — | — | 4,576,738 |

  87. Grants of Plan-Based Awards in 2024

    Notes: Each vesting schedule described below is subject to the NEO’s continuous service with us as of each vesting date.

  88. Grants of Plan-Based Awards in 2024

    | (1) Amounts shown in this column do not reflect dollar amounts actually realized 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. |

  89. Grants of Plan-Based Awards in 2024

    | Roku, Inc. 2025 Proxy Statement | 41 |

  90. Grants of Plan-Based Awards in 2024

    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 14, 2025. 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 2024

    | (2) Vests in 36 substantially equal monthly installments beginning on the vesting commencement date of September 1, 2024. |

  92. Grants of Plan-Based Awards in 2024

    | (3) 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. |

  93. Grants of Plan-Based Awards in 2024

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

  94. Grants of Plan-Based Awards in 2024

    | (5) Vests in four substantially equal quarterly installments beginning on the vesting commencement date of November 15, 2024. |

  95. Grants of Plan-Based Awards in 2024

    | (6) Vests in two substantially equal quarterly installments beginning on the vesting commencement date of March 1, 2027. |

  96. Grants of Plan-Based Awards in 2024

    | (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 9 to the Summary Compensation Table above. |

  97. Grants of Plan-Based Awards in 2024

    | (8) Vests in 12 substantially equal quarterly installments beginning on the vesting commencement date of November 15, 2024. |

  98. Grants of Plan-Based Awards in 2024

    | (9) Vests in eight substantially equal quarterly installments beginning on the vesting commencement date of November 15, 2024 |

  99. Grants of Plan-Based Awards in 2024

    | 42 | Roku, Inc. 2025 Proxy Statement |

  100. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table provides information regarding outstanding equity awards held by our NEOs as of December 31, 2024.

  101. Outstanding Equity Awards as of December 31, 2024

    | | | | 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 | 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 | 256,934 | — | 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 | 39,610 | 79,220(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 | — | — | | | 8/1/2022 | 8/1/2022 | 3,255(1) | — | 71.69 | 7/31/2032 | — | — | | | 8/19/2022 | 9/1/2022 | 344,449 | 98,415(3) | 74.15 | 8/18/2032 | — | — |

  102. Outstanding Equity Awards as of December 31, 2024

    | Roku, Inc. 2025 Proxy Statement | 43 |

  103. Outstanding Equity Awards as of December 31, 2024

    | | | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | 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 | 74,498 | 104,298(3) | 76.26 | 9/14/2033 | — | — | | | 9/15/2023 | 11/15/2023 | — | — | — | — | 57,944(5) | 4,307,557 | | | 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 | — | — | | | 1/2/2024 | 1/2/2024 | 1,180(1) | — | 89.00 | 1/1/2034 | — | — | | | 1/2/2024 | 1/2/2024 | 4,719(4) | — | 89.00 | 1/1/2034 | — | — | | | 2/1/2024 | 2/1/2024 | 507(1) | — | 88.65 | 1/31/2034 | — | — | | | 2/1/2024 | 2/1/2024 | 4,737(4) | — | 88.65 | 1/31/2034 | — | — | | | 3/1/2024 | 3/1/2024 | 711(1) | — | 63.35 | 2/28/2034 | — | — | | | 3/1/2024 | 3/1/2024 | 6,629(4) | — | 63.35 | 2/28/2034 | — | — | | | 4/1/2024 | 4/1/2024 | 701(1) | — | 64.19 | 3/31/2034 | — | — | | | 4/1/2024 | 4/1/2024 | 6,543(4) | — | 64.19 | 3/31/2034 | — | — | | | 5/1/2024 | 5/1/2024 | 761(1) | — | 59.13 | 4/30/2034 | — | — | | | 5/7/2024 | 5/7/2024 | 6,983(4) | — | 60.14 | 5/6/2034 | — | — | | | 6/3/2024 | 6/3/2024 | 776(1) | — | 57.94 | 6/2/2034 | — | — | | | 6/3/2024 | 6/3/2024 | 7,248(4) | — | 57.94 | 6/2/2034 | — | — | | | 7/1/2024 | 7/1/2024 | 721(1) | — | 62.47 | 6/30/2034 | — | — | | | 7/1/2024 | 7/1/2024 | 6,723(4) | — | 62.47 | 6/30/2034 | — | — | | | 8/6/2024 | 8/6/2024 | 848(1) | — | 53.03 | 8/5/2034 | — | — | | | 8/6/2024 | 8/6/2024 | 7,920(4) | — | 53.03 | 8/5/2034 | — | — |

