DEF 14A of Netflix Inc
Filed Apr 18, 2024 · FY20230001193125-24-100913
Directors Standing for Election
Directors Standing for Election Nine directors, Richard Barton, Mathias Döpfner, Reed Hastings, Jay Hoag, Greg Peters, Ambassador Susan Rice, Ted Sarandos, Brad Smith, and Anne Sweeney (currently designated as the Class I and Class III directors), are to be elected at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for Messrs. Barton, Döpfner, Hastings, Hoag, Peters, Sarandos and Smith, Ambassador Rice and Ms. Sweeney, each of whom is currently a director of the Company. If any of Messrs. Barton, Döpfner, Hastings, Hoag, Peters, Sarandos and Smith, Ambassador Rice or Ms. Sweeney is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for a substitute nominee designated by the Board to fill the vacancy. Each of Messrs. Barton, Döpfner, Hastings, Hoag, Peters, Sarandos and Smith, Ambassador Rice and Ms. Sweeney has agreed to serve as a director of the Company if elected. Stockholders approved the management proposal to declassify the Board at the 2022 annual meeting of stockholders. As such, the term of the office of directors elected at this Annual Meeting will continue until the annual meeting of stockholders held in 2025 or until such director’s successor has been duly elected or appointed and qualified, or until their earlier resignation or removal, with the entire Board standing for annual election beginning in 2025.
Directors Standing for Election
| Nominee | Age | Principal Occupation | | Richard Barton | 56 | Chief Executive Officer and co-founder of Zillow Group | | Mathias Döpfner | 61 | Chairman and CEO of Axel Springer SE | | Reed Hastings | 63 | Executive Chairman of Netflix | | Jay Hoag | 65 | General Partner, TCV | | Greg Peters | 53 | co-Chief Executive Officer and President of Netflix | | Ambassador Susan Rice | 59 | Former US Permanent Representative to the United Nations | | Ted Sarandos | 59 | co-Chief Executive Officer and President of Netflix | | Brad Smith | 65 | Vice Chairman of Microsoft | | Anne Sweeney | 66 | Former Co-Chair, Disney Media Networks and President, Disney/ABC Television Group |
Directors Standing for Election
Each nominee has extensive business experience, education and personal skills that qualifies them to serve as an effective Board member. The specific experience, qualifications and skills of Messrs. Barton, Döpfner, Hastings, Hoag, Peters, Sarandos and Smith, Ambassador Rice and Ms. Sweeney are set forth below. The Nominating and Governance Committee evaluates potential candidates for service on the Board.
Our Directors
Our Directors Directors standing for election:
Our Directors
| Richard Barton | INDEPENDENT DIRECTOR | Other Public Company Boards • Qurate Retail, Inc. (formerly Liberty Interactive Corporation) • Zillow Group, Inc. | | DIRECTOR SINCE: 2002 CLASS: I | AGE: 56 COMMITTEES: AUDIT | | | Why this director is valuable to Netflix Having founded successful internet-based companies (including Zillow, Expedia and GlassDoor), Mr. Barton provides strategic and technical insight to the Board, and as the Chief Executive of Zillow Group, brings extensive leadership and operational experience, as well as financial acumen to the Board. In addition, Mr. Barton brings experience with respect to marketing products to consumers through the internet. Also... Mr. Barton was a venture partner at Benchmark, a venture capital firm that has been an early-stage investor in companies like Twitter, Instagram, Uber and Zillow, from 2005 to 2018. He has served on many public company boards, including Altimeter Growth Corp. from 2020 to 2021 and Altimeter Growth Corp. 2 from 2021 to 2022. Mr. Barton holds a B.S. in general engineering: industrial economics from Stanford University. Career Snapshot: • Co-founder and Chief Executive of Zillow Group (2005-2011 and 2019-present) • Co-founder and Chairman of GlassDoor (2007-2018) • Founder and Chief Executive Officer of Expedia (1996-2003) | | |
Our Directors
| Mathias Döpfner | INDEPENDENT DIRECTOR | Other Public Company Boards • Warner Music Group Corp. | | DIRECTOR SINCE: 2018 CLASS: III | AGE: 61 COMMITTEES: COMPENSATION | | | Why this director is valuable to Netflix As a media executive located in Germany, Mr. Döpfner brings international perspective, media experience and business acumen to the Board. Also... Mr. Döpfner has extensive experience in media and digital transformation and a strong track record of increasing revenues related to digital activities. He previously served on the boards of Vodafone Group plc from 2015 to 2018 and Time Warner Inc. from 2006 to 2018. Additionally, his relationships and honorary offices at entities including the American Jewish Committee and the steering committee of the Bilderberg conference among many others provide him with relevant insight and perspective in international media. He studied Musicology, German and Theatrical Arts in Frankfurt and Boston. Career Snapshot: • Chairman and CEO, Axel Springer SE (POLITICO, Business Insider, BILD, WELT) (since 2002) • His former roles at Axel Springer SE include editor-in-chief of Die Welt (1998-2000) and as a member of the Management Board (starting in 2000) • Visiting Professor in media at University of Cambridge, St. John’s College (2010) | | |
Our Directors
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Our Directors
| Reed Hastings | EXECUTIVE CHAIRMAN OF THE BOARD | Other Public Company Boards • None | | DIRECTOR AND CHAIRPERSON SINCE: 1997 CLASS: III | AGE: 63 COMMITTEES: NONE | | | Why this director is valuable to Netflix Mr. Hastings is the co-founder and Executive Chairman, and previously served as the co-Chief Executive Officer and President of Netflix for over 25 years. He deeply understands the technology and business of Netflix and brings strategic and operational insight to the Board. He is also a software engineer, holds an MSCS in Artificial Intelligence from Stanford University, and has unique management and industry insights. Also... Mr. Hastings is an active educational philanthropist: he served on the California State Board of education from 2000 to 2004, and after receiving his B.A. from Bowdoin College in 1983 served in the Peace Corps as a high school math teacher. Mr. Hastings previously served on the board of Facebook, Inc. from 2011 to 2019 and Microsoft Corporation from 2007 to 2012. He currently serves on the boards of Bloomberg LP and numerous non-profit organizations. Career Snapshot: • Co-Founder, Chief Executive Officer, President (1999-January 2023) and Chairman of Netflix (since 1997) • Founder, Pure Software (1991) through IPO (1995) and ultimate sale to Rational Software | | |
Our Directors
