Jeffrey Hastings
ROKUAbout Jeffrey Hastings
Independent director at Roku since August 2011; age 60. Currently Chief Technology Officer of BrightSign LLC (since January 2024; previously CEO from August 2009 to January 2024). Holds a B.S. in computer science from Purdue University. The Board has determined he is independent; effective June 11, 2025, he will serve as Chair of the Nominating and Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BrightSign LLC | Chief Technology Officer | Jan 2024–present | Technology leadership for digital signage |
| BrightSign LLC | Chief Executive Officer | Aug 2009–Jan 2024 | Led growth in digital media devices |
| Corel Corporation | President & GM, Digital Media | Aug 2007–Mar 2009 | Oversaw digital media business |
| Pinnacle Systems, Inc. | General Manager | Aug 2005–Aug 2007 | Hardware/software operations |
| M-Audio | Chief Operating Officer | Apr 2004–Aug 2005 | Hardware/software operations |
| Rio, Inc. | President | Apr 2003–Apr 2004 | Portable audio devices leadership |
| SonicBlue Incorporated | VP, Engineering, Operations & Customer Care | Aug 2001–Apr 2003 | Consumer electronics operations |
| ReplayTV, Inc. | EVP of Products | Feb 2000–Aug 2001 | Product leadership in DVR technology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BrightSign LLC | CTO; formerly CEO | 2009–present | Management roles; not disclosed as public-company directorships in proxy |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee effective June 11, 2025; not listed on Audit or Compensation in 2024 committee table .
- Independence: Board concluded Hastings is independent; determination noted after more than three years since BrightSign’s October 2021 sale, after which Anthony Wood was no longer BrightSign’s chair or majority stockholder .
- Board and committee structure: Board chaired by CEO Anthony Wood; no Lead Independent Director; majority of Board and all committees are independent; independent directors meet in executive session at least twice per year .
- Attendance: In 2024, Board met four times; Audit met nine times; Compensation met eight times; Nominating & Corporate Governance met five times. Each director attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the 2024 annual meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $45,000 | Paid quarterly; standard non-employee director retainer |
| Committee Chair Fee (Nominating & Corporate Governance) | $10,000 | Program rate; Hastings becomes Chair effective June 11, 2025 |
| Committee Member Fees | N/A for Hastings in 2024 | Program rates: Audit $10,000; Compensation $8,000; N&G $5,000 |
| Total Cash Earned (2024) | $45,000 | As reported for Hastings |
Performance Compensation
| Grant Type | 2024 Grant Target Value | 2024 Fair Value Recognized | Vesting | Change-in-Control Terms |
|---|---|---|---|---|
| Stock Options | ~50% of $240,000 target | $122,312 | Monthly over one year; 10-year term; strike = grant date close | |
| RSUs | ~50% of $240,000 target | $117,621 | Vests at next annual meeting or first anniversary | |
| Program update (effective Jan 1, 2025) | Target equity increased to $260,000 | — | Same structure (50/50 options/RSUs) | Unvested director awards fully vest immediately prior to change in control |
Notes:
- Option and RSU quantities for directors are determined using a 28-day average closing price and a 1.8 factor to approximate Black-Scholes for options; exercise price equals grant date close .
Other Directorships & Interlocks
- No other public-company directorships for Hastings are disclosed in the proxy biography; his external roles are operational (BrightSign) rather than board roles .
- Historical interlock risk: BrightSign was co-founded by Anthony Wood; independence affirmed after BrightSign’s October 2021 sale, which ended Wood’s BrightSign chair/majority holder status; Board determined Hastings is independent .
Expertise & Qualifications
- Technology and digital media operator with senior leadership roles across consumer electronics and software/hardware companies; selected for the Board for extensive digital media experience .
- Education: B.S. in computer science, Purdue University .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | RSUs Vesting Within 60 Days | Options Exercisable Within 60 Days | Total Options Outstanding | Notes |
|---|---|---|---|---|---|---|
| Jeffrey Hastings | 31,034 | <1% | 2,029 | 23,252 | 21,629 | Beneficial ownership as of April 14, 2025; outstanding awards as of Dec 31, 2024 |
| Ownership Guidelines | 4,000 “Eligible Shares” minimum for non-employee directors | — | — | — | — | “Eligible Shares” include owned shares plus 50% intrinsic value of vested in-the-money options; all Covered Individuals were in compliance when amended in March 2025; compliance deadline is later of Dec 31, 2026 or four years from becoming covered |
| Hedging/Pledging | Prohibited | — | — | — | — | Anti-hedging and anti-pledging policy applies to directors |
Governance Assessment
- Committee leadership: Elevation to Nominating & Corporate Governance Chair strengthens board refreshment, independence evaluation, succession planning, and governance processes; scope includes director nominations, board composition, independence tests, continuing education, information flow, and succession oversight .
- Independence and conflicts: Prior BrightSign ties mitigated post-2021 sale; Board explicitly concluded independence for Hastings, reducing perceived interlock risk with the CEO .
- Engagement: Attendance thresholds met (≥75%); participation in a board that holds regular executive sessions and maintains fully independent committees supports effective oversight .
- Director pay alignment: Mix of cash plus time-based equity with standardized structure; 2025 increase in equity grant target to $260,000 follows peer benchmarking and retains alignment via equity; director equity fully accelerates upon change in control (investors should recognize potential dilution but standard market practice) .
- Ownership alignment: Beneficial ownership and compliance with strengthened stock ownership guidelines, plus anti-hedging/anti-pledging rules, improve investor alignment and reduce risk of misaligned incentives .
- Shareholder sentiment: 2024 say-on-pay support of 86.1% provides context for overall governance and compensation environment at Roku, though it pertains to executive pay rather than director pay .
RED FLAGS: None disclosed specific to Hastings in related-party transactions; company policy requires Audit Committee pre-approval for any related person transactions exceeding $120,000, with independence impact considered. Historical BrightSign linkage was evaluated and independence affirmed; ongoing monitoring remains prudent given CTO role at BrightSign .