Dan Jedda
ROKUAbout Dan Jedda
Dan Jedda (age 53) is Roku’s Chief Financial Officer since May 2023, overseeing the Finance organization after prior roles as CFO of Stitch Fix (2020–2023) and senior finance leadership at Amazon across Digital Video, Music, Advertising and Corporate Development; earlier roles include Controller at Toshiba America and finance positions at Honeywell and ADC Telecommunications. He holds a B.A. in Accounting and Finance (University of St. Thomas) and an MBA (University of Minnesota – Carlson School of Management), and serves on the board of Yelp, Inc. since March 2024 . During his tenure, Roku’s revenue rose FY2023→FY2024 and EBITDA turned positive; see table below. Values retrieved from S&P Global.*
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD) | $3,484,619,000* | $4,112,898,000* |
| EBITDA ($USD) | -$157,984,000* | $81,886,000* |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stitch Fix, Inc. | Chief Financial Officer | 2020–Apr 2023 | Public-company CFO; led finance during business transition |
| Amazon.com, Inc. | VP & CFO for Digital Video (incl. Amazon Studios), Digital Music, Advertising & Corporate Development | 2005–2020 | Scaled content, media, and ads finance; corporate development oversight |
| Toshiba America | Controller | N/A | Corporate controllership experience |
| Honeywell; ADC Telecommunications | Various business finance roles incl. treasury and internal audit | N/A | Broad finance, treasury, audit background |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Yelp, Inc. | Director | Since Mar 2024 | Public company board service |
Fixed Compensation
- Roku does not pay executive cash bonuses or tie equity to performance goals; total compensation is salary plus equity, guided by market rates and role requirements .
- Salary reset: Dan Jedda’s annual base salary increased to $2,625,000 effective July 2024 to align with market and a ~35% salary / ~65% equity mix for non-CEO NEOs .
- 2024 reported salary paid: $2,353,893; 2023: $1,373,077. All other compensation was $18,848 in 2024 and $60,969 in 2023 (the 2023 figure includes a one-time $50,000 relocation payment) .
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | 1,373,077 | 2,353,893 |
| Cash Bonus ($) | — | — |
| Stock Awards ($ grant-date fair value) | 16,605,834 (new hire) | 980,746 (market adjustment) |
| Option Awards ($) | — | — |
| All Other Compensation ($) | 60,969 (incl. $50,000 relocation) | 18,848 |
| Total ($) | 18,039,880 | 3,353,487 |
Performance Compensation
Roku’s NEO equity is not tied to performance metrics (no revenue/EBITDA/TSR targets). Realized value is driven by stock price; equity aims at retention and alignment .
| Award | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2023 New Hire RSU (grant-date fair value $16,605,834) | None (time-based) | N/A | N/A | N/A | RSUs | Commence 9/1/2023; outstanding 177,262 RSUs at 12/31/2024 |
| 2024 Market Adjustment RSU (16,742 RSUs; $980,746) granted 8/16/2024 | None (time-based) | N/A | N/A | N/A | RSUs | 4 quarterly installments beginning 11/15/2024 |
Vesting detail and 2024 realizations:
- RSUs vested in 2024: 75,089 shares; value realized $4,815,087; no options exercised by Jedda .
Equity Ownership & Alignment
- Beneficial ownership (as of April 14, 2025): 90,755 Class A shares; includes 21,912 RSUs vesting within 60 days; ownership is <1% of outstanding shares .
- Unvested equity (as of Dec 31, 2024): 177,262 RSUs (new hire 2023) with $13,177,657 market value; 12,557 RSUs (2024 award) with $933,487 market value (valued at $73.34 close) .
- Stock ownership guidelines: CFOs must hold 30,000 “Eligible Shares” (outright shares + 50% intrinsic value of vested in-the-money options). Compliance assessed annually; all Covered Individuals were in compliance when amended in March 2025; attainment deadline later of Dec 31, 2026 or four years from becoming covered .
