DEF 14A of Roku, Inc, Apr 24, 2026

DEF 14A of Roku, Inc

Filed Apr 24, 2026 · FY20250001140361-26-016715

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 Governance Committee and our Board to determine that he or she should serve as one of our directors.

  2. Director Biographies

    | 8 | Roku, Inc. 2026 Proxy Statement |

  3. Nominees for Election at the 2026 Annual Meeting until the Annual Meeting of Stockholders in 2029

    Nominees for Election at the 2026 Annual Meeting until the Annual Meeting of Stockholders in 2029

  4. Nominees for Election at the 2026 Annual Meeting until the Annual Meeting of Stockholders in 2029

    | Jeffrey Hastings | | | Independent Director Director since: August 2011 Age: 61 Committees: Governance (Chair) | 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. |

  5. Nominees for Election at the 2026 Annual Meeting until the Annual Meeting of Stockholders in 2029

    | Neil Hunt | | | Independent Director Director since: August 2017 Age: 64 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. |

  6. Nominees for Election at the 2026 Annual Meeting until the Annual Meeting of Stockholders in 2029

    | Anthony Wood | | | CEO, President, and Chairman Director since: February 2008 Age: 60 | 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. Before 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. |

  7. Nominees for Election at the 2026 Annual Meeting until the Annual Meeting of Stockholders in 2029

    | Roku, Inc. 2026 Proxy Statement | 9 |

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

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

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

    | Mai Fyfield | | | Independent Director Director since: May 2018 Age: 56 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 appointed a Commander of the Order of the British Empire (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. |

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

    | Laurie Simon Hodrick | | | Independent Director Director since: December 2020 Age: 63 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. |

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

    | 10 | Roku, Inc. 2026 Proxy Statement |

  12. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2028

    Directors Continuing in Office Until the Annual Meeting of Stockholders in 2028

  13. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2028

    | Jeffrey Blackburn | | | Independent Director Director since: June 2023 Age: 56 Committees: Compensation | Mr. Blackburn has served as Chairman and CEO of Tennis Channel since May 2025. Mr. Blackburn previously 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 and StubHub Holdings, Inc. since September 2025. He holds an M.B.A. from Stanford Business School and an A.B. in economics from Dartmouth College. Mr. Blackburn was selected to serve on our Board because of his extensive experience in the digital media and technology industries. |

  14. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2028

    | Gina Luna | | | Independent Director Director since: December 2020 Age: 53 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. |

  15. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2028

    | Ray Rothrock | | | Independent Director Director since: August 2014 Age: 71 Committees: Compensation (Chair); 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. |

  16. Directors Continuing in Office Until the Annual Meeting of Stockholders in 2028

    | Roku, Inc. 2026 Proxy Statement | 11 |

  17. Compensation Committee

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

  18. Director Compensation

    Director Compensation We compensate our non-employee directors for their Board service with a combination of cash and equity awards, the amounts of which are commensurate with their roles and involvement. In setting director compensation, we consider the amount of time our directors expend in fulfilling their duties, the skill level required of members of our Board, and peer company practices. Mr. Wood, our CEO, does not receive additional compensation for his service as a director. The Compensation Committee, which is composed 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, including review of non-employee director compensation trends and data from companies that are in our executive officer compensation peer group, in 2024, the Compensation Committee recommended, and the Board approved, the following change to our non-employee director compensation program for the year ended 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. Following a similar review process in 2025, the Compensation Committee and the Board determined not to make any changes to our non-employee director compensation program for the year ending December 31, 2026. Our 2025 non-employee director compensation program is described in detail below.

  19. 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, 2025. 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 in “Executive Compensation—Summary Compensation Table.”

  20. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards(1) ($) | RSU Awards(1) ($) | Total ($) | | Ravi Ahuja(2) | 24,629 | — | — | 24,629 | | Jeffrey Blackburn | 53,000 | 146,756 | 148,647 | 348,403 | | Mai Fyfield | 55,000 | 146,756 | 148,647 | 350,403 | | Jeffrey Hastings | 50,549 | 146,756 | 148,647 | 345,952 | | Laurie Simon Hodrick | 70,000 | 146,756 | 148,647 | 365,403 | | Neil Hunt | 53,000 | 146,756 | 148,647 | 348,403 | | Gina Luna | 55,000 | 146,756 | 148,647 | 350,403 | | Ray Rothrock | 70,000 | 146,756 | 148,647 | 365,403 |

  21. 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 2025, 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 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 13, 2026. 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. |

  22. Non-Employee Director Compensation Table

    | (2) Mr. Ahuja’s term of service on our Board ended on June 11, 2025. |

  23. Non-Employee Director Compensation Table

    | Roku, Inc. 2026 Proxy Statement | 19 |

  24. Non-Employee Director Compensation Table

    The following table provides additional information concerning the total outstanding RSUs and stock option awards held by our current non-employee directors as of December 31, 2025.