| Jay C. Hoag | LEAD INDEPENDENT DIRECTOR | Other Public Company Boards • Peloton Interactive, Inc. • TripAdvisor, Inc. • Zillow Group, Inc. | | DIRECTOR SINCE: 1999 CLASS: III | AGE: 65 COMMITTEES: NOMINATING AND GOVERNANCE (CHAIR) | | | Why this director is valuable to Netflix As a venture capital investor, Mr. Hoag brings strategic insights and financial experience to the Board. He has evaluated, invested in and served as a board member for numerous companies, both public and private, and is familiar with a full range of corporate and board functions. His many years of experience in helping companies shape and implement strategy provide the Board with unique perspectives on matters such as risk management, corporate governance, talent selection and management. Also... Mr. Hoag has been a technology investor and venture capitalist for more than 40 years, involved in numerous technology investments including Actuate Software (acquired by OpenText), Airbnb, Ariba (acquired by SAP), Altiris (acquired by Symantec), BlueCoat Systems (formerly CacheFlow), C|NET, eHarmony, Electronic Arts, Encompass (acquired by Yahoo!), EXE Technologies (acquired by SSA Global), Expedia, Facebook, Fandango (acquired by Comcast), Groupon, LinkedIn, ONYX Software, Peloton, Prodege (parent company of Swagbucks & acquired by a private equity firm), RealNetworks, Sportradar, Spotify, SpringStreet (acquired by Homestore.com), Strava, TechTarget, TripAdvisor, Vacationspot.com (acquired by Expedia), Viant (acquired by iXL), and Zillow. Mr. Hoag is chair of TCV’s Investment Committee, a member of TCV’s Executive Committee, and is on the Investment Advisory Committee at the University of Michigan, the Board of Trustees of Northwestern University, and the Board of Trust at Vanderbilt University. Previously, Mr. Hoag served on the board of directors of a number of other public and private companies, including TechTarget, Inc. from 2004 to 2016, Electronic Arts from 2011 to 2021, Prodege from 2014 to 2021, and TCV Acquisition Corp. from 2021 to 2023. Mr. Hoag holds an M.B.A. from the University of Michigan and a B.A. from Northwestern University. Career Snapshot: • Founding General Partner of TCV (Technology Crossover Ventures), a venture capital firm (since 1995) | | |
Our Directors
| 2024 Proxy Statement | 7 |
Our Directors
| Greg Peters | CO-CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY AND DIRECTOR | Other Public Company Boards • DoorDash Inc. | | DIRECTOR SINCE: 2023 CLASS: I | AGE: 53 COMMITTEES: NONE | | | Why this director is valuable to Netflix Mr. Peters, our co-Chief Executive Officer, has served in roles of increasing responsibility at Netflix since 2008, including Chief Operating Officer and Chief Product Officer. Mr. Peters brings to the Board a deep understanding of the Company’s business, including its technology and worldwide operations, as well as business acumen and executive leadership experience. Also... Greg previously held positions at digital entertainment software provider, Mediabolic Inc., Red Hat Network, the provider of Linux and Open Source technology, and online vendor Wine.com. He previously served on the boards of Highland Transcend Partners I Corp. from 2020 to 2022 and 2U, Inc. from 2018 to 2023. He holds a degree in physics and astronomy from Yale University. Career Snapshot: • co-Chief Executive Officer (since January 2023); Chief Operating Officer (2020-January 2023) and Chief Product Officer (2017-January 2023) and other various executive positions at Netflix • Senior Vice President of consumer electronics products for Macrovision Solutions Corp. (later renamed Rovi Corporation), a technology company | | |
Our Directors
| Ambassador Susan Rice | INDEPENDENT DIRECTOR | Other Public Company Boards • None | | DIRECTOR SINCE: 2023 CLASS: I | AGE: 59 COMMITTEES: NOMINATING AND GOVERNANCE | | | Why this director is valuable to Netflix As a U.S. diplomat and former Domestic Policy Advisor and National Security Advisor to the President, Ambassador Rice brings her unique experience and expertise in international affairs, global security, governmental and public policy matters to the Board. Also... Ambassador Rice was a Distinguished Visiting Research Fellow at American University’s School of International Service, Non-Resident Senior Fellow at the Belfer Center for Science and International Affairs at Harvard’s Kennedy School of Government, and Contributing Opinion Writer for the New York Times. She has served on numerous boards, including the John F. Kennedy Center for the Performing Arts, Bureau of National Affairs, National Democratic Institute, and the US Fund for UNICEF. She was also a board member of Netflix from 2018 to 2021. Ambassador Rice earned her master’s degree and doctorate in international relations from Oxford University, where she was a Rhodes Scholar, and her Bachelor’s degree from Stanford University. Career Snapshot: • U.S. Domestic Policy Advisor (2021-2023) • U.S. National Security Advisor (2013-2017) • U.S. Permanent Representative to the United Nations (2009-2013) • Assistant Secretary of State for African Affairs (1997-2001) • Special Assistant to the President, National Security Council, The White House (1995-1997) | | |
Our Directors
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Our Directors
| Ted Sarandos | CO-CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY AND DIRECTOR | Other Public Company Boards • Spotify Technology S.A. | | DIRECTOR SINCE: 2020 CLASS: III | AGE: 59 COMMITTEES: NONE | | | Why this director is valuable to Netflix Mr. Sarandos, as co-Chief Executive Officer and former Chief Content Officer, has significant executive management and leadership experience and is integral to developing corporate strategy. His in-depth knowledge about Netflix and experience in the entertainment industry provide a unique business perspective to the Board. Also... Mr. Sarandos has been responsible for all content operations since 2000, and led the Company’s transition into original content production that began in 2013 with the launch of series such as House of Cards, Arrested Development and Orange is the New Black. With more than 20 years’ experience in home entertainment, he is recognized in the industry as an innovator in film acquisition and distribution and was named one of Time Magazine’s 100 Most Influential People of 2013. He is a Henry Crown Fellow at the Aspen Institute and is Chair of the Board of Trustees for the Academy Museum of Motion Pictures, is a trustee of the American Film Institute, and on the board of Exploring the Arts. Career Snapshot: • co-Chief Executive Officer (since 2020) and Chief Content Officer of Netflix (2000-January 2023) • Executive at video distributor ETD and Video City/West Coast video, a video rental retail chain • Producer/Executive Producer for award-winning and critically acclaimed documentaries and independent films including the Emmy-nominated Outrage and Tony Bennett: The Music Never Ends. | | |
Our Directors
| Brad Smith | INDEPENDENT DIRECTOR | Other Public Company Boards • None | | DIRECTOR SINCE: 2015 CLASS: I | AGE: 65 COMMITTEES: NOMINATING AND GOVERNANCE | | | Why this director is valuable to Netflix With a leading role at Microsoft, Mr. Smith brings broad business and international experience on a variety of issues, including government affairs and public policy to the Board. Mr. Smith also brings experience playing a key role in representing Microsoft externally and in leading Microsoft’s work on a number of critical issues, involving the intersection of technology and society, including artificial intelligence, cybersecurity, privacy, accessibility, environmental sustainability and digital safety, among others, which provides additional expertise to the Board. Also... Mr. Smith has led a push for diversity within Microsoft’s legal division, advocating for increasing employment of diverse employees at the company and associated law firms. Mr. Smith holds a B.A. in international relations and economics from Princeton, a J.D. from Columbia University School of Law and also studied international law and economics at the Graduate Institute of International Studies in Geneva. Career Snapshot: • Vice Chair and President of Microsoft (since 2021); he originally joined Microsoft in 1993 • Associate and then Partner, Covington & Burling (1986-1993) | | |
Our Directors
| 2024 Proxy Statement | 9 |
Our Directors