- Anti-hedging and anti-pledging: Hedging, pledging, margining prohibited for directors and employees (reduces misalignment risk) .
- Clawback: Policy compliant with Rule 10D-1/Nasdaq; recovery of incentive-based compensation after material restatements; broader recoupment rights for senior non-exec SVPs and time-based equity in specified cases .
| Item | Detail |
|---|---|
| Total beneficial Class A shares | 90,755; <1% ownership |
| RSUs vesting within 60 days (counted in beneficial) | 21,912 |
| Unvested RSUs (12/31/2024) | 177,262 (new hire 2023); 12,557 (2024 award) |
| Pledged shares | Prohibited by policy |
| Ownership guideline | 30,000 Eligible Shares; in compliance (as of Mar 2025 amendment) |
Employment Terms
- Employment: At-will; standard proprietary information & inventions assignment; initial terms via offer letter approved by Compensation Committee .
- Severance Benefit Plan (non-CIC): Lump-sum = 9 months of monthly Total Compensation Target (TCT) for CFO; for Jedda estimated $5,625,000 as of 12/31/2024 .
- Change-in-Control (CIC) double-trigger: Lump-sum = 9 months of monthly base salary + 100% vesting of unvested equity; for Jedda estimated $1,968,750 cash + $14,111,144 equity acceleration; total $16,079,894 (as of 12/31/2024) .
- Better-after-tax provision for Section 280G excise tax optimization applies .
- No tax gross-ups; no SERP; no bonus plans; standard 401(k) with no company match .
| Scenario (as of 12/31/2024) | Cash | Equity Acceleration | Total |
|---|---|---|---|
| Non-CIC termination (without cause / good reason) | $5,625,000 | — | $5,625,000 |
| CIC termination (double-trigger) | $1,968,750 | $14,111,144 | $16,079,894 |
Compensation Structure Analysis
- Mix shift: For non-CEO NEOs (incl. CFO), Compensation Committee targets ~35% salary / ~65% equity; Jedda’s 2024 salary increased to align with competitive market levels, consistent with policy .
- No performance-linked pay: Company does not use financial performance measures to link NEO compensation; equity is time-based with realized value tied to stock price .
- Equity grant practices: Annual refresh/market adjustments generally granted in August; Jedda received a 2024 market adjustment RSU (four quarterly vesting installments) .
Compensation Peer Group and Say-on-Pay
- Peer group (for competitive analysis) 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; 2024 changes added Dropbox and Match Group; removed Splunk (acquired) .
- Approach: Committee uses peer and survey data without targeting a specific percentile; applies judgment considering role scope and equity overhang/vesting .
- 2024 Say-on-Pay approval: 86.1% of votes cast supported NEO compensation .
Investment Implications
- Alignment: No bonuses and strictly time-based equity reduces “target gaming” risk; anti-hedging/pledging and stock ownership guidelines strengthen alignment; CFO is reported in compliance with ownership guidelines .
- Retention and near-term supply: 2023 new hire RSUs (177,262 unvested at YE) plus 2024 market adjustment RSUs (12,557 unvested at YE) suggest ongoing quarterly vesting and potential periodic sales to cover taxes; Jedda realized $4.8M from RSU vesting in 2024; no option exercises . Expect continued vest-driven supply rather than discretionary selling pressure.
- Change-in-control economics: Double-trigger full acceleration plus nine months base salary could be value-accretive to the executive in a sale; investors should factor potential dilution from accelerated vesting in event-driven scenarios .
- Performance backdrop: Revenues grew and EBITDA turned positive FY2024; equity realization for executives will correlate with stock performance; monitor RSU vest cadence and Form 4s for incremental selling signals. Values retrieved from S&P Global.*
Citations:
All bracketed citations correspond to the 2025 Roku DEF 14A.
S&P Global disclaimer: Asterisked financial values are retrieved from S&P Global Capital IQ.