| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 28, 2021, the Compensation Committee of the Board of Directors of Roku, Inc. approved the terms of an Executive Supplemental Stock Option Program (the “Program”), whereby our executive officers may elect on an annual basis to reduce their annual base salary for a given calendar year in exchange for a series of monthly grants of fully vested non-statutory stock options under our 2017 Equity Incentive Plan (the “Plan”). The Program will be effective commencing calendar year 2022, and will remain in effect until modified or revoked by the Board of Directors or the Compensation Committee. An executive officer may elect to participate in the Program pursuant to an Executive Supplemental Stock Option Program Enrollment Form, which must be completed during the last open trading window in the calendar year immediately preceding the calendar year for which such election is made. An executive officer may not change his or her election amount once the deadline for enrollment has passed. An executive officer may not withdraw from the Program, unless: (i) the withdrawal is during an open trading window, (ii) the executive officer is not otherwise in possession of material, non-public information, and (iii) such withdrawal is due to an unforeseeable emergency. If an executive officer withdraws, the executive officer will not be able to re-enroll in the Program for such calendar year, and must wait until the next enrollment period to enroll for the next calendar year.
The number of options granted will be determined based on the following formula: (i) the monthly dollar amount by which the executive officer has elected to reduce their annual base salary divided by (ii) the quotient of (x) the closing price of our Class A common stock as reported by The Nasdaq Global Select Market on the date of grant (the “Fair Market Value”) and (y) a factor intended to result in such quotient approximating a Black-Scholes value (the “Stock Option Ratio”), with the Stock Option Ratio in effect during a given calendar year as determined by the Board of Directors or the Compensation Committee from time to time. For example, if an executive officer elects to reduce his or her annual base salary by $20,000 per month and the Fair Market Value is $50.00, then the executive officer will be granted an option to purchase the number of shares of our Class A common stock equal to: (i) $20,000 divided by (ii) the quotient of (x) $50.00 divided by (y) the Stock Option Ratio, rounded down to the nearest whole share. The Compensation Committee reserves the right and intends to review and possibly adjust the Stock Option Ratio on an annual basis, prior to the annual acceptance of Executive Supplemental Stock Option Program Enrollment Form.
Each monthly grant will be made on the first trading day of the month (contingent upon the executive officer’s continued service as of that date), will be fully vested on the grant date and will have an exercise price equal to the Fair Market Value. The options will be subject to the terms and conditions of the Plan and will be administered on a non-discretionary basis without further action by the Compensation Committee. These stock options will be exercisable for up to ten years following the date of grant regardless of the employment status of the officer.
The Executive Supplemental Stock Option Program Enrollment Form and the form of stock option grant notice and agreement substantially in the form of those to be used in connection with the Program are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The foregoing description does not purport to be complete and is qualified in its entirety by the terms of the exhibits.
| Item 9.01 | Financial Statement and Exhibits. |