| Anne Sweeney | INDEPENDENT DIRECTOR | Other Public Company Boards • None | | DIRECTOR SINCE: 2015 CLASS: I | AGE: 66 COMMITTEES: COMPENSATION | | | Why this director is valuable to Netflix Ms. Sweeney has held various senior positions with large entertainment companies, which provided her with broad strategic and operational experience. Her experience in the entertainment industry provides a unique business perspective to the Board as Netflix builds its global internet TV network. Also... Ms. Sweeney’s entertainment experience spans more than three decades, including her oversight of Disney’s cable, broadcast and satellite properties globally for 18 years. During that time, she was charged with launching and running over 118 Disney Channels in 164 countries in 34 languages, and had oversight over various ABC properties including ABC Television Network, ABC Studios and the Disney ABC Cable Networks Group. Prior to Disney, she was CEO of FX Networks, Inc. from 1993 to 1996 and spent more than 12 years at Viacom’s Nickelodeon Network. She holds an Ed. M. From Harvard University and a B.A. from the College of New Rochelle. Career Snapshot: • Various executive positions at The Walt Disney Company from 1996 to 2015, including President of the Disney Channel (1996-1998), President of Disney/ABC Cable Networks (1996-2004), and Co-chair of Disney Media Networks (2004-2015) • Chairman and CEO of FX Networks, part of the Fox Entertainment Group/21st Century Fox (1993-1996) | | |
Our Directors
Directors not standing for election:
Our Directors
| Timothy Haley | INDEPENDENT DIRECTOR | Other Public Company Boards • 2U, Inc. • ThredUp, Inc. • Zuora, Inc. | | DIRECTOR SINCE: 1998 CLASS: II (EXPIRES 2025) | AGE: 69 COMMITTEES: COMPENSATION (CHAIR) | | | Why this director is valuable to Netflix As a venture capital investor, Mr. Haley brings strategic and financial experience to the Board. He has evaluated, invested in and served as a board member on numerous companies. His executive recruiting background also provides the Board with insight into talent selection and management. Also... Mr. Haley was President of Haley Associates, an executive recruiting firm serving the high technology industry from 1986 to 1998, and serves on the boards of several private companies. Mr. Haley holds a B.A. from Santa Clara University. Career Snapshot: • Managing Director, Redpoint Ventures, a venture capital firm (since 1999) • Managing Director, Institutional Venture Partners, a venture capital firm (since 1998) | | |
Our Directors
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Our Directors
| Leslie Kilgore | INDEPENDENT DIRECTOR | Other Public Company Boards • Pinterest, Inc. | | DIRECTOR SINCE: 2012 (INDEPENDENT SINCE 2015) CLASS: II (EXPIRES 2025) | AGE: 58 COMMITTEES: AUDIT | | | Why this director is valuable to Netflix Ms. Kilgore’s experience as a marketing executive with internet retailers and consumer product companies provides a unique business perspective and her numerous managerial positions provide strategic and operational experience to the Board. Also... As our former Chief Marketing Officer, Ms. Kilgore deeply understands the Netflix business and is able to bring years of marketing experience to the Board. She holds an M.B.A. from the Stanford University Graduate School of Business and a B.S. from The Wharton School of Business at the University of Pennsylvania. She previously served on the boards of LinkedIn Corp., Medallia, Inc. from 2015 to 2021, and Nextdoor Holdings, Inc. from 2015 to 2023 and she currently serves on the boards of several other companies. Career Snapshot: • Chief Marketing Officer of Netflix (2000-2012) • Director of Marketing at Amazon (1999-2000) • Brand manager at The Procter & Gamble Company (1992-1999) | | |
Our Directors
| Strive Masiyiwa | INDEPENDENT DIRECTOR | Other Public Company Boards • Unilever Plc | | DIRECTOR SINCE: 2020 CLASS: II (EXPIRES 2025) | AGE: 63 COMMITTEES: NOMINATING AND GOVERNANCE | | | Why this director is valuable to Netflix As the Chairman and founder of Econet, a telecommunications and technology group with operations and investments in numerous countries in Africa, LatAm, Europe and Israel, Mr. Masiyiwa provides a unique international perspective to the Board. In addition, his experience in building businesses across Africa and the world provides the Company with valuable insight as it expands globally. Also... Mr. Masiyiwa serves on several international boards including Unilever Plc and National Geographic Society, as well as the Global Advisory boards of Bank of America, Stanford University, and the Prince of Wales Trust for Africa, and is a member of the United States Holocaust Museum’s Committee on Antisemitism. A former board member of the Rockefeller Foundation for 15 years, he is Chairman Emeritus of the Alliance for a Green Revolution in Africa (AGRA) and was previously the African Union Special Envoy to the continent’s COVID response. He received a BSc in Electrical and Electronic Engineering from the University of Wales. Mr. Masiyiwa has received honorary doctorates from Morehouse College, Yale University, Nelson Mandela University and Cardiff University. Career Snapshot: • Founder and Executive Chairman of Econet Global (1993-Present) | | |
Our Directors
| 2024 Proxy Statement | 11 |
Our Directors
| Ann Mather | INDEPENDENT DIRECTOR | Other Public Company Boards • Blend Labs, Inc. • Bumble Inc. | | DIRECTOR SINCE: 2010 CLASS: II (EXPIRES 2025) | AGE: 64 COMMITTEES: AUDIT (CHAIR, FINANCIAL EXPERT) | | | Why this director is valuable to Netflix Ms. Mather’s experience as an executive with several major media companies provides a unique business perspective. As a former CFO and senior finance executive at major corporations, she brings more than 20 years of financial and accounting expertise to the Board. Additionally, Ms. Mather’s numerous managerial positions and service on public company boards provides strategic, operational and corporate governance experience. Also... Ms. Mather previously served on the board of Shutterfly, Inc., a photography and image-sharing company from 2013 to 2019, Glu Mobile Inc., a publisher of mobile games from 2005 to 2021, Airbnb, Inc., a vacation rental online marketplace company from 2018 to 2021, Arista Networks, Inc., a computer networking company from 2013 to 2022 and Alphabet Inc. from 2005 to 2023. She has also been an independent trustee to the board of trustees of Dodge & Cox Funds, a mutual fund, since May 2011. She received her M.A. from Cambridge University, and is an Honorary Fellow of Sidney Sussex College Cambridge. Career Snapshot: • Executive Vice President and CFO of Pixar (1999-2004) • Executive Vice President and CFO of Village Roadshow Pictures (1999) • Various executive positions at The Walt Disney Company (1993-1999) | | |
Our Directors
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Board Skills and Experience
Board Skills and Experience Our Board believes that having a diverse mix of directors with complementary skills, experience, and expertise is important to meeting its oversight responsibility. That diversity, combined with transparent and broad access to information and exposure to management beyond the executive officers, allows the Board to exercise effective management oversight and to ensure the care of our shareholders’ interests. Below are a number of skills that our Board members bring to Netflix. If an individual is not listed under a particular attribute, it does not signify a director’s lack of ability to contribute in such area.
