Gina Luna
ROKUAbout Gina Luna
Independent director at Roku since December 2020 (Age: 52). She is a partner at GP Capital Partners, LP (a private debt/equity fund formed in late 2020), former CEO of Luna Strategies (2016–2020), and spent 21 years at JPMorgan Chase in senior roles (Managing Director; CMO, Commercial Banking; COO, Commercial & Investment Banking, South Region). She holds a B.B.A. in finance and management from Texas A&M and is designated as an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Senior management roles including Managing Director; Chief Marketing Officer, Commercial Banking; Chief Operating Officer, Commercial & Investment Banking (South Region) | 21 years | Banking, marketing and operational leadership experience applicable to audit and risk oversight |
| Luna Strategies, LLC | Chief Executive Officer | Nov 2016 – Jul 2020 | Led independent consulting firm; executive management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GP Capital Partners, LP | Partner | Fund formed in late 2020 | Private debt/equity fund; finance expertise relevant to audit oversight |
| TETRA Technologies, Inc. | Director | Prior service (dates not disclosed) | Prior public company board experience |
Board Governance
- Independence: The Board determined Ms. Luna is independent under SEC and Nasdaq standards; all Board committees are fully independent.
- Committee assignments: Audit Committee member; designated “audit committee financial expert” by the Board. The Audit Committee met nine times in 2024.
- Chair roles: None disclosed for Ms. Luna. Audit Committee is chaired by Dr. Laurie Simon Hodrick.
- Attendance and engagement: In 2024, the Board met four times; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet in executive session regularly (no less than twice per year).
- Tenure: Director since December 2020 (Class II; nominated for re‑election in 2025 for a term through 2028).
- Board leadership: Combined Chair/CEO (no Lead Independent Director).
- Stock ownership guidelines (directors): 4,000 “Eligible Shares”; covered individuals were in compliance when guidelines were amended in March 2025.
Fixed Compensation
| Component (Non‑Employee Director) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $45,000 | Paid quarterly in arrears |
| Audit Committee member fee | $10,000 | Member fee; chair receives $25,000 (not applicable to Luna) |
| Total cash fees (Luna) | $55,000 | Matches Fees Earned or Paid in Cash |
| Committee meeting fees | — | Not disclosed/none indicated |
Non-employee director cash program is complemented by equity; Compensia advises the Compensation Committee; 2025 target annual and initial equity grants increased to $260,000 from $240,000.
Performance Compensation
| Equity Element | 2024 Grant Value (Luna) | Vesting & Terms | Plan Features |
|---|---|---|---|
| Stock options | $122,312 | Vest monthly over one year from grant date; 10-year term; exercise price = closing price on grant date | |
| RSUs | $117,621 | Vest on earlier of next annual meeting or first anniversary of grant | |
| Total equity (Luna) | $239,933 | Annual grant target value was $240,000 in 2024; increased to $260,000 effective Jan 1, 2025 | |
| Change‑in‑control treatment | — | Unvested director equity fully vests immediately prior to closing of a change in control, subject to service through closing |
No performance-vesting metrics are used for director equity; awards are time-based (options and RSUs) with defined vest schedules.
Other Directorships & Interlocks
| Type | Company | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Prior public company | TETRA Technologies, Inc. | Director (prior) | No interlocks with Roku executive officers disclosed |
| Current public company | — | — | No other current public company directorships disclosed for Ms. Luna |
The Compensation Committee disclosed no interlocks or insider participation; Ms. Luna is not a member of the Compensation Committee.
Expertise & Qualifications
- Audit Committee Financial Expert; deep finance and banking background from 21 years at JPMorgan Chase.
- Executive management and marketing experience (CEO, Luna Strategies; CMO, JPMorgan Chase Commercial Banking).
- Prior public company board experience (TETRA Technologies).
- Education: B.B.A. in finance and management, Texas A&M University.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Class A shares) | 18,812 | <1% of Class A; as of Apr 14, 2025 record date |
| Options exercisable within 60 days | 12,704 | Included in beneficial ownership computation |
| RSUs vesting within 60 days | 2,029 | Included in beneficial ownership computation |
| Unvested RSUs outstanding (12/31/2024) | 2,029 | Director equity outstanding detail |
| Total option awards outstanding (12/31/2024) | 11,081 | Director equity outstanding detail |
| Shares pledged | Policy prohibits pledging; no pledges disclosed | Anti‑hedging/anti‑pledging policy applies to directors and employees |
| Ownership guidelines | 4,000 Eligible Shares; compliance assessed annually | All covered individuals were in compliance at time of March 2025 amendment |
Governance Assessment
-
Strengths
- Independent director with Audit Committee Financial Expert designation; sits on Audit, the committee that met nine times in 2024. This supports financial reporting and risk oversight credibility.
- Solid engagement: Board met four times in 2024; all directors met ≥75% attendance and attended the 2024 annual meeting.
- Balanced director pay with clear structure and at‑risk equity; vesting is time-based; independent consultant (Compensia) with no conflicts.
- Strong policies: clawback for executives, anti‑hedging/anti‑pledging, stock ownership guidelines for directors.
- No related‑party transactions involving Ms. Luna disclosed.
-
Watch items / potential red flags
- Director equity accelerates fully upon a change in control immediately prior to closing (single‑trigger for directors), which some investors view as less aligned than double‑trigger constructs.
- Combined Chair/CEO without a Lead Independent Director; mitigated by regular executive sessions and independent committee structure, but still a governance consideration.
-
Investor sentiment signal
- Say‑on‑pay received 86.1% support at the 2024 annual meeting; while focused on executives, it indicates generally acceptable compensation governance practices.
No conflicts, related‑party dealings, pledging, or attendance concerns were disclosed for Ms. Luna. Committee work, independence, and audit expertise present as positives for board effectiveness.