  104. Outstanding Equity Awards as of December 31, 2024

    | 44 | Roku, Inc. 2025 Proxy Statement |

  105. Outstanding Equity Awards as of December 31, 2024

    | | | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | 8/16/2024 | 9/1/2024 | 78,986 | 631,896(3) | 58.58 | 8/15/2034 | — | — | | | 9/3/2024 | 9/3/2024 | 575(1) | — | 65.22 | 9/2/2034 | — | — | | | 10/1/2024 | 10/1/2024 | 505(1) | — | 74.34 | 9/30/2034 | — | — | | | 11/4/2024 | 11/4/2024 | 558(1) | — | 67.18 | 11/3/2034 | — | — | | | 12/2/2024 | 12/2/2024 | 486(1) | — | 77.05 | 12/1/2034 | — | — | | Dan Jedda | 6/1/2023 | 9/1/2023 | — | — | — | — | 177,262(6) | 13,177,657 | | | 8/16/2024 | 11/15/2024 | — | — | — | — | 12,557(7) | 933,487 | | Charlie Collier | 11/4/2022 | 12/4/2022 | 513,445 | 472,371(8) | 49.59 | 11/3/2032 | — | — | | | 11/4/2022 | 3/1/2023 | — | — | — | — | 234,718(6) | 17,448,936 | | | 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 | — | — | | | 1/2/2024 | 1/2/2024 | 1,966(1) | — | 89.00 | 1/1/2034 | — | — | | | 2/1/2024 | 2/1/2024 | 1,692(1) | — | 88.65 | 1/31/2034 | — | — | | | 3/1/2024 | 3/1/2024 | 2,367(1) | — | 63.35 | 2/28/2034 | — | — | | | 4/1/2024 | 4/1/2024 | 2,337(1) | — | 64.19 | 3/31/2034 | — | — | | | 5/1/2024 | 5/1/2024 | 2,537(1) | — | 59.13 | 4/30/2034 | — | — | | | 6/3/2024 | 6/3/2024 | 2,589(1) | — | 57.94 | 6/2/2034 | — | — | | | 7/1/2024 | 7/1/2024 | 2,401(1) | — | 62.47 | 6/30/2034 | — | — | | | 8/6/2024 | 8/6/2024 | 2,829(1) | — | 53.03 | 8/5/2034 | — | — | | | 8/16/2024 | 3/1/2027 | — | — | — | — | 65,293(9) | 4,853,882 | | | 9/3/2024 | 9/3/2024 | 2,300(1) | — | 65.22 | 9/2/2034 | — | — | | | 10/1/2024 | 10/1/2024 | 2,017(1) | — | 74.34 | 9/30/2034 | — | — | | | 11/4/2024 | 11/4/2024 | 2,233(1) | — | 67.18 | 11/3/2034 | — | — | | | 12/2/2024 | 12/2/2024 | 1,947(1) | — | 77.05 | 12/1/2034 | — | — | | Mustafa Ozgen | 8/17/2020 | 4/1/2023 | 57,589 | — | 145.71 | 8/16/2030 | — | — | | | 8/16/2021 | 4/1/2024 | 21,723 | 7,242(2) | 356.58 | 8/15/2031 | — | — | | | 8/19/2022 | 9/1/2022 | — | — | — | — | 9,518(5) | 707,568 | | | 9/15/2023 | 11/15/2023 | — | — | — | — | 34,368(5) | 2,554,917 | | | 8/16/2024 | 11/15/2024 | — | — | — | — | 74,688(5) | 5,552,306 | | Louise Pentland | 9/3/2024 | 11/15/2024 | — | — | — | — | 146,617(10) | 10,899,508 | | Gidon Katz | 3/1/2022 | 6/1/2022 | — | — | — | — | 16,720(6) | 1,242,965 | | | 9/15/2023 | 10/1/2023 | 42,370 | 59,320(3) | 76.26 | 9/14/2033 | — | — | | | 8/16/2024 | 11/15/2024 | — | — | — | — | 71,618(5) | 5,324,082 |

  106. Outstanding Equity Awards as of December 31, 2024

    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 $73.34, the closing price of our Class A common stock on December 31, 2024 (the last trading day of our fiscal year), as required by SEC rules.