  25. Non-Employee Director Compensation Table

    | Name | Total Unvested RSUs Outstanding (#) | Total Option Awards Outstanding (#) | | Jeffrey Blackburn | 1,847 | 10,687 | | Mai Fyfield | 1,847 | 17,599 | | Jeffrey Hastings | 1,847 | 26,392 | | Laurie Simon Hodrick | 1,847 | 15,844 | | Neil Hunt | 1,847 | 95,869 | | Gina Luna | 1,847 | 15,844 | | Ray Rothrock | 1,847 | 16,543 |

  26. 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.

  27. Non-Employee Director Compensation Table

    | 20 | Roku, Inc. 2026 Proxy Statement |

  28. Election of Class III Directors

    Election of Class III 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 eight members, divided into three classes as follows:

  29. Election of Class III Directors

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

  30. Election of Class III Directors

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

  31. Election of Class III Directors

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

  32. Election of Class III Directors

    The size of our Board was reduced from nine to eight directors upon Mr. Ahuja’s resignation from the Board effective as of June 11, 2025. The terms of the Class III directors will expire at the Annual Meeting. The terms of the Class I and Class II directors will expire at the 2027 and 2028 annual meetings of stockholders, respectively. Our Board proposes the election of Mr. Hastings, Dr. Hunt, and Mr. Wood at the Annual Meeting to serve as Class III directors for a three-year term expiring at the 2029 annual meeting of stockholders and until each director’s successor is duly elected and qualified or until each director’s earlier death, resignation, or removal. Mr. Hastings, Dr. Hunt, and Mr. Wood have agreed to stand for election as Class III directors. Should any director nominee become unavailable for election because of an unexpected occurrence, your proxy authorizes the named proxies to vote for a substitute nominee if our Board so chooses, or our Board may reduce its size. The 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 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 III Directors

    | Roku, Inc. 2026 Proxy Statement | 21 |

  34. 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 target for each of our executive officers consists of salary and target equity award value. 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 tied to discrete metrics. In determining each executive officer’s total compensation target, the Compensation Committee considers, 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 necessary to sufficiently incentivize and retain the executive officer.

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

    The 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 2025, the Compensation Committee retained Compensia to serve as its independent compensation consultant and 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’s consideration. 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 only provides services to Roku in its capacity as the Compensation Committee’s independent consultant on executive compensation, equity compensation, non-employee director compensation, and related matters. Compensia maintains a policy that is specifically designed to prevent any conflicts of interest. The Compensation Committee has assessed Compensia’s independence taking into account, among other things, the factors set forth in applicable SEC rules and Nasdaq listing standards, and has concluded that its engagement of Compensia does not raise any conflicts of interest or similar concerns.

  36. Competitive Positioning

    Competitive Positioning In determining the total compensation target for each of our NEOs, the 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 annually 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 2025, 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 as a multiple of revenue. After considering input from Compensia, the Compensation Committee approved a 2025 compensation peer group composed of the companies listed below. Changes to our 2025 peer group included the removal of Autodesk, Inc. (which no longer aligned with our selection criteria) and Vizio Holding Corp. (which was acquired in 2024).

  37. Competitive Positioning

    | 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. Zoom Video Communications, Inc. |

  38. Competitive Positioning

    | Roku, Inc. 2026 Proxy Statement | 29 |

  39. Competitive Positioning

    When performing its NEO total compensation review during 2025, the Compensation Committee’s compensation assessment was informed by data drawn from the SEC filings of our peer group and compensation survey data from Aon’s Radford McLagan Compensation Database that included utilizing special sub-groups of technology companies. Although its analysis of competitive market data provides the Compensation Committee with guiding information and a broad market check, the 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, the Compensation Committee applies its subjective judgment in determining the total compensation target for each NEO and considers the peer group data 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. The Compensation Committee also considers the 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.

  40. Determining Total Compensation Targets

    Determining Total Compensation Targets In June 2025, the Compensation Committee conducted its annual review of our compensation philosophy and the total compensation targets for our NEOs. Following this review, the Compensation Committee made changes to certain of our NEOs’ compensation elements, as described in detail below, in alignment with our compensation philosophy. In particular, the Compensation Committee determined that it was appropriate to increase Messrs. Wood’s and Jedda’s total compensation targets by approximately 4% and 20%, respectively. The increases in Messrs. Wood’s and Jedda’s total compensation targets are reflected in the amount of their respective equity grants for 2025 in order to further strengthen the alignment of each individual’s interests with the interests of our stockholders. In making these determinations, the Compensation Committee reviewed the competitive market analysis referenced above, with assistance from Compensia. The Compensation Committee used this analysis as one reference point, in addition to other factors, including those described above in “Compensation Philosophy,” the annual vesting value of previously granted equity awards, and the Company’s goal of retaining highly experienced, skilled, and knowledgeable NEOs. In 2025, the Compensation Committee maintained the same compensation mix of salary and equity awards allocated to each NEO at the same target percentages as in 2024, with approximately 4% of our CEO’s total compensation target paid in salary and approximately 96% of total compensation target awarded in equity, and, for our other NEOs, no more than approximately 35% of total compensation target paid in salary and at least approximately 65% of total compensation target awarded in the form of equity awards. In determining the actual allocation of the elements of total compensation targets, the Compensation Committee considered the market competitive value of our compensation arrangements.

