Charlie Collier
ROKUAbout Charlie Collier
Charlie Collier (age 55) is President, Roku Media, serving since October 2022. He oversees global ad sales, Roku’s ad platform, and content for Roku-owned channels including The Roku Channel. He holds a B.A. from Bucknell University and an M.B.A. from Columbia Business School . Company performance context during his tenure: Roku’s 2024 TSR was 55.52 vs peer group TSR of 242.69, with net loss of $129.386 million; 2023 TSR was 68.45 with net loss of $709.561 million (including $356.1 million restructuring charges) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FOX Entertainment (Fox Corporation) | CEO | Oct 2018–Oct 2022 | Led overall vision and business of FOX Entertainment |
| AMC Networks | President & GM, AMC, SundanceTV, AMC Studios | Sep 2006–Oct 2018 | Senior leadership roles across networks and studios |
| Court TV; Oxygen Media; A&E Television Networks | Senior roles | Pre–Sep 2006 | Senior roles at cable networks prior to AMC |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in Roku’s 2025 proxy for Collier | — | — | No external directorships or committee roles disclosed |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 6,825,000 | Not used (company does not pay NEO cash bonuses) | — | Elected to reduce 2024 base salary by $1,000,000 for monthly vested stock options under Supplemental Option Program |
| 2023 | 6,825,000 | Not used | — | — |
| 2022 | 1,075,000 | Not used | — | New hire year |
Performance Compensation
Equity Awards Structure
Roku does not tie executive compensation to specific financial or ESG performance measures; NEO equity awards are time-based (RSUs and options), and realized value is linked to stock price .
RSUs (Selected Grants and Vesting)
| Grant Date | Type | Units (#) | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| 11/4/2022 | New hire RSUs | — | 23,279,331 | Eight substantially equal quarterly installments beginning on vesting commencement date | Outstanding RSUs from this grant: 234,718 units; market value $17,448,936 at 12/31/2024 |
| 8/16/2024 | Transitional refresh RSUs | 65,293 | 3,824,864 | Two substantially equal quarterly installments beginning 3/1/2027 | Intended to bridge from 2022 new hire grant to standard 3-year refresh schedule |
Stock Options (Selected Grants and Vesting)
| Grant Date | Exercise Price ($) | Expiration | Exercisable (#) | Unexercisable (#) | Vesting |
|---|---|---|---|---|---|
| 11/4/2022 (new hire options) | 49.59 | 11/3/2032 | 513,445 | 472,371 | Eight substantially equal quarterly installments from vesting commencement date |
| Monthly grants (Supplemental Option Program) | Various (see below) | 2034 (various) | Immediate upon grant | — | Granted as fully-vested options; exercisable on grant |
2024 monthly fully-vested option grants (examples; all vested upon grant under Supplemental Option Program):
| Grant Date | Options (#) | Exercise Price ($) |
|---|---|---|
| 1/2/2024 | 1,966 | 89.00 |
| 2/1/2024 | 1,692 | 88.65 |
| 3/1/2024 | 2,367 | 63.35 |
| 4/1/2024 | 2,337 | 64.19 |
| 5/1/2024 | 2,537 | 59.13 |
| 6/3/2024 | 2,589 | 57.94 |
| 7/1/2024 | 2,401 | 62.47 |
| 8/6/2024 | 2,829 | 53.03 |
| 9/3/2024 | 2,300 | 65.22 |
| 10/1/2024 | 2,017 | 74.34 |
| 11/4/2024 | 2,233 | 67.18 |
| 12/2/2024 | 1,947 | 77.05 |
Realized Equity in 2024 (Exercises/Vesting)
| Metric | 2024 |
|---|---|
| Options exercised (#) | 0 |
| Value realized on option exercise ($) | — |
| RSUs vested (#) | 117,359 |
| Value realized on RSU vesting ($) | 7,492,786 |
Equity Ownership & Alignment
Beneficial Ownership (as of April 14, 2025)
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B |
|---|---|---|---|---|
| Charlie Collier | 727,753 | <1% | — | — |
Shares outstanding reference: 129,534,451 Class A and 17,129,064 Class B as of April 14, 2025 .
Outstanding Equity (as of 12/31/2024; market values at $73.34 close)
| Instrument | Units (#) | Market Value ($) | Key Terms |
|---|---|---|---|
| Unvested RSUs (2022 new hire) | 234,718 | 17,448,936 | Time-based vesting over eight quarterly tranches |
| Unvested RSUs (2024 transitional refresh) | 65,293 | 4,853,882 | Two quarterly tranches beginning 3/1/2027 |
| Options (new hire 11/4/2022) exercisable | 513,445 | — | Exercise price $49.59; expires 11/3/2032 |
| Options (new hire 11/4/2022) unexercisable | 472,371 | — | Time-based vesting |
Policies driving alignment:
- Stock ownership guidelines: Presidents must hold 30,000 “Eligible Shares” (shares owned outright plus 50% of intrinsic value of vested, in-the-money options); compliance required by the later of Dec 31, 2026 or four years from becoming subject; covered individuals were in compliance with prior guidelines when amended in March 2025 .