  107. Outstanding Equity Awards as of December 31, 2024

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

  108. Outstanding Equity Awards as of December 31, 2024

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

  109. Outstanding Equity Awards as of December 31, 2024

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

  110. Outstanding Equity Awards as of December 31, 2024

    | Roku, Inc. 2025 Proxy Statement | 45 |

  111. Outstanding Equity Awards as of December 31, 2024

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

  112. Outstanding Equity Awards as of December 31, 2024

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

  113. Outstanding Equity Awards as of December 31, 2024

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

  114. Outstanding Equity Awards as of December 31, 2024

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

  115. Outstanding Equity Awards as of December 31, 2024

    | (8) Vests in 48 substantially equal monthly installments beginning on the vesting commencement date. |

  116. Outstanding Equity Awards as of December 31, 2024

    | (9) Vests in two substantially equal quarterly installments beginning on the vesting commencement date. |

  117. Outstanding Equity Awards as of December 31, 2024

    | (10) Vests in eight substantially equal quarterly installments beginning on the vesting commencement date. |

  118. Stock Option Exercises and Stock Vested in 2024

    Stock Option Exercises and Stock Vested in 2024 The following table provides information regarding our NEOs’ stock option exercises and RSUs vested during the year ended December 31, 2024.

  119. Stock Option Exercises and Stock Vested in 2024

    | | 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 | 136,276 | 1,146,081 | 33,110 | 2,113,909 | | Dan Jedda | — | — | 75,089 | 4,815,087 | | Charlie Collier | — | — | 117,359 | 7,492,786 | | Mustafa Ozgen | — | — | 45,462 | 2,936,636 | | Louise Pentland | — | — | 20,945 | 1,442,482 | | Gidon Katz | — | — | 19,886 | 1,302,334 |

  120. Stock Option Exercises and Stock Vested in 2024

    | (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 multiplied by the number of shares exercised. The value realized was determined without considering any taxes that may have been owed. |

  121. Stock Option Exercises and Stock Vested in 2024

    | (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. |

  122. 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.

  123. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control Each currently employed NEO 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.” Ms. Pentland’s offer letter (filed as Exhibit 10.2 to our Quarterly Report on Form 10-K filed with the SEC on August 2, 2024) also provides for certain modifications to her participation in the Severance Benefit Plan, including a modified definition of “good reason.” The severance benefits described in Mr. Katz’s employment agreement align closely with the terms in our Severance Benefit Plan applicable to our other non-CEO NEOs, as described below.

  124. Potential Payments on Termination or Change in Control

    | 46 | Roku, Inc. 2025 Proxy Statement |

  125. Potential Payments on Termination or Change in Control

    Under our Severance Benefit Plan:

  126. Potential Payments on Termination or Change in Control

    | • | In the event of an NEO’s termination without “cause” or such executive’s resignation for “good reason,” 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) (in each case, as defined in the Severance Benefit Plan or modified by an applicable offer letter) 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. |

  127. Potential Payments on Termination or Change in Control

    | • | In the event of an NEO’s termination of employment without “cause” or such executive’s resignation for “good reason,” in each case occurring on or within the 12 months following a “change in control” (each, as defined in the Severance Benefit Plan or modified by an applicable offer letter), then in lieu of the foregoing, our CEO will be entitled to receive a lump-sum cash payment equal to 12 months of the CEO’s monthly base salary 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. |

  128. 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 favor of Roku in substantially the form provided in the Severance Benefit Plan. |

  129. 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. Katz (whose employment with us ended on April 15, 2025), 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, 2024. Mr. Katz’s actual severance payment is described below.