Board Skills and Experience
| Leadership | | | | Experience leading an enterprise scale organization, resulting in a practical understanding of organizational behavior, processes, strategic planning, and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth. | Richard Barton Mathias Döpfner Timothy Haley Reed Hastings Jay Hoag Leslie Kilgore | Strive Masiyiwa Ann Mather Greg Peters Ambassador Susan Rice Ted Sarandos Brad Smith Anne Sweeney | | Strategy | | | | Experience and expertise in identifying and developing opportunities for long-term value creation, including experience in driving innovation, opening markets, improving operations, identifying risks, and executing successfully. | Richard Barton Mathias Döpfner Timothy Haley Reed Hastings Jay Hoag Leslie Kilgore | Strive Masiyiwa Ann Mather Greg Peters Ambassador Susan Rice Ted Sarandos Brad Smith Anne Sweeney | | Finance & Accounting | | | | Management or oversight of the finance function of an enterprise, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes. | Richard Barton Mathias Döpfner Timothy Haley Reed Hastings | Jay Hoag Leslie Kilgore Ann Mather Anne Sweeney | | Entertainment & Media | | | | Experience and expertise with the entertainment and media industry, resulting in a deep understanding of consumer expectations and innovations in content and delivery. | Richard Barton Mathias Döpfner Reed Hastings Leslie Kilgore | Ann Mather Greg Peters Ted Sarandos Anne Sweeney | | Demographic Diversity | | | | Representation of gender, ethnic, race, geographic, cultural, or other perspectives that expand the Board’s understanding of the needs and viewpoints of our members, partners, employees, governments, and other stakeholders worldwide. | Mathias Döpfner Leslie Kilgore Strive Masiyiwa | Ann Mather Ambassador Susan Rice Anne Sweeney |
Board Skills and Experience
| 2024 Proxy Statement | 13 |
Board Skills and Experience
| Global Business & Government Relations | | | | Expertise in global business cultures, consumer preferences, and government relations gained through local experience in international markets or senior positions overseeing public policy. | Mathias Döpfner Strive Masiyiwa Ann Mather | Greg Peters Ambassador Susan Rice Ted Sarandos Brad Smith | | Technology | | | | Experience and expertise in technology-related business or technology functions, resulting in knowledge of how to anticipate technological trends, understand and manage technology related risks, generate disruptive innovation, and extend or create new business models. | Richard Barton Reed Hastings Jay Hoag | Strive Masiyiwa Greg Peters Brad Smith | | Marketing | | | | Experience and expertise developing strategies to grow market share, package and position product offerings, build brand awareness and equity, and enhance enterprise reputation. | Richard Barton | Leslie Kilgore Ted Sarandos | | Human Capital Management | | | | Experience and expertise related to human resource issues such as attracting and retaining talent, succession planning, engagement of employees, and the development and evolution of culture, including the alignment of culture and long-term strategy. | Timothy Haley Reed Hastings | Greg Peters Ted Sarandos |
DIRECTOR INDEPENDENCE
DIRECTOR INDEPENDENCE The Board has determined that each of Messrs. Barton, Döpfner, Haley, Hoag, Masiyiwa and Smith, Mses. Kilgore, Mather, and Sweeney and Ambassador Rice are independent under the applicable rules of the SEC and the listing standards of the Nasdaq Stock Market; therefore, every member of the Audit Committee, Compensation Committee and Nominating and Governance Committee is an independent director in accordance with those standards.
DIRECTOR INDEPENDENCE
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How We are Selected, Elected and Evaluated
How We are Selected, Elected and Evaluated
Consideration of Director Nominees
Consideration of Director Nominees
Director Qualifications
Director Qualifications In discharging its responsibilities to nominate candidates for election to the Board, the Nominating and Governance Committee has not specified any minimum qualifications for serving on the Board. However, the Nominating and Governance Committee endeavors to evaluate, propose and approve candidates with business experience, diversity, as well as personal skills and knowledge with respect to technology, finance, marketing, financial reporting and any other areas that may be expected to contribute to an effective Board. With respect to diversity, the committee may consider such factors as diversity in viewpoint, professional experience, education, international experience, skills and other individual qualifications and attributes that contribute to board heterogeneity, including characteristics such as gender, race, and national origin.
Identifying and Evaluating Nominees for Directors
Identifying and Evaluating Nominees for Directors The Nominating and Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. Candidates may come to the attention of the Nominating and Governance Committee through management, current Board members, stockholders or other persons. These candidates are evaluated at meetings of the Nominating and Governance Committee as necessary and discussed by the members of the Nominating and Governance Committee from time to time. Candidates may be considered at any point during the year. The Nominating and Governance Committee considers properly submitted stockholder nominations for candidates for the Board. Following verification of the stockholder status of persons proposing candidates, recommendations are aggregated and considered by the Nominating and Governance Committee. If any materials are provided by a stockholder in connection with the nomination of a director candidate, such materials are forwarded to the Nominating and Governance Committee. The Nominating and Governance Committee also reviews materials provided by professional search firms or other parties in connection with a nominee who is not proposed by a stockholder.
How We are Paid
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Richard N. Barton | — | 424,426 | 424,426(2) | | Mathias Döpfner | — | 424,717 | 424,717(3) | | Timothy M. Haley | — | 424,426 | 424,426(4) | | Jay C. Hoag | — | 424,426 | 424,426(5) | | Leslie Kilgore | — | 424,426 | 424,426(6) | | Strive Masiyiwa | — | 424,717 | 424,717(7) | | Ann Mather | — | 424,426 | 424,426(8) | | Susan E. Rice(9) | 95,833 | — | 95,833 | | Bradford L. Smith | — | 424,426 | 424,426(10) | | Anne M. Sweeney | — | 424,426 | 424,426(11) |
Agreements with Directors and Executive Officers
Agreements with Directors and Executive Officers We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with us.
2024 Executive Compensation Program
| (2) The pay mix percentages reflect Ted Sarandos’ target pay mix. The Executive Chairman did not receive any cash bonus in 2023; his compensation consisted of a $500,000 base salary and a stock option allocation of $2.5 million. |
2024 Executive Compensation Program
| • | Responsiveness and Alignment with Shareholder Interests: The 2024 compensation structure is intended to promote strong alignment with shareholders by increasing the proportion of performance-based incentives and long-term equity awards with multi-year vesting or performance requirements. |
2024 Executive Compensation Program
| • | Eliminated Executives’ Ability to Allocate Compensation between Cash and Stock Options: The Compensation Committee determined to eliminate this program feature to address shareholder concerns that Executive Officers could choose all cash compensation. |
2024 Executive Compensation Program
| • | Expanded Participation in the Annual Bonus Program to all Executive Officers: The Compensation Committee expanded participation in the annual performance-based cash bonus program (the “Bonus Program”) under the Company’s Amended and Restated Performance Bonus Plan (the “Bonus Plan”) to all Executive Officers with target bonus opportunities at 200% of base salary for 2024. The Bonus Program aims to align pay with performance by awarding cash bonuses only upon the achievement of defined performance targets. The Compensation Committee believes this aligns our Executive Officers’ compensation with the Company’s financial performance and the interests of our shareholders. |
2024 Executive Compensation Program
| • | Introduced PSU and RSU Awards: Historically, we granted fully-vested stock options to our Named Executive Officers, except the stock options granted to our co-CEOs and Executive Chairman as part of their 2023 compensation package had a one-year vesting period. The Compensation Committee believes stock options are inherently performance based, as the value derived from stock options is dependent upon an appreciation in stock price. Nonetheless, the Compensation Committee is |
2024 Executive Compensation Program
| transitioning to the use of an equal mix of PSU awards (at target performance) and RSU awards for 2024 Executive Officer compensation to incorporate longer vesting periods and specific performance criteria in our equity awards. The Compensation Committee believes these changes further align with shareholders’ pay for performance expectations and are consistent with peer company practices. |
2024 Executive Compensation Program
| • | Performance-Based Restricted Stock Units Tied to Relative TSR Performance Metric: The PSU awards (weighted 50% of long-term equity awards) are intended to promote pay-for-performance and alignment with shareholder interests. The Compensation Committee selected Company TSR relative to the TSR of the companies in the S&P 500 as the performance metric to incentivize long-term, above market performance and strongly align Executive Officers’ long-term incentive compensation opportunities with the creation of long-term shareholder value. The Compensation Committee believes the S&P 500 is the appropriate index for comparison given our unique position across both the technology and entertainment industries. Consistent with this intent, the 2024 PSUs require outperformance at the 55th percentile of the S&P 500 to earn target payouts. |
2024 Executive Compensation Program
To facilitate the transition to the use of PSU awards, the Compensation Committee determined that the PSU awards granted in 2024 would be eligible to vest in three equal tranches based on performance during three performance periods, which are one, two and three years in length. Future PSU awards granted on or after January 1, 2025 are expected to be subject to a single three-year performance period.
