The proxy explicitly states that Roku does not tie any portion of executive compensation to specific performance goals — equity awards vest purely based on the passage of time and continued employment, with no financial targets, revenue milestones, or other measurable conditions attached. Under the voting policy, an incentive plan with no meaningful performance conditions means compensation is effectively fixed pay dressed up as variable pay, which is a No trigger regardless of pay level. The CEO's total reported compensation of $26.6 million is heavily equity-weighted (approximately 96%), which looks good in structure but fails in substance because those equity awards carry no performance hurdles — they will vest in full as long as Mr. Wood remains employed, regardless of how Roku performs for shareholders. While prior-year support of 78.6% clears the 70% re-engagement threshold and Roku's stock has performed well recently, the absence of any performance conditions on executive equity grants is a fundamental structural flaw that the policy requires be voted against.

Deloitte & Touche LLP has audited Roku since 2011, giving it approximately 15 years of tenure — well below the 25-year threshold that would raise a concern. Non-audit fees in 2025 were only $3,790 (access to an online accounting library) against audit fees of $5,476,859, a ratio of less than 0.1%, far below the 50% threshold. No material restatements were disclosed, and Deloitte is a Big 4 firm appropriate for a $17 billion company.