  130. Potential Payments on Termination or Change in Control

    | Name(1) | Non-Change in Control Termination ($) | Change in Control Termination ($) | | Anthony Wood | | | | Severance Payment | 24,000,000(2) | 1,000,000(3) | | Equity Acceleration | — | 14,284,937(4) | | Total | 24,000,000 | 15,284,937 | | Dan Jedda | | | | Severance Payment | 5,625,000(2) | 1,968,750(3) | | Equity Acceleration | — | 14,111,144(4) | | Total | 5,625,000 | 16,079,894 | | Charlie Collier | | | | Severance Payment | 14,625,000(2) | 5,118,750(3) | | Equity Acceleration | — | 33,994,000(4) | | Total | 14,625,000 | 39,112,750 | | Mustafa Ozgen | | | | Severance Payment | 5,475,000(2) | 1,916,250(3) | | Equity Acceleration | — | 8,814,791(4) | | Total | 5,475,000 | 10,731,041 | | Louise Pentland | | | | Severance Payment | 5,625,000(2) | 1,968,750(3) | | Equity Acceleration | — | 10,899,508(4) | | Total | 5,625,000 | 12,868,258 |

  131. Potential Payments on Termination or Change in Control

    | (1) All NEOs are subject to a better-after-tax provision whereby in the event of qualifying termination following a change in control 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. |

  132. Potential Payments on Termination or Change in Control

    | Roku, Inc. 2025 Proxy Statement | 47 |

  133. 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. |

  134. 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. |

  135. 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, 2024 by the difference between the exercise price of the stock option and the closing price of our Class A common stock on December 31, 2024 ($74.34), 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, 2024 by the closing price of our Class A common stock on December 31, 2024 ($74.34). |

  136. Potential Payments on Termination or Change in Control

    Mr. Katz’s Separation Arrangement Mr. Katz’s employment with us ended on April 15, 2025. Under Mr. Katz’s employment agreement, the cash severance payment to Mr. Katz for a Non-Change in Control Termination consisted of a lump-sum payment in the amount of $5,250,000 (equal to his monthly TCT multiplied by nine). Mr. Katz’s severance payment will be paid on the next available payroll date following the date of receipt by Roku of a duly signed settlement and release agreement.

  137. 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.

  138. 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) | | | 2024 | 27,697,846 | 57,801,785 | 8,231,739 | 3,300,463 | 55.52 | 242.69 | (129,386) | | 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) |

  139. Pay Versus Performance

    | (1) The CEO in each year was Anthony Wood. The non-CEO NEOs in 2024 were Dan Jedda, Charlie Collier, Mustafa Ozgen, Louise Pentland, and Gidon Katz. The non-CEO NEOs in 2023 were Dan Jedda, Charlie Collier, Mustafa Ozgen, Gidon Katz, and Steve Louden. The non-CEO NEOs in 2022 were Steve Louden, Charlie 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. |

  140. Pay Versus Performance

    | 48 | Roku, Inc. 2025 Proxy Statement |

  141. 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: |

  142. Pay Versus Performance

    | | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Summary Compensation Table Total for CEO | 27,697,846 | 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 | (26,560,419) | (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 | 64,067,424 | 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 | (5,077,940) | 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 | 5,331,267 | 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 | (7,656,393) | 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 | 57,801,785 | 46,504,701 | (77,933,918) | (51,681,097) | 222,680,143 |

  143. Pay Versus Performance

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

  144. 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: |

  145. Pay Versus Performance

    | Roku, Inc. 2025 Proxy Statement | 49 |

  146. Pay Versus Performance

    | | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Average Summary Compensation Table Total for Non-CEO NEOs | 8,231,739 | 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 | (5,016,733) | (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 | 5,512,653 | 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 | (3,442,360) | 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 | 529,321 | 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 | (2,514,157) | 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 | 3,300,463 | 24,541,372 | 5,762,267 | (7,130,167) | 41,724,637 |

  147. Pay Versus Performance

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

  148. 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 14, 2025, 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. Vizio Holding Corp. was acquired in 2024 and is included in the Peer Group TSR through the last trade date. |

  149. Pay Versus Performance

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

  150. Pay Versus Performance

    | 50 | Roku, Inc. 2025 Proxy Statement |

  151. 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).

  152. 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 2024. For 2024, our last completed fiscal year:

  153. Pay Ratio

    | • | The annual total compensation of our median employee (excluding our CEO) was $255,499; |

  154. Pay Ratio

    | • | The annual total compensation of our CEO was $27,697,846 (as reported in the Summary Compensation Table); and |

  155. 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 108:1. |

  156. Pay Ratio

    The pay ratio disclosure rules permit companies to identify the median compensated employee once every three years unless there has been a material change in employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure. For 2024, we used the same median employee who was identified in 2023 as we do not believe we have experienced any material changes in our employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure. 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.

  157. Pay Ratio

    | Roku, Inc. 2025 Proxy Statement | 51 |