  41. 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 no more than approximately 35% of our non-CEO NEOs’ total compensation target should be paid in salary. Mr. Ozgen – Mr. Ozgen’s annual salary was maintained at $2,555,000, consistent with the philosophy that no more than approximately 35% of our non-CEO NEOs’ total compensation target should be paid in salary. Mr. Handman – Mr. Handman’s annual salary was set at $2,520,000, consistent with the philosophy that no more than approximately 35% of our non-CEO NEOs’ total compensation target should be paid in salary. Discontinuation of Executive Supplemental Stock Option Program In October 2025, the Compensation Committee determined not to continue the Executive Supplemental Stock Option Program (the Supplemental Option Program) after the 2025 calendar year due to low participation. Under the Supplemental Option Program, certain executive officers could 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. No executive officers elected to participate in the Supplemental Option Program in 2025. The Compensation Committee previously determined in 2024 that our CEO would not be eligible to participate in the Supplemental Option Program after the 2024 calendar year. See also Notes 3 and 9 to the Summary Compensation Table and Notes 3 and 7 to the Grants of Plan-Based Awards table.

  42. 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 specific performance metrics, 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 the 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 generally 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. On a quarterly basis, the 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 2025, this factor was 1.7. 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. The Compensation Committee has approved the use of the 28-calendar day average ending five trading days prior to the grant date for our equity awards as described above, subject to certain exceptions. We did not use an average stock price for the Supplemental Option Program, as we believed the monthly grant structure of that program mitigated the volatility considerations posed by a single day stock price. Equity Choice Program Under 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 have the opportunity to select whether their equity awards will be granted in the form of 100% stock options, 100% RSUs, or 50% stock options and 50% RSUs. In 2025, Mr. Wood elected 50% stock options and 50% RSUs, and our other NEOs selected 100% RSUs, as described in more detail below.

  43. Equity Compensation

    | Roku, Inc. 2026 Proxy Statement | 31 |

  44. Equity Compensation

    Refresh, Market Adjustment, and Supplemental Equity Awards In June 2025, the Compensation Committee reviewed the total compensation target of each NEO (other than Mr. Handman, who had not yet joined Roku) and determined to grant the following types of equity awards:

  45. Equity Compensation

    | • | Refresh Equity Awards: Mr. Wood, Mr. Jedda, Mr. Collier, and Mr. Ozgen – Mr. Wood and Mr. Ozgen were granted standard refresh equity awards vesting over three years. Mr. Collier and Mr. Jedda were granted transitional refresh awards in light of the continued vesting terms of their new hire equity awards (granted in 2022 for Mr. Collier and 2023 for Mr. Jedda). In each case, the transitional refresh award is intended to serve as a bridge from the NEO’s initial new hire equity award to our standard three-year refresh award vesting schedule and does not begin vesting until 2027. |

  46. Equity Compensation

    | • | Market Adjustment Equity Awards: Mr. Wood and Mr. Jedda – Mr. Wood and Mr. Jedda were also granted market adjustment awards vesting over one year intended to better align each NEO’s total compensation with competitive market levels. |

  47. Equity Compensation

    | • | Supplemental Equity Award: Mr. Jedda – Mr. Jedda was granted an additional equity award vesting over two years following a review of the original intended retention value of his prior grants and current equity holdings. |

  48. Equity Compensation

    The Compensation Committee takes a target dollar value approach to equity awards. For our CEO, the target dollar value determination was made consistent with the philosophy that approximately 96% of our CEO’s total compensation target should be granted in the form of equity awards. For our non-CEO NEOs, the target dollar value determinations were made consistent with the philosophy that at least approximately 65% of our non-CEO NEOs’ total compensation target should be granted 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 2025 as set forth below. Refresh equity awards vest over three years, Mr. Jedda’s supplemental award vests over two years, and the transitional refresh and market adjustment awards vest over one year (in each case, subject to continuous service as of the applicable vesting date). The refresh and market adjustment equity awards (other than Mr. Collier’s and Mr. Jedda’s transitional awards) began vesting in October 2025 (for stock options) and November 2025 (for RSUs) to help ensure that our NEOs’ total compensation is market competitive and promote retention.

  49. Equity Compensation

    | Name | Type of Award | Target Dollar Value of Equity Award ($) | Shares Subject to Stock Options (#) | RSUs (#) | | Anthony Wood | Market Adjustment | 1,000,000 | 9,567(1) | 5,628(2) | | Anthony Wood | Refresh | 24,000,000 | 229,607(3) | 135,063(4) | | Dan Jedda | Market Adjustment | 1,500,000 | — | 16,883(2) | | Dan Jedda | Supplemental | 1,950,000 | — | 33,484(5) | | Dan Jedda | Transitional Refresh | 2,656,251 | — | 29,897(6) | | Charlie Collier | Transitional Refresh | 6,971,250 | — | 78,463(7) | | Mustafa Ozgen | Refresh | 4,745,000 | — | 53,406(4) |

  50. Equity Compensation

    Note: Vesting schedules are subject to the NEO’s continuous service as of each vesting date. If a vesting date falls on a holiday or weekend, the equity award will vest on the next business day. See “Equity Compensation” above for a description of the calculation of the number of shares subject to stock options and the number of RSUs granted.