2024 Executive Compensation Program
| • | Time-Based Restricted Stock Unit Awards with a Three-Year Vesting Term: The RSU awards (weighted 50% of long-term equity awards) are intended to retain, reward and incentivize the Executive Officers in the form of long-term compensation. The Compensation Committee reviewed equity award grant practice trends and market data and determined that RSU awards vesting quarterly over a three-year period would be the best incentive structure for our Executive Officers to reward performance over time and achieve our retention objectives. |
2024 Executive Compensation Program
| • | Double-Trigger Change-in-Control Benefits: The Compensation Committee adopted a severance policy specifically applicable to our Executive Officers (the “Executive Officer Severance Plan”) effective January 1, 2024, which replaces the previous “single trigger” change in control provisions with “double trigger” change in control provisions. Under the new policy, an Executive Officer may receive change in control benefits only upon both (1) a change in control and (2) a qualifying termination of employment occurring within a specified timeframe of the change in control. This policy change is intended to continue to incentivize executives to remain focused on delivering shareholder value through a potential transaction and also better align our benefits with investor expectations and peer company practices. The Compensation Committee determined to maintain the non-change in control severance benefit, as shareholders had not raised any concerns with the non-change in control severance amounts, but only the single-trigger nature of our prior plan. See the section below entitled “Termination-Based Compensation and Change in Control Retention Incentives.” |
Changes to the Prior Executive Compensation Program
Changes to the Prior Executive Compensation Program In response to the low say-on-pay vote in 2022, the Compensation Committee conducted extensive shareholder engagement, including two rounds of shareholder outreach. In consideration of feedback from shareholders, the Compensation Committee evolved the prior (2023) executive compensation program applicable to Reed Hastings and Ted Sarandos, the co-CEOs serving at the end of 2022, as well as Greg Peters, who was serving as the Chief Operating Officer at the end of 2022. The changes made included: (1) a minimum 50% allocation of their allocatable compensation to stock options, (2) a salary cap of $3 million(3), in the case of the co-CEOs, (3) the introduction of the Bonus Program and (4) a one-year vesting period for stock options granted to them. As discussed above, the Compensation Committee further evolved the 2024 executive compensation structure and this prior program is no longer in effect. The Compensation Committee sought to evolve the 2023 compensation structure to align with shareholder interests and incentivize the co-CEOs and Executive Chairman to execute on strategies aimed at achieving long-term success, while also maintaining aspects of our executive compensation program that we believed have helped attract and retain top talent to support our growth. To this end, the Compensation Committee introduced the changes described in the paragraph immediately above, and determined to maintain its historical practice for our remaining Named Executive Officers (other than the Executive Chairman) of setting a dollar-denominated annual compensation amount for each Named Executive Officer (“allocatable compensation”), who was then able choose to allocate a portion of that compensation amount toward stock options or cash compensation. The Compensation Committee believed this approach balanced our goal to maximize flexibility and personal choice while responding to shareholders’ desire for performance-based incentives.
Role of the compensation consultant
Role of the compensation consultant In determining executive compensation for 2023, the Compensation Committee retained Compensia to advise on executive and director compensation matters. Compensia provided various services to the Compensation Committee during 2023, including the review, analysis and update of our compensation peer group; the review and analysis of our Named Executive Officer compensation against competitive market data based on the companies in our compensation peer group; the analysis of potential and actual executive compensation program changes for 2024; the review and analysis of our non-employee director compensation; and support on other ad hoc matters. The Compensation Committee has assessed the independence of Compensia taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the Nasdaq listing standards, and concluded that no conflict of interest exists with respect to the work that Compensia performs for the Compensation Committee.
Role of the compensation consultant
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Peer group and benchmarking
Peer group and benchmarking The Compensation Committee works with Compensia in determining an appropriate peer group of companies each year. After review of the criteria used to evaluate current and potential peer companies, no changes were made to the peer group from 2022. The compensation peer group for 2023 was composed of the following companies:
2023 Netflix Peer Group
2023 Netflix Peer Group
2023 Netflix Peer Group
| Activision Blizzard, Inc. | Oracle Corporation | | Adobe, Inc. | Paramount Global | | AT&T Inc. | PayPal Holdings, Inc. | | Booking Holdings Inc. | Salesforce, Inc. | | Charter Communications, Inc. | Sirius XM Holdings, Inc. | | Comcast Corporation | Tesla, Inc. | | DISH Network Corporation | The Walt Disney Company | | Electronic Arts Inc. | Verizon Communications Inc. | | Mastercard Incorporated | Visa Inc. | | Meta Platforms, Inc. | Warner Bros. Discovery |
2023 Netflix Peer Group
With respect to each of our Named Executive Officers, in determining compensation, the Compensation Committee considered our compensation philosophy as described above, comparative market data and specific factors relative to each Named Executive Officer’s responsibilities and performance. We do not specifically benchmark compensation for our Named Executive Officers in terms of picking a particular percentile relative to other individuals with similar titles at peer group companies. The Compensation Committee believes that many subjective factors unique to each Named Executive Officer’s responsibilities and performance are not adequately reflected or otherwise accounted for in a percentile-based compensation determination.
Determining 2023 Executive Compensation under the Prior Compensation Program
| Name and Position(1) | Annual Salary ($) | Annual Stock Option Allocation ($) | Target Bonus Opportunity ($)(2) | Annual Allocatable Compensation ($) | | Ted Sarandos, co-Chief Executive Officer and President | | | | | | 2023 | 3,000,000 | 20,000,000 | 17,000,000 | 40,000,000 | | 2022 | 20,000,000 | 20,000,000 | — | 40,000,000 | | 2021 | 20,000,000 | 14,650,000 | — | 34,650,000 | | Greg Peters, co-Chief Executive Officer and President | | | | | | 2023(3) | 3,000,000 | 17,325,000 | 14,325,000 | 34,650,000 | | 2022 | 16,000,000 | 8,000,000 | — | 24,000,000 | | 2021 | 12,000,000 | 6,900,000 | — | 18,900,000 | | Reed Hastings, Executive Chairman of the Board | | | | | | 2023(4) | 500,000 | 2,500,000 | — | 3,000,000 | | 2022 | 650,000 | 34,000,000 | — | 34,650,000 | | 2021 | 650,000 | 34,000,000 | — | 34,650,000 | | Spencer Neumann, Chief Financial Officer | | | | | | 2023 | 7,000,000 | 7,000,000 | — | 14,000,000 | | 2022 | 7,000,000 | 7,000,000 | — | 14,000,000 | | 2021 | 6,000,000 | 5,550,000 | — | 11,550,000 | | David Hyman, Chief Legal Officer | | | | | | 2023 | 4,000,000 | 7,000,000 | — | 11,000,000 | | 2022 | 6,000,000 | 5,000,000 | — | 11,000,000 | | 2021 | 4,725,000 | 4,725,000 | — | 9,450,000 | | Rachel Whetstone, Chief Communications Officer | | | | | | 2023 | 5,700,000 | 800,000 | — | 6,500,000 | | 2022 | 5,500,000 | 1,000,000 | — | 6,500,000 | | 2021 | 4,750,000 | 500,000 | — | 5,250,000 | | Sergio Ezama, Chief Talent Officer | | | | | | 2023 | 3,700,000 | 1,800,000 | — | 5,500,000 | | 2022 | 3,000,000 | 1,500,000 | — | 4,500,000 |
Determining 2023 Executive Compensation under the Prior Compensation Program
| (2) The Bonus Program was introduced in 2023, and only the co-CEOs participated in the Bonus Program for 2023. |
Elements of the Prior Executive Compensation Program
| • | Stock Options. We believe that equity ownership, including stock and stock options, helps align the interest of our Named Executive Officers with those of our shareholders and links executive compensation to long-term Company performance. In 2023, we required our co-CEOs and our Executive Chairman to allocate at least 50% of their allocatable compensation to stock options. |
Elements of the Prior Executive Compensation Program
Stock options for a given compensation year are granted beginning in February and through January of the next calendar year. We granted stock options on the first trading day of each month with the number of options granted based on the closing stock price on that trading day (see formula below). Granting options monthly produces a dollar cost averaging effect, which we believe has helped reduce the potential negative impacts with employee distraction and morale. The number of monthly stock options granted was determined by the following formula:
Elements of the Prior Executive Compensation Program
| (the amount of an employee’s total annual stock option allocation/12) | | (the closing trading price of a share of our stock on the grant date x 0.40) |
Elements of the Prior Executive Compensation Program
Our option grant formula requires 40% stock price appreciation from the date of grant before an executive breaks even with the foregone cash compensation. In practice, our methodology serves as de facto vesting criteria because it requires meaningful performance improvement before it is worthwhile to exercise the options. We believe that this structure and the corresponding trade-off of current cash compensation for longer-term appreciation potential significantly aligns our executive interests with shareholder interests. The options granted to the co-CEOs and Executive Chairman for the 2023 compensation year, which includes the stock options granted from February 2023 through January 2024, had a one-year vesting period, and options granted to the other Named Executive Officers were vested upon grant. Options are exercisable up to 10 years following grant, regardless of employment status.
