Mustafa Ozgen
ROKUAbout Mustafa Ozgen
Mustafa Ozgen (age 57) is President, Devices, Products, and Technology at Roku, serving in this role since December 2023; he previously led Roku Devices (September 2022–December 2023) and, earlier, Account Acquisition (February 2019–September 2022). He holds a Bachelor’s in Computer Engineering (Turkish Naval Academy) and a Master’s in Computer Science (Naval Postgraduate School) . Company context during his tenure: Roku reported 2024 TSR of 55.52 versus peer-group TSR of 242.69 and net loss of $129.4 million (CAP disclosure); Roku does not use financial performance measures to link NEO pay to corporate performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SmartKem Limited | CEO and Director | Sep 2018–Feb 2019 | Led organic semiconductor materials company for flexible displays |
| QD Vision | CEO and Director | Aug 2015–Sep 2018 | Led nanotechnology display and lighting products; company acquired by Samsung in Nov 2016 |
| Sigma Designs | SVP & GM, Home Multimedia BU | 2012–2015 | Ran semiconductor business unit (home multimedia) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| SmartKem Limited | Board Director | Sep 2018–Feb 2019 | Concurrent with CEO role |
| QD Vision | Board Director | Aug 2015–Sep 2018 | Concurrent with CEO role |
Fixed Compensation
Summary Compensation (USD) for 2022–2024:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,585,769 | 2,555,000 | 2,555,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 4,988,219 | 4,492,934 | 4,772,923 |
| Option Awards ($) | — | — | — |
| All Other Compensation ($) | 17,069 | 18,825 | 18,848 |
| Total ($) | 6,591,057 | 7,066,759 | 7,346,771 |
- Committee kept Ozgen’s annual salary at $2,555,000 in 2023 and 2024, consistent with philosophy that ~35% of non-CEO NEO pay is salary .
Performance Compensation
Roku does not pay cash bonuses or grant equity tied to individual/corporate performance; NEO compensation is salary plus equity, with equity awards selected under an “Equity Choice Program.” In 2024 for non-CEO NEOs, ~65% of total compensation was equity; awards are predominantly time-based RSUs (service-vesting) .
Performance Award Detail (Service-based):
| Award | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Refresh RSU (Aug 16, 2024) | Service-vesting (time-based) | N/A | N/A | N/A | 81,477 RSUs; grant-date FV $4,772,923 | 12 equal quarterly installments starting Nov 15, 2024 |
RSUs Vested (realized) by Year:
| Metric | 2023 | 2024 |
|---|---|---|
| Shares vested (#) | 39,018 | 45,462 |
| Value realized on vesting ($) | 2,797,446 | 2,936,636 |
Equity Ownership & Alignment
- Beneficial ownership: 136,463 Class A shares (<1%); no Class B .
- Anti-hedging and anti-pledging: Executives are prohibited from hedging and pledging shares; margin purchases also prohibited .
- Stock ownership guidelines: As amended March 2025, Presidents must hold 30,000 “Eligible Shares” (defined as shares owned outright plus 50% of intrinsic value of vested in-the-money options). Compliance deadline is the later of December 31, 2026 or four years from becoming subject; covered individuals were in compliance with prior guidelines at the time of the amendment .
Outstanding Equity (as of Dec 31, 2024):
RSUs Unvested:
| Grant Date | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| 8/19/2022 | 9,518 | 707,568 |
| 9/15/2023 | 34,368 | 2,554,917 |
| 8/16/2024 | 74,688 | 5,552,306 |
Options:
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 8/17/2020 | 57,589 | — | 145.71 | 8/16/2030 |
| 8/16/2021 | 21,723 | 7,242 | 356.58 | 8/15/2031 |
Insider Activity (Indicators):
- Option exercises: None reported for Ozgen in 2023 or 2024; RSUs vested per schedule (see table) .
Employment Terms
- At-will employment; initial terms via offer/employment agreements approved by Compensation Committee; Ozgen participates in Amended and Restated Severance Benefit Plan .
- Severance multiples: Non-CIC termination pays 9 months of monthly Total Compensation Target (TCT); CIC termination pays 9 months of monthly base salary and accelerates 100% of unvested equity (double-trigger within 12 months post-CIC) .
- Estimated Severance Economics (as of Dec 31, 2024):
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|
| Non-CIC termination | 5,475,000 | — | 5,475,000 |
| CIC termination | 1,916,250 | 8,814,791 | 10,731,041 |
- Clawback: Policy compliant with Rule 10D-1; recovers incentive-based compensation upon restatements; also permits recovery of time-based equity for certain senior leaders; no tax gross-ups provided .
- Deferred compensation: Equity plan permits Section 409A-compliant deferral programs; distributions subject to six-month delay for specified employees where applicable .
Compensation Structure Analysis
- Mix stability: Salary remained flat at $2.555M in 2023–2024; equity continues to dominate (~65% for non-CEO NEOs), reinforcing long-term alignment via stock price rather than annual cash incentives .
- Equity vehicle: Predominantly RSUs with time-based vesting; no PSUs or performance options disclosed, implying lower payout volatility but less explicit pay-for-performance linkage .
- Vesting cadence: Quarterly vesting on 2024 refresh RSUs likely creates a steady vesting over 3 years; 74,688 RSUs remained unvested at year-end 2024 .
- Governance: Strong guardrails—anti-hedging/pledging, clawback, ownership guidelines amended in 2025 to absolute share thresholds for senior leaders .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2022 | 94.4% |
| 2023 | 79.0% |
| 2024 | 86.1% |
Compensation committee uses peer benchmarking via Compensia and maintained overall program structure, reflecting shareholder support and market alignment .
Investment Implications
- Alignment: Significant unvested RSUs and ownership guidelines create ongoing exposure to stock performance; Ozgen beneficially owns 136,463 Class A shares (<1%), with no pledging/hedging permitted, reducing misalignment and forced-sale risk .
- Supply dynamics: Quarterly RSU vesting (12 installments from Nov 2024) suggests regular vest events that can translate into periodic selling for tax/liquidity, contributing to background supply; note that 45,462 shares vested in 2024 and 39,018 in 2023, while no option exercises occurred .
- Retention/CIC: Non-CIC severance (9× monthly TCT) and CIC double-trigger with full acceleration provide downside protection; acceleration could influence retention around strategic events but aligns with market practice .
- Pay-for-performance: Absence of financial performance metrics or bonus pay means equity price is the principal performance lever; investors should monitor device segment execution and company TSR/net income trends as external indicators during his tenure .