ROKU INC

Role of the Compensation Committee, CEO, and Compensation Adviser

Our Compensation Committee is responsible for setting the total compensation for our NEOs and reports to our Board on its discussions, decisions, and other actions. Our CEO typically attends Compensation Committee meetings and makes recommendations to our Compensation Committee regarding the total compensation of the other NEOs, but he is not present during discussion, deliberation, or decisions regarding his own compensation. The Compensation Committee then reviews the recommendations and a competitive market analysis based on our compensation peer group and relevant survey data prepared by Compensia, a national compensation consulting firm, and makes decisions as to the total compensation for each NEO, as well as the allocation of the amount of total compensation between salary and equity awards.

Our Compensation Committee is authorized, in its sole discretion, to retain the services of compensation consultants, outside legal counsel, and such other advisers as necessary to assist with the execution of its duties and responsibilities. During 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.

Role of Our Stockholders

At our 2024 annual meeting of stockholders, we held a non-binding, advisory vote on the compensation of our NEOs, which resulted in 86.1% of votes represented by stockholders present and entitled to vote approving our “say-on-pay” proposal. Following this vote, our Compensation Committee considered the outcome of the vote and determined not to make any material changes to the overall structure of our executive compensation program for 2024. We value the opinions of our stockholders, and our Compensation Committee will consider the outcome of future advisory votes, including the vote that will take place at the Annual Meeting, when it makes compensation decisions regarding our NEOs.

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).

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.