Anthony Wood
ROKUAbout Anthony Wood
Anthony Wood is Roku’s founder and has served as CEO since October 2002, Chairman since February 2008, and President since July 2011; he is 59 and holds a B.S. in electrical engineering from Texas A&M University . Roku’s compensation disclosures emphasize no use of formal financial performance measures for NEO compensation; pay is largely equity-linked to stock price performance . Roku’s five-year revenue increased through FY 2024 alongside a swing back to positive EBITDA, while TSR in 2024 reflected $55.52 value for a fixed $100 investment versus $242.69 for the peer group; net loss in 2024 was $129.386 million .
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | $1,778,388,000* | $2,764,584,000* | $3,126,534,000* | $3,484,619,000* | $4,112,898,000* |
| EBITDA ($USD) | $37,845,000* | $372,291,000* | $(209,742,000)* | $(157,984,000)* | $81,886,000* |
- Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ReplayTV | Founder and CEO | — | Founded DVR pioneer; company later acquired in 2001 . |
| iband.com | Co-founder | — | Internet software company later acquired by Macromedia . |
| BrightSign LLC | Co-founder | — | Manufacturer of digital signage media players; Wood no longer chairman/majority stockholder after the 2021 sale . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships for Anthony Wood disclosed in the proxy . |
Fixed Compensation
- CEO base salary decreased to $1,000,000 effective August 2024 to tilt mix toward equity (target ~4% salary, ~96% equity) .
- Roku does not pay cash bonuses to NEOs; compensation is salary plus equity awards, with realized value linked to stock price .
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 1,200,000 | — | — | 19,775,041 | 16,644 | 20,991,685 |
| 2023 | 1,200,000 | — | 7,574,982 | 11,425,151 | 18,825 | 20,218,958 |
| 2024 | 1,118,579 | — | — | 26,560,419 | 18,848 | 27,697,846 |
Notes: 2024 salary reduction paired with monthly vested options under Supplemental Option Program; CEO Mandatory Monthly Option Program discontinued mid-2024 and CEO ineligible for Supplemental Option Program from 1/1/2025 .
Performance Compensation
- Roku did not use formal financial performance metrics (revenue, EBITDA, TSR, etc.) to determine NEO payouts in 2024; equity awards are time-based and realized value depends on stock price .
- CEO equity mix in 2024: $23,000,000 refresh option grant vesting monthly over 36 months (beginning 9/1/2024), plus monthly vested options via two programs for part of the year .
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| CEO Refresh Options (8/16/2024) | Time-based | 100% | $23,000,000 grant value | 710,882 options @ $58.58 | Grant-date fair value $24,652,890 | 36 equal monthly installments from 9/1/2024 |
| CEO Monthly Options (CEO Program) | Time-based | 100% | Pre-set monthly issuance | Multiple monthly grants vested at grant | Grant-date fair values per month | Immediate vest at grant |
| CEO Monthly Options (Supplemental Program) | Time-based | 100% | Salary-for-options election | Multiple monthly grants vested at grant | Grant-date fair values per month | Immediate vest at grant |
Key 2024 CEO grant detail (selected entries):
- 8/16/2024 refresh: 710,882 options, $58.58 strike, 36 monthly vesting from 9/1/2024, expires 8/15/2034 .
- Monthly grants under CEO/Supplemental programs across Jan–Aug 2024 with varying strike prices and grant-date fair values; each vested at grant .
Equity Ownership & Alignment
- Beneficial ownership: 2,123,542 Class A (1.6%); 16,928,111 Class B (98.8%); total voting power 56.7% .
- Near-term vesting/exercise (within 60 days of 4/14/2025): 1,617,940 options exercisable; 8,278 RSUs vesting .
- Holdings include trusts: Wood 2017 Revocable Trust (shared voting power on Class B), multiple annuity trusts (sole voting/dispositive power), and Wood 2020 Irrevocable Trust (shared voting/dispositive; beneficial ownership disclaimed) .
- Anti-hedging and anti-pledging policy prohibits hedging and pledging by directors and executives; stock ownership guidelines require CEO to hold 100,000 “Eligible Shares” (shares owned plus 50% intrinsic value of vested in-the-money options) by the later of 12/31/2026 or four years from guideline applicability; all covered individuals were in compliance under prior guidelines when amended in March 2025 .
- 2024 exercises/vesting: Anthony Wood exercised 136,276 options (value realized $1,146,081) and had 33,110 RSUs vest (value realized $2,113,909) .
| Category | Detail |
|---|---|
| Class A ownership | 2,123,542 shares; 1.6% of Class A |
| Class B ownership | 16,928,111 shares; 98.8% of Class B |
| Voting power | 56.7% combined voting power |
| Options exercisable ≤60 days | 1,617,940 shares |
| RSUs vesting ≤60 days | 8,278 shares |
| Hedge/pledge | Prohibited by policy |
| Ownership guideline | CEO: 100,000 Eligible Shares by deadline; compliance tracked annually |
Employment Terms
- Anthony Wood has no individual employment agreement or offer letter; he is “at will” .
