Jeffrey Blackburn
ROKUAbout Jeffrey Blackburn
Jeffrey Blackburn is an independent director of Roku, Inc., serving since June 2023; he is 55 years old and sits on the Compensation Committee . He spent over two decades at Amazon on its senior leadership team, including SVP of Global Media & Entertainment (May 2021–Feb 2023) and SVP of Worldwide Business Development, Advertising & Entertainment (Nov 2012–Feb 2020) . Prior roles include general partner at Bessemer Venture Partners (Mar–May 2021) and investment banker at Morgan Stanley and Deutsche Bank (1995–1998) . Blackburn holds an MBA from Stanford and an AB in economics from Dartmouth and was nominated for his industry experience in digital media and technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon.com, Inc. | SVP, Global Media & Entertainment | May 2021 – Feb 2023 | Senior leadership; digital media strategy |
| Amazon.com, Inc. | SVP, WW Business Development, Advertising & Entertainment | Nov 2012 – Feb 2020 | Corporate development, ads, entertainment |
| Bessemer Venture Partners | General Partner; Management Committee member | Mar 2021 – May 2021 | Early-stage and growth investing |
| Morgan Stanley; Deutsche Bank | Investment Banker | 1995 – 1998 | M&A/capital markets experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DoorDash, Inc. | Director | Since May 2024 | Committee roles not disclosed in Roku proxy |
Board Governance
- Independence: Roku’s Board determined Blackburn is independent under SEC and Nasdaq standards .
- Committee memberships: Member, Compensation Committee; Ray Rothrock (Chair); Neil Hunt (Member). 2024 Compensation Committee also included Ravi Ahuja through March 31, 2024 .
- Attendance and engagement: In 2024, the Board met 4 times; each director attended ≥75% of Board and applicable committee meetings; independent director executive sessions occur at least twice per year .
- Committee activity: In 2024, Compensation met 8 times (plus 6 unanimous written consents), Audit met 9 times (plus 1 consent), Nominating met 5 times .
- Board leadership/executive sessions: Anthony Wood is Chair; no Lead Independent Director; independent directors meet in executive session regularly .
Fixed Compensation (Director)
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Cash retainer | 45,000 | Standard annual Board retainer |
| Committee member fee | 8,000 | Compensation Committee member fee (Chair is 20,000; member is 8,000) |
| Total cash fees (2024) | 53,000 | Fees earned or paid in cash (Blackburn) |
Program details:
- 2024 director equity grant target value: $240,000, split 50% options (monthly vest over one year) and 50% RSUs (vest at next annual meeting or one-year anniversary); options have 10-year term and exercise price set at grant-date close .
- Effective Jan 1, 2025, annual/initial non-employee director equity grant target increased to $260,000 .
- Change-in-control acceleration: Unvested portion of director equity awards fully vests immediately prior to closing, subject to continuous service .
- Expenses: Directors reimbursed for reasonable out-of-pocket costs for Board/committee meetings .
Performance Compensation (Director)
| Component | 2024 Grant Date Fair Value ($) | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Stock options | 122,312 | Monthly vest over one year; 10-year term; exercise at grant-date close; sizing uses 28-day average and factor 1.8 for option valuation | None disclosed for directors; equity vests time-based |
| RSUs | 117,621 | Vest at earlier of next annual meeting or first anniversary | None disclosed for directors; equity vests time-based |
| Total equity grant (2024) | 239,933 | Sum of option + RSU grant date fair values (Blackburn) | N/A |
Roku’s director compensation program does not tie director awards to financial/ESG performance metrics; grants are time-based vesting .
Other Directorships & Interlocks
- Current public boards: DoorDash, Inc. (director since May 2024) .
- Compensation Committee interlocks: None; 2024 committee members (Ahuja, Blackburn, Hunt, Rothrock) were not officers/employees, and there are no cross-board compensation committee interlocks or reciprocal directorships with Roku’s executives .
Expertise & Qualifications
- Education: MBA (Stanford), AB in Economics (Dartmouth) .
- Technical/industry: Deep digital media, streaming, and technology operating experience from Amazon senior leadership .