  51. Equity Compensation

    | (1) Vests in 12 substantially equal monthly installments beginning on October 1, 2025. |

  52. Equity Compensation

    | (2) Vests in four substantially equal quarterly installments beginning on November 15, 2025. |

  53. Equity Compensation

    | (3) Vests in 36 substantially equal monthly installments beginning on October 1, 2025. |

  54. Equity Compensation

    | (4) Vests in 12 substantially equal quarterly installments beginning on November 15, 2025. |

  55. Equity Compensation

    | (5) Vests in eight substantially equal quarterly installments beginning on November 15, 2025. |

  56. Equity Compensation

    | (6) Vests in five substantially equal quarterly installments beginning on September 1, 2027. |

  57. Equity Compensation

    | (7) Vests in four quarterly installments beginning on September 1, 2027. |

  58. Equity Compensation

    | 32 | Roku, Inc. 2026 Proxy Statement |

  59. Equity Compensation

    New Hire Equity Award The Compensation Committee granted Mr. Handman, who joined Roku in October 2025, a new hire equity award vesting over two years (subject to continuous service 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 Mr. Handman’s market opportunities and determined that the target value of his new hire equity award was competitively necessary to provide a total compensation target that would induce him to join Roku and in recognition of his forfeited opportunities with his prior employer. Based on Mr. Handman’s selection under the Equity Choice Program, the Compensation Committee granted his equity award as set forth below.

  60. Equity Compensation

    | Name | Target Dollar Value of Equity Award ($) | Shares Subject to Stock Options (#) | RSUs (#) | | Chris Handman | 9,360,000 | — | 95,186(1) |

  61. Equity Compensation

    Note: Vesting schedules are subject to the NEO’s continuous service with us as of each vesting date. If a vesting date falls on a holiday or weekend, the equity award will vest on the next business day. See “Equity Compensation” above for a description of the calculation of the number of shares subject to stock options and the number of RSUs granted.

  62. Equity Compensation

    | (1) Granted on November 3, 2025 and vests in eight substantially equal quarterly installments beginning on March 1, 2026. |

  63. Non-Recurring Compensation

    Non-Recurring Compensation In recognition of Mr. Handman’s cost of transition to Roku, we granted Mr. Handman a one-time sign-on payment of $300,000, which is subject to repayment on a prorated basis in the event Mr. Handman resigns without “good reason” (as defined in our Amended and Restated Severance Benefit Plan (the Severance Benefit Plan)) within one year of his start date.

  64. Employment, Severance, and Change in Control Agreements

    Employment, Severance, and Change in Control Agreements The initial terms and conditions of employment of each of our NEOs, other than our CEO, were set forth in written employment terms agreements or offer letters, which were approved by the Compensation Committee. We believe these agreements and offer letters were necessary to induce these individuals to forgo 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 NEOs is an “at will” employee and may be terminated at any time, with or without cause. Each of our NEOs is a party to our Severance Benefit Plan, which provides for certain payments and benefits upon a qualifying

  65. Employment, Severance, and Change in Control Agreements

    | Roku, Inc. 2026 Proxy Statement | 33 |

  66. Employment, Severance, and Change in Control Agreements

    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.”

  67. Equity Grant Practices

    Equity Grant Practices The Compensation Committee grants refresh, supplemental, 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, the Compensation Committee has delegated authority to an equity award committee consisting 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. Under 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 the Compensation Committee reviews and approves. All 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 elect to be granted stock options (see “Equity Choice Program” above for a description of this program as it applies to NEOs). In addition, the Supplemental Option Program (see “Discontinuation of Executive Supplemental Option Program” above) allowed, before its discontinuation, 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. 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.

  68. Clawback Policy

    Clawback Policy We maintain a Policy for Recoupment of Incentive Compensation, which complies with the requirements of Rule 10D-1 under the Exchange Act, and the applicable Nasdaq listing standards (the Clawback Policy). The Clawback Policy applies to each of our executive officers (as defined in the applicable Nasdaq Listing Standards and SEC rules). Subject to certain exceptions, the Clawback Policy requires the Board to recover incentive-based compensation paid to any of our executive officers 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 the executive 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 executive officer 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 (1) 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 (2) 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).

  69. Compensation Risk Assessment

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

  70. Compensation Risk Assessment

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

  71. Compensation Risk Assessment

    | • | Formal equity grant administration policy; |

  72. Compensation Risk Assessment

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

  73. Compensation Risk Assessment

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

  74. 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. |

  75. 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, 2025, 2024, and 2023. The amounts shown in the “Total” column of the table do not reflect amounts actually received by our NEOs.

