|
|
|
|
See accompanying Notes to Consolidated Financial Statements
ROKU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
reportable segments and generates platform revenue from the sale of digital advertising (including direct and programmatic video advertising, media and entertainment promotional spending, and related services) and streaming services distribution (including subscription and transaction revenue shares, the sale of Premium Subscriptions, and the sale of branded app buttons on remote controls). Streaming services distribution was previously referred to as content distribution services. The Company generates devices revenue from the sale of streaming players, Roku-branded TVs, smart home products and services, audio products, and related accessories as well as revenue from licensing arrangements with service operators.
2.
Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period presentation.
million, a gain of $ million, and a loss of $ million during the years ended December 31, 2023, 2022, and 2021, respectively.
Allowance for Sales Returns:
| | $ | | | | $ | | |
| Add: Charged to revenue | | | | | | | | |
| Less: Utilization of sales return reserve | () | | | () | | | () | |
| Ending balance | $ | | | | $ | | | | $ | | |
Allowance for Sales Incentives:
| | $ | | | | $ | | | | Add: Charged to revenue | | | | | | | | |
| Less: Utilization of sales incentive reserve | () | | | () | | | () | |
| Ending balance | $ | | | | $ | | | | $ | | |
|
|
|
|
|
|
)| | | | |
The carrying amount of debt approximates fair value due to its variable interest rates. The interest expense associated with the Credit Facility for the years ended December 31, 2023 and 2022 is $ million and $ million, respectively.
revolving credit facility in the aggregate principal amount of up to $ million (the “Revolving Credit Facility”), (ii) a delayed draw term loan A facility in the aggregate principal amount of up to $ million (the “Term Loan A Facility”), and (iii) an uncommitted incremental facility, subject to the satisfaction of certain financial and other conditions, in the amount of up to (v) $ million, plus (w) x of the Company’s EBITDA for the most recently completed four fiscal quarter period, plus (x) an additional amount at the Company’s discretion, so long as, on a pro forma basis at the time of incurrence, the Company’s secured leverage ratio does not exceed to , plus (y) voluntary prepayments of the Revolving Credit Facility and Term Loan A Facility to the extent accompanied by concurrent reductions to the applicable Credit Facility (together with the Revolving Credit Facility and the Term Loan A Facility, collectively, the “Credit Facility”).On November 18, 2019, the Company borrowed the Term Loan A facility in the aggregate principal amount of $ million. The Company elected an interest rate equal to the adjusted one-month LIBOR rate plus an applicable margin of % based on the Company’s secured leverage ratio.
The Credit Facility matured on February 19, 2023 and the outstanding Term Loan A Facility was repaid in full.
As of December 31, 2022, the Company had outstanding letters of credit against the Revolving Credit Facility of $ million. Upon maturity of the Credit Facility on February 19, 2023, the outstanding letters of credit were secured by the Company’s existing cash balance, a portion of which is restricted for that purpose. As of December 31, 2023 the Company had outstanding letters of credit of $ million, which are secured by restricted cash of $ million.
11.
million shares of undesignated preferred stock authorized but not issued with rights and preferences determined by the Company’s Board of Directors at the time of issuance of such shares. As of December 31, 2023 and 2022, there were shares of preferred stock issued and outstanding.Common Stock
The Company has classes of authorized common stock, Class A common stock and Class B common stock. Holders of Class A common stock are entitled to vote for each share of Class A common stock held on all matters submitted to a vote of stockholders and holders of Class B common stock are entitled to votes for each share of Class B common stock held on all matters submitted to a vote of stockholders. Except with respect to voting, the rights of the holders of Class A and Class B common stock are identical. Shares of Class B common stock are voluntarily convertible into shares of Class A common stock at the option of the holder and are generally automatically converted into shares of the Company’s Class A common stock upon sale or transfer. Shares issued in connection with exercises of stock options, vesting of restricted stock units, or shares purchased under the employee stock purchase plan are generally automatically converted into shares of the Company’s Class A common stock.
At-the-Market Offering
On March 2, 2021, the Company entered into an Equity Distribution Agreement with Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., and Evercore Group L.L.C., as its sales agents, pursuant to which the Company could offer and sell from time-to-time shares of its Class A common stock for aggregate gross proceeds of up to $ million. In March 2021, the Company sold approximately million shares of Class A common stock at an average selling price of $ per share, for aggregate gross proceeds of $ million and incurred issuance costs of $ million.