- Governance: Selected for extensive digital media/technology industry experience and prior board service .
Equity Ownership
| Ownership Detail (as of Apr 14, 2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership (Class A shares) | 19,740 (<1%) |
| Options exercisable within 60 days | 7,547 |
| RSUs vesting within 60 days | 2,029 |
| Unvested RSUs outstanding (Dec 31, 2024) | 2,029 |
| Total option awards outstanding (Dec 31, 2024) | 5,924 |
| Director stock ownership guideline | 4,000 “Eligible Shares” (common + 50% intrinsic value of vested in-the-money options) |
| Guideline compliance status | All Covered Individuals were in compliance at time of March 2025 amendment |
| Anti-hedging/anti-pledging | Directors prohibited from hedging/pledging Roku stock |
Insider Trades
| Trade Date | Filing Date | Type | Shares | Price ($) | Source |
|---|---|---|---|---|---|
| Mar 13, 2024 | Mar 13, 2024 | Open-market purchase | 8,000 | 63.96 |
- Additional filing: Form 4 filed June 6, 2025 (details in SEC record; transaction specifics not disclosed in Roku proxy) .
Governance Assessment
- Board effectiveness: Independent majority; committee independence; Compensation Committee meets frequently; annual Board and committee self-evaluations; independent director executive sessions occur regularly .
- Independence and conflicts: Board affirmed Blackburn’s independence; no related-party transactions involving Blackburn disclosed; Audit Committee reviews related person transactions per policy .
- Ownership alignment: Mandatory director stock ownership guidelines (4,000 Eligible Shares) with stated compliance; anti-hedging/pledging policies support alignment; Blackburn’s open-market purchase enhances skin-in-the-game .
- Director compensation structure: Balanced cash/equity; modest increase in target equity to $260k effective 2025; time-based vesting; change-in-control single-trigger acceleration is standard but not performance-based .
- Shareholder signals: 2025 director election support for Blackburn at 98.1%; 2025 say-on-pay approval at 78.6% (down from 86.1% in 2024), with annual frequency supported (99.4%) .
RED FLAGS
- Say-on-pay approval fell from 86.1% in 2024 to 78.6% in 2025, indicating rising investor scrutiny of executive pay design (though director comp is separate) .
- Director equity vests time-based without performance conditions; while typical for directors, investors may prefer stronger performance linkage in overall compensation governance .
Committee Assignments (Blackburn)
| Committee | Role | Notes |
|---|---|---|
| Compensation | Member | 2024 membership: Ahuja (through Mar 31, 2024), Blackburn, Hunt, Rothrock (Chair); independent; met 8 times [+ 6 consents] |
Director Compensation Summary (Blackburn, 2024)
| Category | Amount ($) | Detail |
|---|---|---|
| Fees earned (cash) | 53,000 | Board retainer + Compensation Committee member fee |
| Option awards (grant-date fair value) | 122,312 | Annual grant structure; 10-year term; monthly vest |
| RSU awards (grant-date fair value) | 117,621 | Annual grant structure; RSUs vest at next annual meeting/1-year anniversary |
| Total | 292,933 | Sum of cash and equity grant-date values |
Say-on-Pay & Shareholder Feedback
| Meeting Year | Say-on-Pay Approval | Frequency Vote Outcome |
|---|---|---|
| 2024 | 86.1% approval of NEO pay (advisory) | N/A |
| 2025 | 78.6% approval of NEO pay (advisory) | “One year” preferred (99.4% in favor) |
Related Party & Conflicts Policy
- Audit Committee must pre-approve related person transactions >$120k; factors include independence impacts and third-party terms; no Blackburn-specific related transactions disclosed in 2024–2025 proxy .
Qualifications Snapshot
- Board qualification: Digital media and technology expertise; prior senior operating roles; public board experience (DoorDash) .
- Risk oversight: Board and committees oversee enterprise, financial, cybersecurity, compensation risk; committee responsibilities defined in charters .
Overall, Blackburn’s Amazon/streaming background and Compensation Committee role bolster Roku’s governance depth; independence, attendance, and ownership alignment appear solid, with no disclosed conflicts or related-party exposures involving him .