  76. 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 | 2025 | 1,000,000 | — | 12,702,990 | 12,832,220 | 29,910(2) | 26,565,120 | | | 2024 | 1,118,579(3) | — | — | 26,560,419(4) | 18,848(5) | 27,697,846 | | | 2023 | 1,200,000(3) | — | 7,574,982 | 11,425,151(6) | 18,825(5) | 20,218,958 | | Dan Jedda Chief Financial Officer and Chief Operating Officer | 2025 | 2,625,000 | — | 7,247,037 | — | 27,677(2) | 9,899,714 | | | 2024 | 2,353,893 | — | 980,746 | — | 18,848(5) | 3,353,487 | | | 2023 | 1,373,077 | — | 16,605,834(7) | — | 60,969(8) | 18,039,880 | | Charlie Collier President, Roku Media | 2025 | 6,825,000 | — | 7,084,424 | — | 21,843(5) | 13,931,267 | | | 2024 | 6,825,000(9) | — | 3,824,864 | — | 18,848(5) | 10,668,712 | | | 2023 | 6,825,000(9) | — | — | — | 18,825(5) | 6,843,825 | | Mustafa Ozgen President, Devices, Products, and Technology | 2025 | 2,555,000 | — | 4,822,028 | — | 32,143(2) | 7,409,171 | | | 2024 | 2,555,000 | — | 4,772,923 | — | 18,848(5) | 7,346,771 | | | 2023 | 2,555,000 | — | 4,492,934 | — | 18,825(5) | 7,066,759 | | Chris Handman SVP and General Counsel | 2025 | 455,671 | 300,000(10) | 10,340,055(11) | — | 3,641(5) | 11,099,367 |

  77. 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 12 to our consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on February 13, 2026. 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 the stock options. The RSU and stock option grants are also reflected in the Grants of Plan-Based Awards table. Under the Equity Choice Program, our NEOs had 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. |

  78. Summary Compensation Table

    | (2) Reflects medical and life insurance premiums paid on behalf of the NEO, as well as an annual subscription to a digital privacy protection service. |

  79. Summary Compensation Table

    | (3) Under the Supplemental Option Program, Mr. Wood elected to forgo $300,000 and $600,000 of this amount (the Stock Option Allocation Amount) during 2024 and 2023, respectively, in exchange for monthly grants of vested stock options at an intended valuation equal to the amount of such forgone salary. 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, per the terms of the Supplemental Option Program. |

  80. Summary Compensation Table

    | (4) 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 under the CEO Mandatory Monthly Option Program (which the Compensation Committee discontinued in July 2024). |

  81. Summary Compensation Table

    | (5) Reflects medical and life insurance premiums paid on behalf of the NEO. |

  82. Summary Compensation Table

    | (6) 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 12 monthly awards granted under the CEO Mandatory Monthly Option Program. |

  83. 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. |

  84. 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. |

  85. Summary Compensation Table

    | (9) Under the Supplemental Option Program, Mr. Collier elected to forgo $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 forgone salary. |

  86. Summary Compensation Table

    | 38 | Roku, Inc. 2026 Proxy Statement |

  87. Summary Compensation Table

    | (10) Reflects a one-time new hire sign-on payment. |

  88. Summary Compensation Table

    | (11) Reflects the grant date fair value of Mr. Handman’s new hire equity award made in connection with his joining Roku in October 2025 and represents two years of award vesting. |

  89. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table provides information regarding grants of plan-based awards to our NEOs for the year ended December 31, 2025.

  90. Grants of Plan-Based Awards in 2025

    | 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 | 1/2/2025 | — | 504(2) | 74.49 | 21,451 | | | 8/15/2025 | — | 229,607(3) | 90.29 | 12,345,739 | | | 8/15/2025 | — | 9,567(4) | 90.29 | 486,481 | | | 8/15/2025 | 5,628(5) | — | — | 508,152 | | | 8/15/2025 | 135,063(6) | — | — | 12,194,838 | | Dan Jedda | 8/15/2025 | 16,883(5) | — | — | 1,524,366 | | | 8/15/2025 | 33,484(10) | — | — | 3,023,270 | | | 8/15/2025 | 29,897(11) | — | — | 2,699,400 | | Charlie Collier | 1/2/2025 | — | 2,014(7) | 74.49 | 85,720 | | | 8/15/2025 | 78,463(8) | — | — | 7,084,424 | | Mustafa Ozgen | 8/15/2025 | 53,406(6) | — | — | 4,822,028 | | Chris Handman | 11/3/2025 | 95,186(9) | — | — | 10,340,055 |

  91. Grants of Plan-Based Awards in 2025

    Note: Each vesting schedule described below is subject to the NEO’s continuous service as of each vesting date. If a vesting date falls on a holiday or weekend, the equity award will vest on the next business day.

