Mai Fyfield
ROKUAbout Mai Fyfield
Mai Fyfield, age 55, has served as an independent director of Roku since May 2018 and is a member of the Audit Committee. She was formerly Chief Strategy and Commercial Officer at Sky plc, having joined Sky in 1999, and was instrumental in the company’s growth and partnerships. She holds a B.A. in Economics from Cambridge University and an M.A. in Economics from Tufts University, and was awarded a CBE in the 2025 UK New Year Honours; she also served as a Roku board observer from 2014 until the 2017 IPO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sky plc | Chief Strategy and Commercial Officer; prior roles since 1999 | Through Oct 2018 | Led strategy and commercial partnerships; key in growth and diversification |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BBC Commercial Ltd | Director | Since Aug 2019 | Current role |
| The Football Association Premier League | Director | Since Oct 2021 | Current role |
| ASOS plc | Director | Prior service | Former public company directorship |
| Nationwide Building Society | Director | Prior service | Former role |
Board Governance
- Independence: The Board determined Ms. Fyfield is independent under SEC and Nasdaq standards, and all standing committees are fully independent .
- Committee assignments: Audit Committee member; the Audit Committee met nine times in 2024; designated financial experts on the committee are Dr. Hodrick (Chair) and Ms. Luna (Ms. Fyfield is not designated as the “financial expert”) .
- Attendance and engagement: In 2024, the Board met four times and each director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting; independent directors hold regular executive sessions (no less than twice per year) .
- Leadership: CEO Anthony Wood serves as Chair; there is no Lead Independent Director; the Board emphasizes independent oversight and executive sessions .
- Risk oversight: The Board oversees enterprise-wide risk; Audit oversees financial, compliance and cybersecurity risks; Compensation oversees HCM/comp risks; Nominating & Governance oversees governance, board composition, and succession .
Fixed Compensation (Director)
| Component | 2024 Program Terms | Ms. Fyfield 2024 Amount |
|---|---|---|
| Annual cash retainer | $45,000 | $55,000 (includes committee fees) |
| Audit Committee fees | Chair $25,000; Member $10,000 | Included in total above |
| Total director cash (2024) | Paid quarterly, prorated if partial service | $55,000 |
Notes: For 2025, Roku increased target value of annual and initial director equity grants from $240,000 to $260,000 .
Performance Compensation (Director)
| Component | 2024 Program Terms | Ms. Fyfield 2024 Amount |
|---|---|---|
| Annual equity grant | Target $240,000 split 50% stock options (monthly vest over 1 year), 50% RSUs (vest at next annual meeting or 1-year anniversary); 10-year option term; exercise price = grant date close | Option grant-date FV: $122,312; RSU grant-date FV: $117,621; Total equity FV: $239,933 |
| Change in control | Unvested director equity fully vests immediately prior to closing, subject to service through closing | Applies per plan terms |
Performance metric table (directors): No performance-conditioned metrics disclosed for non-employee director equity; grants are time-based (options and RSUs) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed as current; prior: ASOS plc (public) |
| Current private/other boards | BBC Commercial Ltd; The Football Association Premier League |
| Interlocks/conflicts | None disclosed involving Ms. Fyfield; Board affirmed independence; related-person transactions are reviewed by the Audit Committee per policy |
Expertise & Qualifications
- Strategic and commercial leadership in media/telecom (Sky plc); deep media and technology industry experience .
- Economics training (Cambridge, Tufts) and international experience; recognized with a CBE in 2025 .
- Prior board observer to Roku pre-IPO, indicating long-standing familiarity with Roku’s business .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 19,747 Class A shares; <1% of outstanding |
| Within 60 days (as of Apr 14, 2025) | Includes 14,459 options exercisable within 60 days and 2,029 RSUs vesting within 60 days |
| Outstanding awards (12/31/2024) | Unvested RSUs: 2,029; Total option awards outstanding: 12,836 |
| Shares pledged | Company policy prohibits pledging and hedging for directors and employees |
| Ownership guidelines | Directors must hold 4,000 “Eligible Shares”; “Eligible Shares” include owned shares and 50% of intrinsic value of vested in-the-money options; compliance measured by Dec 31, 2026 or four years from becoming covered; all covered individuals were in compliance with prior guidelines at the time of the 2025 amendment |
Insider Trades (Form 4)
| Date | Transaction | Shares | Price | Notes/Source |
|---|---|---|---|---|
| Jun 6, 2025 | Disposition (sell-to-cover for tax withholding) | 914 | $78.50 | Sale reported on Form 4; issuer sale to satisfy tax withholding obligations per filing/coverage |
| Jun 10, 2024 | Disposition (sell-to-cover) | — | — | Form 4 filed; reported small sale consistent with tax obligations per coverage |
Note: Prices and purposes are based on the Form 4 and contemporaneous coverage; “sell-to-cover” transactions are typically administrative to satisfy withholding.
Governance Assessment
- Strengths for investor confidence:
- Independence affirmed; Audit Committee membership with a highly active audit calendar (9 meetings in 2024) supports financial oversight and risk discipline .
- Strong attendance/engagement culture (≥75% attendance; all directors attended the annual meeting; regular independent executive sessions) .
- Director pay structure balanced between cash retainer and equity, with equity vesting aligned to ongoing service; change-in-control acceleration is standard and transparent .
- Anti-hedging/anti-pledging policy and director ownership guidelines (4,000 Eligible Shares) reinforce alignment; all covered individuals were in compliance with prior guidelines at amendment .
- Watch items (not necessarily red flags):
- Not designated as the Audit Committee “financial expert” (those are Dr. Hodrick and Ms. Luna), though Ms. Fyfield contributes sector expertise .
- Multi-board commitments (BBC Commercial Ltd and Premier League) warrant periodic monitoring for time demands, though 2024 attendance thresholds were met at Roku .
Additional context: Roku’s 2024 say-on-pay received 86.1% support, indicating generally favorable shareholder sentiment toward compensation governance, though this pertains to executives rather than directors .