Ray Rothrock
ROKUAbout Ray Rothrock
Independent director at Roku since August 2014; age 70. He chairs the Compensation Committee and serves on the Nominating and Corporate Governance Committee. Background spans cybersecurity leadership (RedSeal), venture capital (Venrock), and long-standing public company directorships (Check Point Software; Centrus Energy). Education: B.S. nuclear engineering (Texas A&M), M.S. nuclear engineering (MIT), M.B.A. (Harvard).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RedSeal, Inc. | Chairman | Dec 2023–present | — |
| RedSeal, Inc. | Executive Chairman | Jun 2020–Nov 2023 | — |
| RedSeal, Inc. | Chairman & CEO | Feb 2014–Jun 2020 | — |
| Venrock | Partner | 1988–Jun 2013 | — |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Check Point Software Technologies Ltd. | Director | Since 1995 | — |
| Centrus Energy Corp. | Director | Since Jun 2024 | — |
Board Governance
- Committee assignments: Compensation Committee (Chair); Nominating & Corporate Governance Committee (Member).
- Independence: Board determined Rothrock and all non-management directors are independent under SEC and Nasdaq standards; Board majority independent.
- Board and committee activity: Board met 4 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting. Compensation Committee met 8 times and acted by unanimous written consent 6 times; Nominating & Corporate Governance Committee met 5 times; Audit Committee met 9 times.
- Executive sessions: Independent directors meet in executive session regularly, no less than twice per year.
- Upcoming committee refresh: At the Annual Meeting, Ravi Ahuja steps down from Nominating & Corporate Governance; Jeffrey Hastings to join as Chair.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $45,000 | Paid quarterly, prorated as applicable. |
| Compensation Committee – Chair fee | $20,000 | Annual cash retainer. |
| Nominating & Corporate Governance – Member fee | $5,000 | Annual cash retainer. |
| Total cash fees earned (2024) | $70,000 | Sum aligns with Rothrock’s reported cash fees. |
Performance Compensation
| Element | 2024 Target Value | Grant Mechanics | Vesting | Options Term/Exercise Price | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Annual stock options | $120,000 (50% of $240,000) | # options = target ÷ 28-day avg price × factor 1.8. | Vest monthly over 1 year from grant. | 10-year term; exercise price = closing price on grant date. | Unvested portion fully vests immediately prior to closing. |
| Annual RSUs | $120,000 (50% of $240,000) | # RSUs = target ÷ 28-day avg price. | Vest on earlier of next annual meeting or 1st anniversary. | — | Unvested portion fully vests immediately prior to closing. |
| 2025 program change | $260,000 total | Target value increased effective Jan 1, 2025. | Mix remains 50% options / 50% RSUs. | — | — |
- 2024 director equity grant accounting fair values reported for Rothrock: Options $122,312; RSUs $117,621.
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Compensation Committee interlocks | No interlocks or insider participation disclosed; no executive officers serve on boards/committees of companies where Roku’s directors are executives. |
| Related party oversight | Audit Committee reviews related person transactions >$120,000; policy requires prior approval/ratification; summary shows employment/indemnification arrangements but no director-related transactions beyond standard equity grants/indemnification. |
Expertise & Qualifications
- Technology and cybersecurity leadership (RedSeal), venture capital investing (Venrock), extensive board experience in software and energy.
- Education: nuclear engineering (Texas A&M, MIT), business (Harvard MBA).
- Board qualifications: Selected for extensive experience with technology companies and prior service on public/private boards.
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Ownership % | Class B Shares | Ownership % | Notes |
|---|---|---|---|---|---|
| Ray Rothrock | 56,340 | * (<1%) | — | — | As of April 14, 2025. |
| Unvested RSUs Outstanding (#) | Options Outstanding (#) |
|---|---|
| 2,029 | 11,780 |
- Stock ownership guidelines (amended Mar 2025): Non-employee directors must hold 4,000 “Eligible Shares” (shares owned outright plus 50% of intrinsic value of vested, in-the-money options); all covered individuals were in compliance at amendment time; must hold 50% of net shares from vest/exercise until requirements met; compliance measured annually; deadline later of Dec 31, 2026 or four years from becoming subject.
- Anti-hedging and anti-pledging: Directors prohibited from hedging or pledging Roku stock; short sales, options, margin accounts prohibited.
Director Compensation (2024 Actuals)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | RSU Awards ($) | Total ($) |
|---|---|---|---|---|
| Ray Rothrock | 70,000 | 122,312 | 117,621 | 309,933 |
Governance Assessment
- Board effectiveness and engagement: Rothrock chairs a highly active Compensation Committee (8 meetings, 6 unanimous consents in 2024), and participates on Nominating & Corporate Governance, indicating material governance influence and engagement.
- Independence and attendance: Board affirms Rothrock’s independence; he met the 75%+ attendance standard and attended the 2024 annual meeting (applies to all directors).
- Alignment and incentives: Director pay is balanced cash/equity; equity vesting is time-based (no performance metrics), common for directors; the 2025 increase in target equity to $260,000 enhances long-term alignment.
- Ownership alignment: Beneficially owns 56,340 Class A shares and is subject to mandatory stock ownership guidelines (4,000 Eligible Shares requirement); company prohibits hedging/pledging, reducing misalignment risks.
- Related-party/conflict controls: Formal Related Person Transaction Policy with Audit Committee oversight; 2024 disclosure lists standard arrangements only, with no specific related-party transactions involving Rothrock; Compensation Committee interlocks explicitly negated.
Red Flags
- None disclosed specific to Rothrock: no pledging/hedging, no related-party transactions, and independence affirmed. Note: director equity awards accelerate on change in control (common, but investors should monitor for potential entrenchment optics).