- Severance Benefit Plan:
- Non-Change in Control Termination (without cause or for good reason): lump-sum equal to 12 months of CEO’s monthly “Total Compensation Target” (TCT) .
- Change in Control Termination (within 12 months of a change in control): lump-sum equal to 12 months of CEO’s monthly base salary; 100% acceleration of unvested equity .
- Better-after-tax cutback applies to mitigate 4999 excise tax .
- Estimated as of 12/31/2024: $24,000,000 non-CoC cash; $1,000,000 CoC cash plus $14,284,937 equity acceleration (total $15,284,937) .
- Clawback policy compliant with Rule 10D-1; covers incentive compensation tied to financial reporting measures for three prior fiscal years; Board may recover certain time-based equity from senior leaders .
| Scenario (as of 12/31/2024) | Cash ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|
| Non-Change in Control Termination | 24,000,000 | — | 24,000,000 |
| Change in Control Termination | 1,000,000 | 14,284,937 | 15,284,937 |
Board Governance
- Director since February 2008; current Class III director; CEO, President, and Chairman; not independent .
- Board committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent; majority of Board is independent .
- Board leadership: Chairman is Anthony Wood; no Lead Independent Director; independent directors meet in executive session regularly (no less than twice per year) .
- Attendance: each director attended at least 75% of Board and committee meetings in 2024; Board met four times and acted by unanimous written consent once .
- Director compensation: Mr. Wood does not receive additional compensation for service as director .
| Board Role | Detail |
|---|---|
| Director class | Class III; term expiring at 2026 annual meeting |
| Chairman | Anthony Wood; dual role CEO + Chairman |
| Independence | Non-independent (CEO); majority independent board |
| Committees | Audit, Compensation, Nominating/CG all independent |
| Exec sessions | Independent directors meet ≥ 2 times/year |
| Attendance 2024 | ≥75% for all directors; Board met 4 times |
| Director pay | No extra pay for Wood’s director role |
Director & Peer Compensation Context
- 2024 say‑on‑pay support: 86.1% approval; committee retained Compensia as independent consultant; continued annual say-on-pay cadence .
- 2024 compensation peer group used for market reference includes companies such as Netflix, The Trade Desk, Snap, Pinterest, Zoom, Unity, Vizio, among others; committee does not target specific percentile .
| Item | Detail |
|---|---|
| Say-on-pay 2024 | 86.1% support |
| Peer group | 20 tech/media peers including Netflix, The Trade Desk, Snap, etc. |
| Consultant | Compensia; assessed independence; no conflicts |
Compensation Structure Analysis
- Shift toward equity: CEO salary reduced in 2024 with ~96% of target compensation in equity; refresh option grant monthly vesting over 36 months; CEO Mandatory Monthly Option Program discontinued; CEO ineligible for Supplemental Option Program starting 2025, increasing long-term alignment .
- Programs enabling monthly vested option issuance (2024 only) increased flexibility to monetize awards, as reflected in 2024 option exercises; program discontinuation reduces ongoing issuance cadence risk from 2025 onward .
- No cash bonuses and no performance-based equity awards; realized outcomes depend on stock price rather than preset operational/financial targets, limiting pay-for-performance linkages to market outcomes .
- No tax gross‑ups; formal clawback, insider trading, and stock ownership policies mitigate risk .
Investment Implications
- Founder control: Wood’s 56.7% voting power via dual-class structure concentrates governance control, enabling strategic consistency but limiting external influence; Board asserts independent oversight via fully independent committees and regular executive sessions, though absence of a Lead Independent Director is a governance consideration .
- Alignment and selling dynamics: Equity-heavy pay and monthly vesting schedule on the 2024 refresh options create ongoing exposure to stock price; 2024 option exercises indicate some monetization, but discontinuation of monthly CEO option programs and anti‑hedging/pledging constraints reduce potential near‑term selling pressure from new monthly grants in 2025 .
- Retention and severance economics: No employment agreement and significant non‑CoC severance ($24M) based on TCT may provide retention leverage; CoC package is modest cash ($1M) but includes full equity vest acceleration, creating potential transaction‑related dilution considerations .
- Performance linkage: With no formal financial metrics in pay design, compensation outcomes hinge on equity value rather than operating targets; TSR underperformed peers in 2024 despite revenue growth, highlighting execution risk in monetization and platform economics .