Elements of the Prior Executive Compensation Program
| • | Annual Performance-Based Cash Bonus Program. The Bonus Program, discussed in further detail below, aims to align pay with performance, by awarding cash bonuses only upon the achievement of defined performance targets. We believe this aligns our co-CEOs’ compensation with the Company’s financial performance and the interests of our shareholders. |
Annual Performance-Based Cash Bonus Program
Annual Performance-Based Cash Bonus Program In 2023, the Compensation Committee introduced the Bonus Program to further align pay with performance, by awarding cash bonuses only upon the achievement of defined financial performance targets. In 2023, Mr. Sarandos and Mr. Peters participated in a Bonus Program, and the target bonus opportunity was the portion of the allocatable compensation not allocated to stock options and in excess of the salary cap. Set forth below are the target bonus opportunities for Mr. Sarandos and Mr. Peters for 2023.
Annual Performance-Based Cash Bonus Program
| Named Executive Officer | Target Bonus Opportunity | | Ted Sarandos | $17,000,000 | | Greg Peters | $14,325,000 |
Annual Performance-Based Cash Bonus Program
The Compensation Committee chose F/X Neutral Revenue and F/X Neutral Operating Margin as the financial performance metrics to determine the bonus awards, which each metric weighted equally and independently of the other performance metric. The Compensation Committee believed F/X Neutral Revenue and F/X Neutral Operating Margin were appropriate because they are the best indicators of successful execution of our business strategy, emphasizing growth while managing margins, which it believed most directly influences long-term shareholder value. F/X Neutral Revenue and F/X Neutral Operating Margin are non-GAAP(4) measures. F/X Neutral Revenue was calculated assuming foreign exchange rates had remained constant with foreign exchange rates from each of the corresponding months of the prior-year period. F/X Neutral Operating Margin was calculated by dividing Adjusted Operating Profit by Adjusted Revenue. Adjusted Revenue is calculated using foreign exchange rates as of the beginning of the fiscal year. Adjusted Operating Profit is calculated as Adjusted Revenue less Adjusted Operating Expenses. Adjusted Operating Expenses was calculated using foreign exchange rates as of the beginning of the fiscal year, excluding the foreign exchange impact on content amortization as titles are amortized at a historical blended rate based on the timing of spend. When setting the goals for F/X Neutral Revenue and F/X Neutral Operating Margin, the Compensation Committee considered a number of factors, including the uncertainty caused by the introduction of new initiatives, such as the lower priced ad-supported subscription plan and the Company’s approach to address account sharing. The Compensation Committee also considered the likelihood of a range of scenarios for F/X Neutral Revenue and F/X Neutral Operating Margin and factors that were projected to have an impact. Based on these considerations, in the first quarter of 2023, the Compensation Committee set annual performance goals at levels they considered appropriately rigorous for the year and required growth compared to the prior year. The table below shows the payout that could be earned at various performance achievements under the Bonus Program. Linear interpolation is used for achievement between band 1 and maximum and threshold and mid-point, for the F/X Neutral Revenue metric, and achievement between target and maximum, mid-point, and target, threshold and mid-point, for the F/X Neutral Operating Margin metric. Achievement below the threshold levels would result in no payout, and achievement at or above the maximum levels was capped at 120% of target.
Annual Performance-Based Cash Bonus Program
| Performance Metric | Performance Achieved | | | | Payout Earned | | | | | | Threshold | Mid-Point | Target | Maximum | Threshold | Mid-Point | Target | Maximum | | F/X Neutral Revenue | $33.60 B | $33.99B | $34.78 B | $35.41B | 50% | 75% | 100% | 120% | | F/X Neutral Operating Margin | 12.5% | 15.0% | 20.0% | 22.0% | 50% | 75% | 100% | 120% |
Annual Performance-Based Cash Bonus Program
| (4) Generally accepted accounting principles in the United States. |
Annual Performance-Based Cash Bonus Program
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Annual Performance-Based Cash Bonus Program
In 2023, actual F/X Neutral Revenue was $34.32 billion, which was 85.4% of our target, resulting in a 85.4% payout. F/X Neutral Operating Margin was 20.9%, which was 109.2% of our target, resulting in a 109.2% payout. This resulted in a payout of 97.3% of the target bonus amount, determined as follows: Based on F/X Neutral Revenue and F/X Neutral Operating Margin performance against the performance targets set at the beginning of 2023, the Compensation Committee determined that Messrs. Sarandos and Peters receive the following cash bonuses for performance in 2023:
Annual Performance-Based Cash Bonus Program
| Named Executive Officer | Annual Cash Bonus | | Ted Sarandos | $16,541,385 | | Greg Peters | $13,938,549 |
Annual Performance-Based Cash Bonus Program
To facilitate the executive compensation program transitions for Messrs. Sarandos and Peters and the significant reduction in cash salary in 2023 as compared to 2022, the Compensation Committee approved the payment of 2023 annual bonuses in four installments. Twenty percent (20%) of the target bonus amount was paid in advance each quarter for the first, second, and third fiscal quarters of 2023, and the remaining amount was paid following the completion of the 2023 performance period and the determination of actual achievement of the 2023 performance goals. For the 2024 bonus program, 45% of the target bonus amount will be paid in advance with the remaining amount to be paid following the completion of the 2024 performance period.