  92. Grants of Plan-Based Awards in 2025

    | (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. Assumptions used in the calculation of these amounts are included in Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 13, 2026. 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. |

  93. Grants of Plan-Based Awards in 2025

    | (2) This stock option was granted, and vested upon grant, under the Supplemental Option Program in exchange for Mr. Wood’s forgone salary in 2024 as described in Note 3 to the Summary Compensation Table. |

  94. Grants of Plan-Based Awards in 2025

    | (3) Vests in 36 substantially equal monthly installments beginning on the vesting commencement date of October 1, 2025. |

  95. Grants of Plan-Based Awards in 2025

    | (4) Vests in 12 substantially equal monthly installments beginning on the vesting commencement date of October 1, 2025. |

  96. Grants of Plan-Based Awards in 2025

    | (5) Vests in four substantially equal quarterly installments beginning on the vesting commencement date of November 15, 2025. |

  97. Grants of Plan-Based Awards in 2025

    | (6) Vests in 12 substantially equal quarterly installments beginning on the vesting commencement date of November 15, 2025. |

  98. Grants of Plan-Based Awards in 2025

    | (7) This stock option was granted, and vested upon grant, under the Supplemental Option Program in exchange for Mr. Collier’s forgone salary in 2024 as described in Note 9 to the Summary Compensation Table. |

  99. Grants of Plan-Based Awards in 2025

    | (8) Vests in four quarterly installments beginning on the vesting commencement date of September 1, 2027. |

  100. Grants of Plan-Based Awards in 2025

    | (9) Vests in eight substantially equal quarterly installments beginning on the vesting commencement date of March 1, 2026. |

  101. Grants of Plan-Based Awards in 2025

    | (10) Vests in eight substantially equal quarterly installments beginning on the vesting commencement date of November 15, 2025. |

  102. Grants of Plan-Based Awards in 2025

    | (11) Vests in five substantially equal quarterly installments beginning on the vesting commencement date of September 1, 2027. |

  103. Grants of Plan-Based Awards in 2025

    | Roku, Inc. 2026 Proxy Statement | 39 |

  104. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table provides information regarding outstanding equity awards held by our NEOs as of December 31, 2025.

  105. Outstanding Equity Awards as of December 31, 2025

    | | | | 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 | 118,830 | — | 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 | — | — |

  106. Outstanding Equity Awards as of December 31, 2025

    | 40 | Roku, Inc. 2026 Proxy Statement |

  107. Outstanding Equity Awards as of December 31, 2025

    | | | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | 8/19/2022 | 9/1/2022 | 442,864 | — | 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(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 81.72 | 8/31/2033 | — | — | | | 9/15/2023 | 10/1/2023 | 134,097 | 44,699(3) | 76.26 | 9/14/2033 | — | — | | | 9/15/2023 | 11/15/2023 | — | — | — | — | 24,833(5) | 2,694,132 | | | 10/2/2023 | 10/2/2023 | 1,490(1) | — | 70.50 | 10/1/2033 | — | — | | | 10/2/2023 | 10/2/2023 | 5,957(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 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(2) | — | 62.47 | 6/30/2034 | — | — |

  108. Outstanding Equity Awards as of December 31, 2025

    | Roku, Inc. 2026 Proxy Statement | 41 |

  109. Outstanding Equity Awards as of December 31, 2025

    | | | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | 8/6/2024 | 8/6/2024 | 848(1) | — | 53.03 | 8/5/2034 | — | — | | | 8/6/2024 | 8/6/2024 | 7,920(2) | — | 53.03 | 8/5/2034 | — | — | | | 8/16/2024 | 9/1/2024 | 315,947 | 394,935(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 | — | — | | | 1/2/2025 | 1/2/2025 | 504(1) | — | 74.49 | 1/1/2035 | — | — | | | 8/15/2025 | 10/1/2025 | 2,391 | 7,176(4) | 90.29 | 8/14/2035 | — | — | | | 8/15/2025 | 10/1/2025 | 19,133 | 210,474(3) | 90.29 | 8/14/2035 | — | — | | | 8/15/2025 | 11/15/2025 | — | — | — | — | 4,221(7) | 457,936 | | | 8/15/2025 | 11/15/2025 | — | — | — | — | 123,808(5) | 13,431,930 | | Dan Jedda | 6/1/2023 | 9/1/2023 | — | — | — | — | 106,357(6) | 11,538,671 | | | 8/15/2025 | 11/15/2025 | — | — | — | — | 12,663(7) | 1,373,809 | | | 8/15/2025 | 11/15/2025 | — | — | — | — | 29,299(11) | 3,178,649 | | | 8/15/2025 | 9/1/2027 | — | — | — | — | 29,897(12) | 3,243,526 | | Charlie Collier | 11/4/2022 | 12/4/2022 | 272,125 | 225,917(8) | 49.59 | 11/3/2032 | — | — | | | 11/4/2022 | 3/1/2023 | — | — | — | — | 117,359(6) | 12,732,278 | | | 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) | 7,083,638 | | | 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 | — | — | | | 1/2/2025 | 1/2/2025 | 2,014(1) | — | 74.49 | 1/1/2035 | — | — | | | 8/15/2025 | 9/1/2027 | — | — | — | — | 78,463(10) | 8,512,451 |