Common Stock Reserved For Issuance
| | Common stock awards available for issuance under the 2017 Employee Stock Purchase Plan * | | |
| Common stock awards available for issuance under the 2017 Equity Incentive Plan | | |
| Total reserved shares of common stock | | |
* The Company has not issued any common stock pursuant to the 2017 Employee Stock Purchase Plan.
% of the combined voting power of the Company are subject to certain limitations, and incentive stock options granted to such recipients are at a price no less than % of the fair market value at the date of grant.Restricted Stock Units
| | $ | | | | Awarded | | | | | |
| Released | () | | | | |
| Forfeited | () | | | | |
| Balance, December 31, 2023 - Outstanding | | | | $ | | |
The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2023, 2022, and 2021 was $ million, $ million, and $ million, respectively.
The fair value of restricted stock units that vested during the years ended December 31, 2023, 2022, and 2021 was $ million, $ million, and $ million, respectively.
The unrecognized stock-based compensation expense related to restricted stock units awarded to employees as of December 31, 2023 was $ million, which the Company expects to recognize over a weighted-average period of approximately years.
Stock Options
| | $ | | | | | | — | | | | Granted | | | | | | | — | | | $ | | | | |
| Exercised | () | | | | | | — | | | — | | |
| Forfeited and expired | () | | | | | | — | | | — | | |
| Balance, December 31, 2023 - Outstanding | | | | $ | | | | | | — | | $ | | |
| | | | | | | | | |
| Balance, December 31, 2023- Exercisable | | | | $ | | | | | | — | | $ | | |
The weighted-average grant date fair value per share of options granted during the years ended December 31, 2023, 2022, and 2021 was $, $, and $, respectively.
million, $ million, and $ million, respectively. Intrinsic value represents the difference between the fair values of the Company’s common stock and the stock options’ exercise price on the date of grant.As of December 31, 2023, the Company had $ million of unrecognized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of approximately years.
Stock-based Compensation
The Company measures the cost of employee services received in exchange for an equity award based on the grant date fair value of the award. Stock options granted to employees generally vest over one to and have a term of . Restricted stock units generally vest over one to . No stock-based compensation was capitalized for the years ended December 31, 2023 and 2022. The amount of stock-based compensation capitalized as part of internal-use software for the year ended December 31, 2021 was not material.
| | $ | | | | $ | | | | Cost of revenue, devices | | | | | | | | |
| Research and development | | | | | | | | |
| Sales and marketing | | | | | | | | |
| General and administrative | | | | | | | | |
| Total stock-based compensation | $ | | | | $ | | | | $ | | |
The fair value of stock options granted is estimated on the grant date using the Black-Scholes option-valuation model.
- | - | | - | | Risk-free interest rate | - % | | - % | | - % |
| Expected volatility | - % | | - % | | - % |
| Dividend rate | | | | | |
12.
million of non-cancelable purchase commitments for inventory.Content Commitments
The Company enters into contracts with content partners to license and produce content for streaming. When a title becomes available, the Company records a content asset and liability on the consolidated balance sheets. Certain licensing agreements, such as film output deals, include the obligation to license rights for unknown future titles for which the ultimate quantity and/or fees are not determinable as of the reporting date. The Company does not include any estimated obligation for these future titles beyond the known minimum amount. The unknown obligations could be material. The Company also licenses content under arrangements where the payments are variable and based on the revenue earned by the Company. Since those amounts cannot be determined, they are not included in the obligations below.
million, of which the Company recorded $ million in Current liabilities and $ million in Other long-term liabilities in the consolidated balance sheets. The remaining $ million is not yet recognized on the consolidated balance sheets as the content does not meet the criteria for asset recognition. | | 2025 | | |
| 2026 | | |
| 2027 | | |
| 2028 | | |
| Thereafter | | |
| Total content liabilities | $ | | |
Letters of Credit
As of December 31, 2023 and 2022, the Company had irrevocable letters of credit outstanding in the amount of $ million and $ million, respectively, related to facilities leases. The letters of credit have various expiration dates through 2030.
Contingencies
The Company accounts for loss contingencies, including liabilities for intellectual property licensing and other claims, when it believes such losses are probable and reasonably estimable. These contingencies are reviewed at least quarterly and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel, and other information and events. The resolution of these contingencies and of other legal proceedings can be, however, inherently unpredictable and subject to significant uncertainties.