Termination-Based Compensation and Change in Control Retention Incentives
Termination-Based Compensation and Change in Control Retention Incentives As of December 31, 2023, each of our Named Executive Officers was eligible to participate in the Amended and Restated Executive Severance and Retention Incentive Plan (the “Severance Plan”). In December 2023, the Compensation Committee approved a new severance plan for our Rule 3b-7 executive officers (the “Executive Officer Severance Plan”) and amended the Severance Plan to exclude individuals who are eligible to participate in the Executive Officer Severance Plan, in each case, effective as of January 1, 2024. Under the Severance Plan, each employee of the Company at the level of Vice President or higher who is eligible to participate (“Covered Executive”) is entitled to a severance benefit upon termination of their employment by the Company or its affiliates (other than for cause, death or permanent disability) so long as they sign a waiver and release of claims in a form reasonably satisfactory to the Company. In 2023, the severance benefit consisted of a lump sum cash payment equal to 12 months of allocatable compensation, or, for newly-hired Covered Executives only, a cash payment equal to 36 months of allocatable compensation, which is reduced by an amount equal to one month of allocatable compensation for each month of tenure at the Company for the first 24 months of continuous employment following hire by the Company, such that the minimum benefit for such newly hired Covered Executives is the cash equivalent of 12 months of allocatable compensation. The Severance Plan also provides discretion to the plan administrator to provide a severance benefit that is different than the standard 12 months of allocatable compensation, so long as the benefit is no
Termination-Based Compensation and Change in Control Retention Incentives
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Termination-Based Compensation and Change in Control Retention Incentives
less than 12 months. The right to receive a severance benefit terminates upon a change in control transaction, so that the Covered Executives under the Severance Plan are not entitled to both a change in control benefit as well as a severance benefit. In lieu of the severance benefit described above, the Severance Plan provides that certain eligible employees covered by the Severance Plan who are employed by the Company on the date of a change in control transaction are entitled to receive a lump sum cash payment equal to 12 months of allocatable compensation regardless of whether their employment terminates. This is a “single trigger” change in control benefit. During 2023, each of our Named Executive Officers would have been entitled to receive this benefit, had a change in control transaction occurred. The benefits owing under the Severance Plan are to be paid to an individual covered thereunder by the Company as soon as administratively practicable following the completion of all conditions to the payment, but in no event more than two and one half months following the date of the triggering event. Each of the terms “allocatable compensation,” “cause” and “change in control” are defined in the Severance Plan, a copy of which is attached as Exhibit 10.1 to the Company’s Form 10-Q filed on April 21, 2023 (for the version in effect as of December 31, 2023) and a copy of which is attached as Exhibit 10.4 to the Company’s Form 8-K filed on December 8, 2023 (for the version in effect as of January 1, 2024). However, the Executive Officer Severance Plan, which Messrs. Sarandos, Peters, Hastings, Neumann and Hyman participate in effective as of January 1, 2024, does not feature a single trigger change in control benefit and instead features a double-trigger change in control benefit. Effective as of January 1, 2024, Messrs. Sarandos, Peters, Hastings, Neumann and Hyman participate in the Executive Officer Severance Plan. Under such plan, if they experience a termination of employment from the Company without cause or resign for good reason, in each case, within 3 months prior to or 24 months following a change in control (the “change in control protection period”), they are eligible to receive the following, payable no later than two and one half months following the later of the date of their termination of employment or a change in control: (i) a cash lump sum equal to two times the sum of their (a) annual base salary and (b) target annual bonus under the Bonus Plan; (ii) a pro-rata lump sum cash bonus, based on target performance under the Bonus Plan, but pro-rated for the number of days that the participant was employed during the performance period; and (iii) a cash lump sum for twenty-four months of continued health, dental and vision benefits for the participant and their covered dependents. Alternatively, if a participant in the Executive Officer Severance Plan has their employment terminated without cause outside of the change in control protection period, they will be entitled to receive (i) a lump sum cash payment equal to the sum of their (a) annual base salary, (b) target annual bonus under the Bonus Plan and (c) target annual equity award opportunity for RSUs and PSUs (at target) payable no later than two and one half months following their termination of employment and (ii) a pro-rata bonus under the Bonus Plan (“Pro Rata Bonus”), based on actual performance as determined at the end of the performance period and paid at the time when bonuses are paid to actively employed executives, but pro-rated for the number of days that the participant was employed during the performance period. Each of the terms “change in control”, “cause” and “good reason” are defined in the Executive Officer Severance Plan, a copy of which is attached as Exhibit 10.3 to the Company’s Form 8-K filed on December 8, 2023. PSUs and RSUs also contain certain acceleration provisions. Specifically, the RSUs granted in January 2024 will (i) accelerate in full in connection with an Executive Officer’s termination of employment without cause or resignation for good reason during a change in control protection period or the Executive Officer’s death or disability (with the terms “cause”, “change in control protection period”, “disability” and “good reason” defined in the applicable award agreement) and (ii) accelerate on a pro-rata basis in connection with the Executive Officer’s termination of employment without cause outside of a change in control protection period. Additionally, the PSUs granted in January 2024 will (i) accelerate on a pro-rata basis in connection with the Executive Officer’s termination of employment without cause outside of a change in control protection period based on actual performance as of the termination date, (ii) accelerate and pay out based on the greater of target and actual performance as of the change in control in connection with the Executive Officer’s termination of employment without cause or resignation for good reason during a change in control protection period, (iii) in connection with a change in control under certain circumstances, be deemed achieved at the greater of target and actual performance as of the change in control, convert into RSUs, and remain subject to continued time-vesting requirements, with a certain portion of the RSUs accelerated, (iv) in connection with a change in control under certain circumstances, be deemed achieved at the greater of target and actual performance as of the change in control and accelerate in full, and (v) accelerate in full generally based on actual performance as of the Executive Officer’s death or disability (with the terms “cause”, “change in control”, “change in control protection period”, “disability” and “good reason” defined in the applicable award agreement). Please see the Company’s Form 8-K filed on December 8, 2023 for additional details about the RSUs and PSUs granted to Executive Officers in January 2024.
Termination-Based Compensation and Change in Control Retention Incentives
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Termination-Based Compensation and Change in Control Retention Incentives
We believe that benefits under the Severance Plan and Executive Officer Severance Plan are consistent with similar benefits offered to similarly-situated executive officers of similarly situated companies and moreover, that they are an important mechanism for attracting and retaining outstanding performers. The Bonus Plan provides for a prorated bonus in the event of an involuntary termination (other than for cause) based on the number of calendar days a participant was actively employed during a given performance period. Each of the terms “cause,” “participant” and “performance period” are defined in the Bonus Plan, a copy of which is attached as Exhibit 10.1 to the Company’s Form 8-K filed on December 9, 2022. However, the Executive Officer Severance Plan provides that such prorated bonus will not apply to the extent it is duplicative with any pro-rata bonus provided under the Executive Officer Severance Plan. Certain stock options granted to each of Messrs. Sarandos, Peters and Hastings also contain acceleration provisions, such that if the Executive Officer’s employment is terminated by the Company other than for Cause, any options that would have otherwise vested during the 12 months following the employment termination date accelerate and vest in full.
Tax Considerations
Tax Considerations Section 162(m) of the Internal Revenue Code (“Section 162(m)”) was among the provisions that were amended pursuant to The Tax Cuts and Jobs Act (the “Tax Act”), which was signed into law on December 22, 2017. The prior version of Section 162(m) generally disallowed a tax deduction for compensation that we paid to our Chief Executive Officer or any of the next three most highly compensated executive officers (excluding the Chief Financial Officer) to the extent that the compensation for any such individual exceeded $1 million in any taxable year. However, this deduction limitation did not apply to compensation that was “performance-based” under Section 162(m). The Tax Act amended Section 162(m) to eliminate the exception for performance-based compensation. As a result, effective for our 2018 fiscal year and thereafter, the maximum U.S. federal income tax deduction that we may receive for annual compensation paid to any individual who is a “covered employee” under Section 162(m) is $1 million per covered employee. The Tax Act also expanded the list of individuals who are “covered employees” under Section 162(m), which now includes the Chief Executive Officer, Chief Financial Officer, the three most highly compensated officers and any former covered employee for any taxable year beginning after December 31, 2016. For tax years beginning on and after December 31, 2026, the list of “covered employees” will be further expanded to include five additional highly compensated employees. We continued to grant stock options in 2023, although the compensation income recognized upon exercise of such grants by covered employees under Section 162(m) will not be deductible by us to the extent the total compensation for each covered employee exceeds $1 million in the year in which the stock options are exercised. Additionally, cash payments made under the Bonus Plan to covered employees will not be deductible by us to the extent that the total compensation for each covered employee exceeds $1 million in the applicable year. The Compensation Committee considers the tax impact of the Company’s executive compensation program. However, to maintain the flexibility to provide compensation programs for our Named Executive Officers that will best incentivize them to achieve our key business objectives, the Compensation Committee reserves the right to pay compensation that is not tax deductible.