  110. Outstanding Equity Awards as of December 31, 2025

    | 42 | Roku, Inc. 2026 Proxy Statement |

  111. Outstanding Equity Awards as of December 31, 2025

    | | | | 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 | 57,589 | — | 145.71 | 8/16/2030 | — | — | | | 8/16/2021 | 4/1/2024 | 28,965 | — | 356.58 | 8/15/2031 | — | — | | | 9/15/2023 | 11/15/2023 | — | — | — | — | 14,729(5) | 1,597,949 | | | 8/16/2024 | 11/15/2024 | — | — | — | — | 47,529(5) | 5,156,421 | | | 8/15/2025 | 11/15/2025 | — | — | — | — | 48,956(5) | 5,311,236 | | Chris Handman | 11/3/2025 | 3/1/2026 | — | — | — | — | 95,186(11) | 10,326,729 |

  112. Outstanding Equity Awards as of December 31, 2025

    Note: Each vesting schedule described below is subject to the NEO’s continuous service as of each vesting date. The market values of the RSU awards that have not vested were calculated by multiplying the number of shares underlying the award by $108.49, the closing price of our Class A common stock on December 31, 2025 (the last trading day of our fiscal year), as required by SEC rules. If a vesting date falls on a holiday or weekend, the equity award will vest on the next business day.

  113. Outstanding Equity Awards as of December 31, 2025

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

  114. Outstanding Equity Awards as of December 31, 2025

    | (2) These stock options were granted, and vested upon grant, under the CEO Mandatory Monthly Option Program. |

  115. Outstanding Equity Awards as of December 31, 2025

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

  116. Outstanding Equity Awards as of December 31, 2025

    | (4) Vests in 12 substantially equal monthly installments beginning on the vesting commencement date. |

  117. Outstanding Equity Awards as of December 31, 2025

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

  118. Outstanding Equity Awards as of December 31, 2025

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

  119. Outstanding Equity Awards as of December 31, 2025

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

  120. Outstanding Equity Awards as of December 31, 2025

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

  121. Outstanding Equity Awards as of December 31, 2025

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

  122. Outstanding Equity Awards as of December 31, 2025

    | (10) Vests in four quarterly installments beginning on the vesting commencement date. |

  123. Outstanding Equity Awards as of December 31, 2025

    | (11) Vests in eight substantially equal quarterly installments beginning on the vesting commencement date. |

  124. Outstanding Equity Awards as of December 31, 2025

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

  125. Stock Option Exercises and Stock Vested in 2025

    Stock Option Exercises and Stock Vested in 2025 The following table provides information regarding our NEOs’ stock option exercises and RSUs vested during the year ended December 31, 2025.

  126. Stock Option Exercises and Stock Vested in 2025

    | | 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 | — | — | 45,773 | 4,091,079 | | Dan Jedda | — | — | 91,867 | 7,990,769 | | Charlie Collier | 487,774 | 25,961,593 | 117,359 | 10,152,147 | | Mustafa Ozgen | — | — | 60,766 | 5,208,837 | | Chris Handman | — | — | — | — |

  127. Stock Option Exercises and Stock Vested in 2025

    | (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. |

  128. Stock Option Exercises and Stock Vested in 2025

    | (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. |

  129. Stock Option Exercises and Stock Vested in 2025

    | Roku, Inc. 2026 Proxy Statement | 43 |

  130. Pension Benefits

    Pension Benefits Aside from our 401(k) Plan, we do not maintain any pension plan or arrangement under which our NEOs are entitled to participate or receive post-retirement benefits.

  131. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control Each 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.” Mr. Handman’s offer letter (filed as Exhibit 10.12 to our Annual Report on Form 10-K filed with the SEC on February 13, 2026) also provides for certain modifications to his participation in the Severance Benefit Plan, including a modified definition of “good reason.” Under our Severance Benefit Plan:

  132. 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) (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 (as defined in the Severance Benefit Plan or modified by an applicable offer letter). |

  133. 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. |

  134. 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. |

  135. Potential Payments on Termination or Change in Control

    | 44 | Roku, Inc. 2026 Proxy Statement |

  136. Potential Payments on Termination or Change in Control

    The following table summarizes the estimated payments and benefits that would be provided to our NEOs 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, 2025.

  137. Potential Payments on Termination or Change in Control

    | Name(1) | Non-Change in Control Termination ($) | Change in Control Termination ($) | | Anthony Wood | | | | Severance Payment | 25,000,000(2) | 1,000,000(3) | | Equity Acceleration | — | 41,697,083(4) | | Total | 25,000,000 | 42,697,083 | | Dan Jedda | | | | Severance Payment | 6,750,000(2) | 1,968,750(3) | | Equity Acceleration | — | 19,334,654(4) | | Total | 6,750,000 | 21,303,404 | | Charlie Collier | | | | Severance Payment | 14,625,000(2) | 5,118,750(3) | | Equity Acceleration | — | 41,634,878(4) | | Total | 14,625,000 | 46,753,628 | | Mustafa Ozgen | | | | Severance Payment | 5,475,000(2) | 1,916,250(3) | | Equity Acceleration | — | 12,065,606(4) | | Total | 5,475,000 | 13,981,857 | | Chris Handman | | | | Severance Payment | 5,400,000(2) | 1,890,000(3) | | Equity Acceleration | — | 10,326,729(4) | | Total | 5,400,000 | 12,216,729 |

