Independent
Tenure on this board
14.8 yrs
3 nominees · 3 ballot items.
Elect three Class III directors; approve, on an advisory basis, the compensation of the named executive officers (say-on-pay); and ratify the selection of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Elect three Class III directors (Jeffrey Hastings, Neil Hunt, and Anthony Wood) to serve three-year terms expiring at the 2029 annual meeting.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of Roku’s named executive officers for the year ended December 31, 2025 as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s compensation program for its named executive officers for 2025 as detailed in the Compensation Discussion and Analysis and Executive Compensation sections. Management seeks shareholder approval to validate its executive pay philosophy—one that emphasizes market-competitive total compensation, a heavy weighting toward equity to align long-term executive incentives with stockholder returns, an Equity Choice Program allowing award form selection, and governance safeguards such as an independent Compensation Committee and an independent advisor (Compensia). The proposal is routine for public companies and serves as a signal to the Board about investor sentiment; the Board has historically held annual say-on-pay votes and will continue to do so. Company disclosures show meaningful equity grants and retention-focused awards in 2025, including substantial refresh and market-adjustment awards for senior executives, which is context investors should weigh when voting. Management frames the program as a tool to attract and retain experienced executives while aligning pay with long-term value creation rather than short-term metrics, noting there are no cash bonus programs tied to discrete performance metrics. The Compensation Committee also highlights other governance features—clawback policy, stock ownership guidelines, and pre-approval of grants—that mitigate excessive risk-taking and support alignment with stockholder interests. The Board recommends a FOR vote and states it will consider the advisory vote’s outcome in future compensation decisions, but the vote is non-binding; operationally, the Board retains discretion to modify pay practices. For an analyst evaluating this proposal, the key issues are (1) the scale and structure of equity awards relative to peer practice and retention needs, (2) the extent to which pay outcomes are tied to long-term performance (principally through equity), (3) recent shareholder support (78.6% approval in the prior year), and (4) whether governance controls adequately limit excessive risk and entrenchment. Overall, the proposal is a governance check on pay rather than a change in policy, and a FOR vote signals support for the Board’s current executive compensation framework while a large opposition would likely trigger more substantive committee-level engagement and potential redesign.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 8.71% | 12,861,681 | $1.2B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.38% | 6,458,259 | $611M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.98% | 5,876,046 | $556M |
| 4 | ARK Investment Management LLC | 2.59% | 3,820,405 | $361M |
| 5 | BlackRock, Inc. | 2.45% | 3,614,566 | $342M |
| 6 | FMR LLC | 2.40% | 3,548,980 | $336M |
| 7 | ACADIAN ASSET MANAGEMENT LLC | 1.71% | 2,521,078 | $239M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.64% | 2,427,514 | $230M |
| 9 | STATE STREET CORP | 1.53% | 2,262,711 | $214M |
| 10 | BlackRock, Inc. | 1.43% | 2,113,877 | $200M |
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