- Anti-hedging and anti-pledging: Executives are prohibited from hedging, shorting, using margin, or pledging shares as collateral .
- Clawback: Board must recover incentive-based compensation upon restatements; policy compliant with Rule 10D-1/Nasdaq .
Employment Terms
Severance and Change-in-Control Economics (Severance Benefit Plan)
| Scenario | Cash Severance | Equity Acceleration | Total |
|---|---|---|---|
| Non-Change-in-Control termination (without cause/for good reason) | 14,625,000 | — | 14,625,000 |
| Termination within 12 months after Change-in-Control (double-trigger) | 5,118,750 | 33,994,000 | 39,112,750 |
Key terms:
- Non-CIC severance: Nine months of monthly total compensation target (TCT) .
- CIC severance (double-trigger): Nine months of monthly base salary plus 100% acceleration of unvested equity .
- 280G “better-after-tax” provision: Pays either full benefits or cuts back to avoid excise tax, whichever yields better after-tax outcome .
- Offer letter modifications: Collier’s offer letter modifies “cause” and “good reason” definitions under the plan .
- Standard Employee Proprietary Information and Inventions Assignment Agreement executed; NEOs are at-will .
Compensation Structure and Governance
- Pay mix and philosophy: For non-CEO NEOs (including Collier), ~35% salary and ~65% equity; Roku does not pay cash bonuses or tie equity to specific financial goals—realized value depends on stock price .
- Refresh awards in 2024: Collier received a transitional refresh RSU award ($3.8025 million target; 65,293 RSUs) designed to bridge from his 2022 new hire grant; vesting begins in 2027 .
- Supplemental Option Program: Collier reduced 2024 base salary by $1,000,000 in exchange for monthly fully-vested stock option grants; options are granted on a predetermined schedule, with number of options determined using an average price and 1.8 Black-Scholes factor .
- Equity grant practices: Committee grants annual refresh/adjustment awards in August; new hire awards granted under policy; grants are not timed around MNPI and follow pre-established schedules .
- Peer group benchmarking: Compensia advises; 2024 peer group includes Autodesk, DocuSign, Dropbox, Fortinet, HubSpot, IAC, Match Group, Netflix, Paycom, Peloton, Pinterest, RingCentral, Snap, Take-Two, The Trade Desk, Twilio, Ubiquiti, Unity, Vizio, Zoom; no fixed percentile targeting—Committee uses judgment .
- Say-on-Pay: 86.1% approval at 2024 meeting; annual frequency recommended .
Performance Compensation (Metrics, Weighting, Payout)
Roku did not use “financial performance measures” to link NEO compensation to company performance in 2024–2022; there are no PSU metrics, weightings, or formulaic payouts. All equity awards for NEOs, including Collier, are time-based; realized value is stock-price dependent .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable (time-based RSUs/options only) | — | — | — | — | Time-based schedules as disclosed |
Risk Indicators & Red Flags
- Double-trigger full equity acceleration within 12 months post-CIC creates potential concentrated vesting and sale pressure if a transaction occurs .
- High salary level relative to peers partly offset by equity mix and long-dated vesting for 2024 transitional refresh (vesting begins 2027), which may mitigate near-term selling .
- Hedging/pledging prohibited; mitigates alignment risks .
- No underwater option repricing disclosed; no tax gross-ups disclosed; limited perquisites .
Investment Implications
- Near-term selling pressure: Collier’s 2023–2024 monthly fully-vested option grants create a steady stream of exercisable supply; however, 2024 transitional refresh RSUs do not begin vesting until 2027, reducing near-term RSU-related selling .
- Retention outlook: Significant unvested RSUs from 2022 (234,718 units; $17.45M at 12/31/2024) and 2024 (65,293 units; $4.85M) strengthen retention incentives through multi-year schedules .
- M&A sensitivity: Double-trigger equity acceleration could result in substantial realized compensation ($33.994M equity acceleration; $39.113M total) upon CIC termination, potentially influencing transaction dynamics and post-deal selling .
- Alignment: Mandatory ownership guidelines, anti-hedging/pledging, and clawback policy support alignment; beneficial ownership of 727,753 Class A shares indicates meaningful skin-in-the-game vs 30,000 Eligible Shares guideline for Presidents .
- Pay-for-performance risk: Absence of performance-based metrics (no PSU) means equity outcomes hinge on stock price rather than operational KPIs, which can dilute pay-for-performance rigor; monitor ad platform performance and TSR trajectory given 2024 TSR of 55.52 and net loss .