  138. Potential Payments on Termination or Change in Control

    | (1) All NEOs are subject to a better-after-tax provision under which, in the event of qualifying termination following a change in control, we would either pay the NEO (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. |

  139. 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. |

  140. 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. |

  141. 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 the 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 NEO as of December 31, 2025 by the difference between the exercise price of the stock option and the closing price of our Class A common stock on December 31, 2025 ($108.49), and the estimated benefit amount of unvested RSUs was calculated by multiplying the number of unvested RSUs held by the NEO as of December 31, 2025 by the closing price of our Class A common stock on December 31, 2025 ($108.49). |

  142. Potential Payments on Termination or Change in Control

    | Roku, Inc. 2026 Proxy Statement | 45 |

  143. 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.

  144. 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) | | | 2025 | 26,565,120 | 47,142,331 | 10,584,880 | 17,352,593 | 32.68 | 247.03 | 88,361 | | 2024 | 27,697,846 | 57,801,785 | 8,231,739 | 3,300,463 | 22.39 | 178.23 | (129,386) | | 2023 | 20,218,958 | 46,504,701 | 9,439,261 | 24,541,372 | 27.61 | 122.43 | (709,561)(5) | | 2022 | 20,991,685 | (77,933,918) | 20,448,128 | 5,762,267 | 12.26 | 69.69 | (498,005) | | 2021 | 18,133,692 | (51,681,097) | 5,005,742 | (7,130,167) | 68.73 | 133.18 | 242,385 |

  145. Pay Versus Performance

    | (1) The CEO in each year was Anthony Wood. The non-CEO NEOs in each year were as follows: 2025 – Dan Jedda, Charlie Collier, Mustafa Ozgen, and Chris Handman; 2024 – Dan Jedda, Charlie Collier, Mustafa Ozgen, Louise Pentland, and Gidon Katz; 2023 – Dan Jedda, Charlie Collier, Mustafa Ozgen, Gidon Katz, and Steve Louden; 2022 – Steve Louden, Charlie Collier, Gidon Katz, and Mustafa Ozgen; 2021 – Steve Louden, Stephen H. Kay, Mustafa Ozgen, and Scott Rosenberg. |

  146. Pay Versus Performance

    | 46 | Roku, Inc. 2026 Proxy Statement |

  147. 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: |

  148. Pay Versus Performance

    | | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total for CEO | 26,565,120 | 27,697,846 | 20,218,958 | 20,991,685 | 18,133,692 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (25,535,210) | (26,560,419) | (19,000,133) | (19,775,041) | (16,917,387) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 28,305,999 | 64,067,424 | 17,717,575 | 6,900,189 | 6,035,966 | | + Year over Year Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 12,398,865 | (5,077,940) | 15,286,287 | (58,312,566) | (69,472,019) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 2,609,555 | 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 | 2,798,002 | (7,656,393) | 7,479,394 | (30,471,043) | 10,538,650 | | - 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 | 47,142,331 | 57,801,785 | 46,504,701 | (77,933,918) | (51,681,097) |

  149. Pay Versus Performance

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

  150. 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: |

  151. Pay Versus Performance

    | Roku, Inc. 2026 Proxy Statement | 47 |

  152. Pay Versus Performance

    | | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Average Summary Compensation Table Total for Non-CEO NEOs | 10,584,880 | 8,231,739 | 9,439,261 | 20,448,128 | 5,005,742 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (7,373,386) | (5,016,733) | (5,139,320) | (18,676,467) | (4,270,687) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 7,986,600 | 5,512,653 | 6,605,446 | 11,948,736 | 1,812,690 | | + Year over Year Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 4,566,300 | (3,442,360) | 10,487,559 | (5,741,438) | (11,647,173) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 320,636 | 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 | 1,267,563 | (2,514,157) | 2,833,412 | (3,284,443) | 1,969,261 | | - 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 | 17,352,593 | 3,300,463 | 24,541,372 | 5,762,267 | (7,130,167) |

  153. Pay Versus Performance

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

  154. 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, 2020 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 13, 2026, 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. Interpublic Group of Companies, Inc. was acquired in 2025 and is included in the Peer Group TSR through the last trade date. Netflix, Inc. underwent a 10:1 stock split in 2025, and the Peer Group TSR reflects its post-split data. |

  155. Pay Versus Performance

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

  156. Pay Versus Performance

    | 48 | Roku, Inc. 2026 Proxy Statement |

  157. 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).

  158. Pay Versus Performance

    | | |

  159. 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 2025. For 2025, our last completed fiscal year:

  160. Pay Ratio

    | • | The annual total compensation of our median employee (excluding our CEO) was $267,706; |

  161. Pay Ratio

    | • | The annual total compensation of our CEO was $26,565,120 (as reported in the Summary Compensation Table); and |

  162. 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 99:1. |

  163. 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 2025, we used the same median employee who was identified in 2024 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.

  164. Pay Ratio

    | Roku, Inc. 2026 Proxy Statement | 49 |