From time to time, the Company is subject to legal proceedings, claims, and investigations in the ordinary course of business, including claims relating to employee relations, business practices, and patent infringement. The Company is involved in proceedings, claims and investigations not listed herein. Although the results of these proceedings, claims, and investigations cannot be predicted with certainty, the Company does not believe that the final outcome of any matters that it is currently involved in are reasonably likely to have a material adverse effect on its business, financial condition, or results of operations. During the years ended December 31, 2023, 2022, and 2021, the Company did not have any loss contingencies that were material.
Indemnification
In the ordinary course of business, the Company has entered into contractual arrangements which provide indemnification provisions of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements and out of intellectual property infringement claims made by third parties. The Company’s obligations under these agreements may be limited in terms of time or amount, and in some instances, the Company may have recourse against third parties for certain payments. In addition, the Company has entered into indemnification agreements with its directors and certain of its officers that will require it, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers.
13.
) | | $ | () | | | $ | | | | Foreign | () | | | () | | | () | |
| Net income (loss) before income taxes | $ | () | | | $ | () | | | $ | | |
| | $ | | | | $ | | | | State | | | | | | | | |
| Foreign | | | | | | | | |
| | | | | | | | |
| Deferred: | | | | | |
| Federal | | | | | | | | |
| State | | | | | | | | |
| Foreign | | | | () | | | () | |
| | | | | | | () | |
| Total income tax expense (benefit) | $ | | | | $ | | | | $ | () | |
% | | | % | | | % | | U.S. state and local income taxes | () | | | () | | | | |
| Change in valuation allowance | () | | | () | | | | |
| Research and development tax credit | | | | | | | () | |
| Stock-based compensation | () | | | | | | () | |
| Discrete tax benefit due to intellectual property transfer | | | | | | | () | |
| Meals and entertainment | () | | | () | | | | |
| Foreign rate differential | | | | | | | | |
|
|
|
)| | |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) prior to the filing of this Annual Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were, in design and operation, effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework set forth in Internal Control — Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2023.
The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report which is included herein.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Our disclosure controls and procedures and our internal controls over financial reporting have been designed to provide reasonable assurance of achieving their objectives. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Roku, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Roku, Inc. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 16, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
February 16, 2024
Item 9B. Other Information
Insider Trading Arrangements
or a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. | | | | | | | | | | | | | | | | | | | | |
| Name | Action | Adoption/Termination Date | Trading Arrangement | Total Shares of Class A Common Stock to be Sold | Expiration Date |
| Rule 10b5-1* | Non-Rule 10b5-1** |
*** () | | | X | | | | September 9, 2024 |
() | | | X | | | | June 17, 2024 |
| | | X | | | | November 21, 2024 |
() | | | X | | | | February 22, 2025 |
___________________
* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
*** Trading arrangement adopted by the Wood Revocable Trust, of which Mr. Wood and his spouse are co-trustees.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to the information contained in the sections “Voting and Meeting Information,” “Board of Directors and Corporate Governance,” “Executive Officer Biographies,” and “Other Matters” in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our year ended December 31, 2023 (our “Proxy Statement”).
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the information contained in the sections “Compensation Discussion and Analysis” and “Executive Compensation” in our Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the information contained in the sections “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the information contained in the sections “Certain Relationships and Related Transactions” and “Director Independence” in our Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference to the information contained in the section “Ratification of Selection of Independent Registered Public Accounting Firm” in our Proxy Statement.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
See Index to Financial Statements in Item 8 of this Annual Report.
(a)(2) Financial Statement Schedule
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
(a)(3) Exhibits
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.
