Laurie Simon Hodrick
ROKUAbout Laurie Simon Hodrick
Laurie Simon Hodrick, age 62, is an independent director of Roku, serving since December 2020. She chairs the Audit Committee and is designated an audit committee financial expert. Hodrick is the A. Barton Hepburn Professor Emerita of Economics at Columbia Business School (faculty since 1996) and a Visiting Fellow at Stanford’s Hoover Institution since September 2015; she previously served as a Visiting Professor of Law and Rock Center for Corporate Governance Fellow at Stanford Law School, and as a Managing Director at Deutsche Bank (2006–2008). She holds a B.A. in economics from Duke University and a Ph.D. in economics from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbia Business School | A. Barton Hepburn Professor Emerita; faculty member | Since 1996 | Finance and governance expertise |
| Hoover Institution, Stanford | Visiting Fellow | Since Sep 2015 | Policy research; governance insights |
| Stanford Law School | Visiting Professor of Law; Rock Center Governance Fellow | Prior (dates not specified) | Corporate governance scholarship |
| Deutsche Bank | Managing Director | 2006–2008 | Capital markets/finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PGIM Funds (Prudential) | Director | Since Sep 2017 | Retail investments board service |
| SYNNEX Corporation | Director | Prior | Public company board experience |
| Kabbage | Director | Prior | Fintech governance |
| Corporate Capital Trust | Director | Prior | Investment vehicle oversight |
| Merrill Lynch Investment Managers funds | Director | Prior | Asset management funds board |
| Andela | Director | Prior | Private tech workforce platform |
Board Governance
- Committee assignments: Audit Committee Chair; designated “audit committee financial expert” by the Board .
- Independence: Board determined Hodrick is independent under SEC and Nasdaq standards; Roku’s committees are entirely independent .
- Attendance/engagement: Board met 4 times in 2024; each director attended ≥75% of aggregate Board and committee meetings; Audit Committee met 9 times in 2024 .
- Executive sessions: Independent directors meet in executive session regularly (≥2 times per year) .
- Board leadership: CEO Anthony Wood is Chairman; no lead independent director, but Board emphasizes independent oversight .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer (2024) | 45,000 | Paid in quarterly installments |
| Audit Committee Chair fee (2024) | 25,000 | Additional cash retainer |
| Total fees earned (2024) | 70,000 | Hodrick’s reported cash fees |
Performance Compensation
| Feature | Detail |
|---|---|
| Annual director equity grant (2024) | Target value $240,000; 50% stock options (monthly vest over 1 year), 50% RSUs (vest by next annual meeting or 1-year anniversary); option term 10 years; exercise price = closing price on grant date; grants sized using 28-day average price and a 1.8 factor to approximate Black-Scholes . |
| Initial director grant (2024) | Target $240,000 (if applicable; none granted in 2024 to new directors) . |
| Change-in-control | Unvested director equity fully vests immediately prior to closing, subject to continuous service . |
| Program update (2025) | Target value increased to $260,000 effective Jan 1, 2025 . |
| Director | Option Awards ($) | RSU Awards ($) | Total Equity ($) |
|---|---|---|---|
| Laurie Simon Hodrick (2024) | 122,312 | 117,621 | 239,933 |
Other Directorships & Interlocks
- Current public board: PGIM Funds (Prudential) .
- Prior public boards: SYNNEX Corporation; various fund boards under Merrill Lynch; Corporate Capital Trust .
- Private/non-profit/academic: Andela; Stanford Law School Fellow; Hoover Institution Visiting Fellow .
- Interlocks/conflicts: Proxy discloses ordinary-course licensing/advertising transactions with Sony Group affiliates related to other directors; no impairment of independence found. No related-party transactions involving Hodrick are disclosed .
Expertise & Qualifications
- Deep financial/accounting expertise; audit committee financial expert .
- Corporate governance expertise from academic and board service .
- Capital markets experience (Deutsche Bank MD, 2006–2008) .
- Education: BA Economics (Duke), PhD Economics (Stanford) .
Equity Ownership
| Holder | Class A Shares | % of Class A | Options Exercisable within 60 days (#) | RSUs Vesting within 60 days (#) |
|---|---|---|---|---|
| Laurie Simon Hodrick (as of Apr 14, 2025) | 18,812 | <1% | 12,704 | 2,029 |
| Metric (as of Dec 31, 2024) | Amount |
|---|---|
| Total unvested RSUs outstanding (#) | 2,029 |
| Total option awards outstanding (#) | 11,081 |
- Stock ownership guidelines: Non-employee directors must hold 4,000 “Eligible Shares” (shares owned plus 50% of intrinsic value of vested in-the-money options); compliance assessed annually. As of March 2025 amendment, all covered individuals (including directors) were in compliance .
Governance Assessment
-
Strengths:
- Independent director; Audit Chair and financial expert—positions central to financial reporting integrity and risk oversight .
- High engagement: Board/committee cadence robust; Audit met 9x in 2024; directors met attendance thresholds; independent executive sessions held regularly .
- Alignment features: Mix of cash and equity; anti-hedging/anti-pledging policy; clawback policy for executives; mandatory stock ownership guidelines .
- Shareholder support backdrop: Say-on-pay won 86.1% approval at 2024 annual meeting .
-
Risks/Red Flags:
- No lead independent director (Board relies on executive sessions and majority independence for oversight) .
- No related-party transactions disclosed for Hodrick; continued monitoring appropriate given external roles; Audit Committee reviews related-person transactions under policy .
- Director equity vests on change-in-control (single-trigger for directors)—standard but investors often prefer double-trigger structures; note for governance risk appetite .
-
Compensation Committee practices: Committee fully independent; uses Compensia as independent consultant with conflict-of-interest safeguards; reviews peer group and cash/equity mix; no interlocks or insider participation reported in 2024 .