| | | | | | | | | | | | | | | | | | | | |
| | | Incorporated by Reference | |
| Number | Exhibit Title | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 3.1 | | 8-K | 001-38211 | 3.1 | 10/3/2017 | |
| 3.2 | | S-1/A | 333-220318 | 3.4 | 9/18/2017 | |
| 4.1 | | | | | | |
| 4.2 | | S-1/A | 333-220318 | 4.1 | 9/18/2017 | |
| 4.3 | | 10-K | 001-38211 | 4.3 | 3/2/2020 | |
| 10.1 + | | S-1 | 333-220318 | 10.3 | 9/1/2017 | |
| 10.2 + | | S-1 | 333-220318 | 10.4 | 9/1/2017 | |
| 10.3 + | | S-1/A | 333-220318 | 10.5 | 9/18/2017 | |
| 10.4 + | | 10-K | 001-38211 | 10.4 | 2/18/2022 | |
| 10.5 + | | 10-K | 001-38211 | 10.5 | 2/18/2022 | |
| 10.6 + | | | | | | X |
| 10.7 + | | S-1/A | 333-220318 | 10.8 | 9/18/2017 | |
| 10.8 + | | S-1/A | 333-220318 | 10.9 | 9/18/2017 | |
| 10.9 + | | S-1 | 333-220318 | 10.9 | 9/1/2017 | |
| 10.10 + | | S-1 | 333-220318 | 10.11 | 9/1/2017 | |
| 10.11 + | | 10-K | 001-38211 | 10.18 | 3/2/2020 | |
| 10.12 + | | 10-K | 001-38211 | 10.18 | 2/16/2023 | |
10.13 + | | 10-Q | 001-38211 | 10.1 | 7/28/2023 | |
10.14 + | | 8-K | 001-38211 | 10.1 | 8/11/2023 | |
10.15 + | | 10-Q | 001-38211 | 10.1 | 11/2/2023 | |
10.16 | | 10-Q | 001-38211 | 10.26 | 8/10/2018 | |
10.17 | | 10-K | 001-38211 | 10.30 | 3/1/2019 | |
10.18 | | 10-Q | 001-38211 | 10.2 | 8/9/2019 | |
| | | | | | | | | | | | | | | | | | | | |
10.19 | | 10-Q | 001-38211 | 10.1 | 8/9/2019 | |
10.20 | | 10-Q | 001-38211 | 10.1 | 4/29/2022 | |
10.21 | | 10-Q | 001-38211 | 10.3 | 4/29/2022 | |
10.22 | | 10-Q | 001-38211 | 10.27 | 8/10/2018 | |
10.23 | | 10-K | 001-38211 | 10.31 | 3/1/2019 | |
10.24 | | 10-Q | 001-38211 | 10.3 | 8/9/2019 | |
10.25 | | 10-Q | 001-38211 | 10.2 | 4/29/2022 | |
| 21.1 | | | | | | X |
| 23.1 | | | | | | X |
| 24.1 | | | | | | X |
| 31.1 | | | | | | X |
| 31.2 | | | | | | X |
| 32.1 * | | | | | | X |
| 32.2 * | | | | | | X |
97.1 | | | | | | X |
| 101.INS | Inline XBRL Instance Document | | | | | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | | | | | X |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | X |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | X |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | | | | | X |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | X |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | | |
* These exhibits are furnished with this Annual Report and are not deemed filed with the SEC and are not incorporated by reference in any filing of Roku, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings.
+ Indicates a management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 16th day of February 2024.
| | | | | | | | |
Roku, Inc. |
| | | |
| By: | | /s/ Anthony Wood |
| | | Anthony Wood |
| | | President, Chief Executive Officer and Chairman |
| | | (Principal Executive Officer) |
| | | | | | | | |
| By: | | /s/ Dan Jedda |
| | | Dan Jedda |
| | | Chief Financial Officer |
| | | (Principal Financial Officer) |
| | | | | | | | |
| By: | | /s/ Matthew Banks |
| | | Matthew Banks |
| | | Vice President, Corporate Controller and Chief Accounting Officer |
| | | (Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anthony Wood and Dan Jedda, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| | | | | | | | |
| Name | Title | Date |
| | |
| /s/ ANTHONY WOOD | President, Chief Executive Officer and Chairman | February 16, 2024 |
| Anthony Wood | (Principal Executive Officer) | |
| | |
/s/ DAN JEDDA | Chief Financial Officer | February 16, 2024 |
Dan Jedda | (Principal Financial Officer) | |
| | |
| /s/ MATTHEW BANKS | Vice President, Corporate Controller and Chief Accounting Officer | February 16, 2024 |
| Matthew Banks | (Principal Accounting Officer) | |
| | |
/s/ RAVI AHUJA | Director | February 16, 2024 |
| Ravi Ahuja | | |
| | |
/s/ JEFFREY BLACKBURN | Director | February 16, 2024 |
Jeffrey Blackburn | | |
| | |
/s/ MAI FYFIELD | Director | February 16, 2024 |
| Mai Fyfield | | |
| | |
/s/ JEFFREY HASTINGS | Director | February 16, 2024 |
| Jeffrey Hastings | | |
| | |
/s/ LAURIE SIMON HODRICK | Director | February 16, 2024 |
| Laurie Simon Hodrick | | |
| | |
/s/ GINA LUNA | Director | February 16, 2024 |
| Gina Luna | | |
| | |
/s/ RAY ROTHROCK | Director | February 16, 2024 |
| Ray Rothrock | | |
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