Summary Compensation Table
Summary Compensation Table The following Summary Compensation Table sets forth information concerning the compensation paid to our Named Executive Officers in 2023, 2022, and 2021, other than Mr. Ezama who is a Named Executive Officer only for 2023. A description of the method for determining the amount of salary in proportion to total compensation is set forth above in “Compensation Discussion and Analysis.”
Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | TED SARANDOS co-Chief Executive Officer and President | 2023 | 3,000,000 | 28,308,620 | 16,541,385 | 1,984,931(5) | 49,834,936 | | | 2022 | 20,000,000 | 28,512,519 | — | 1,786,777 | 50,299,296 | | | 2021 | 20,000,000 | 17,119,501 | — | 1,112,663 | 38,232,164 | | GREG PETERS(6) co-Chief Executive Officer and President | 2023 | 2,890,385(6) | 22,667,588(6) | 13,938,549 | 620,602(7) | 40,117,124 | | | 2022 | 16,000,000 | 11,512,000 | — | 617,263 | 28,129,263 | | | 2021 | 12,000,000 | 8,063,284 | — | 308,109 | 20,371,393 | | REED HASTINGS(8) Executive Chairman | 2023 | 510,962(8) | 10,643,357(8) | — | 136,092(9) | 11,290,411 | | | 2022 | 650,000 | 49,408,182 | — | 1,015,055 | 51,073,237 | | | 2021 | 650,000 | 39,731,118 | — | 442,607 | 40,823,725 | | SPENCER NEUMANN Chief Financial Officer | 2023 | 7,000,000 | 9,907,780 | — | 94,073(10) | 17,001,853 | | | 2022 | 7,000,000 | 10,022,952 | — | 38,537 | 17,061,489 | | | 2021 | 6,000,000 | 6,480,431 | — | 30,265 | 12,510,696 | | DAVID HYMAN Chief Legal Officer | 2023 | 4,000,000 | 9,664,029 | — | 16,044(11) | 13,680,073 | | | 2022 | 6,000,000 | 7,237,681 | — | 12,971 | 13,250,652 | | | 2021 | 4,725,000 | 5,440,831 | — | 11,742 | 10,177,573 | | RACHEL WHETSTONE(12) Chief Communications Officer | 2023 | 5,700,000 | 1,156,539 | — | — | 6,856,539 | | | 2022 | 5,500,000 | 1,401,707 | — | 2,799 | 6,904,506 | | | 2021 | 4,750,000 | 579,116 | — | 302 | 5,329,418 | | SERGIO EZAMA(13) Chief Talent Officer | 2023 | 3,700,000 | 2,511,147 | — | 173,554(14) | 6,384,701 |
Summary Compensation Table
| (1) Titles reflect the positions held by each Named Executive Officer on December 31, 2023. |
Summary Compensation Table
| (2) Dollar amounts in the Option Awards column reflect the grant date fair value with respect to stock options during the respective fiscal year, computed in accordance with FASB ASC Topic 718. The dollar amounts set forth in the Option Awards column are different than the stock option allocation amounts described in the section above entitled “Compensation Discussion and Analysis” because the stock option allocation amounts in such section are reflective of the total compensation amount attributable to stock option grants, rather than the accounting valuation. For a discussion of the assumptions made in the valuation reflected in the Option Awards column, refer to Note 9 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2023 in our Form 10-K filed with the SEC on January 26, 2024. Stock options for a given compensation year are granted beginning in February and through January of the next calendar year. The options granted in January 2023 are based on the Named Executive Officer’s stock option allocation for the 2022 compensation year. |
Summary Compensation Table
| (3) Amounts listed in this column are reflective of actual bonus amounts earned under the 2023 Bonus Program for performance during 2023, a portion of which was paid in early 2024. Further information about the Bonus Program is available in the section above entitled “Compensation Discussion and Analysis.” |
Summary Compensation Table
| (4) We permit our Named Executive Officers and their family members and guests to use our corporate aircraft for personal use. Personal use of company aircraft is calculated based upon our actual aggregate incremental cost to operate the aircraft, including fuel, engine maintenance programs, landing and handling fees, and crew travel costs, as well as other variable costs. |
Summary Compensation Table
| 2024 Proxy Statement | 57 |
Summary Compensation Table
| (5) Includes $13,200 representing our matching contribution made under our 401(k) plan, $55,913 for car services, $620,013 for personal use of company aircraft, and $1,295,805 in residential security costs paid to a third-party provider by the Company valued on the basis of aggregate incremental cost to the Company. The Compensation Committee approved the residential security costs after considering the potential security concerns related to Mr. Sarandos’ service as an executive officer and believes the security costs are a necessary and appropriate business expense. |
Summary Compensation Table
| (6) Mr. Peters was promoted to co-CEO and President on January 13, 2023. In connection with his promotion, the Compensation Committee increased Mr. Peters’ salary from $1.5 million to $3 million, his stock option allocation was adjusted from $12 million to $17.325 million, and his estimated target bonus was increased from $10.5 million to $14.325 million. |
Summary Compensation Table
| (7) Includes $620,602 for personal use of company aircraft. |
Summary Compensation Table
| (8) Mr. Hastings served as the Company’s co-CEO until January 13, 2023 when he transitioned to the role of Executive Chairman. He remains an executive officer as defined in Rule 3b-7 under the Exchange Act. In connection with this transition, the Compensation Committee adjusted his base salary from $650,000 to $500,000, and his stock option allocation was reduced from $34 million to $2.5 million. |
Summary Compensation Table
| (9) Includes $136,092 for personal use of company aircraft. |
Summary Compensation Table
| (10) Includes $13,200 representing our matching contribution made under our 401(k) plan, $51,226 for personal use of company aircraft, $29,297 for car services and $350 reimbursed by the Company for tax preparation related to business travel. |
Summary Compensation Table
| (11) Includes $13,200 representing our matching contribution made under our 401(k) plan, $2,494 for commuting expenses and $350 reimbursed by the Company for tax preparation related to business travel. |
Summary Compensation Table
| (12) Ms. Whetstone continues to serve as the Company’s Chief Communications Officer, but she is no longer considered an executive officer, as defined in Rule 3b-7 under the Exchange Act. |
Summary Compensation Table
| (13) Mr. Ezama continues to serve as the Company’s Chief Talent Officer, but he is no longer considered an executive officer, as defined in Rule 3b-7 under the Exchange Act. Mr. Ezama was not a Named Executive Officer in 2022 and 2021. |
Summary Compensation Table
| (14) Includes $13,200 representing our matching contribution made under our 401(k) plan, $160,004 for tax gross-ups related to business travel and $350 reimbursed by the Company for tax preparation related to business travel. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information concerning grants of awards made to the Named Executive Officers during 2023. Stock options for a given compensation year are granted beginning in February and through January of the next calendar year. As described above in “Compensation Discussion and Analysis,” we granted the Named Executive Officers, other than our co-CEOs and Executive Chairman, fully vested stock options on a monthly basis. The options granted to our co-CEOs and Executive Chairman for the 2023 compensation year, beginning with the stock options granted in February 2023, were subject to a one-year vesting period. These stock options can generally be exercised up to 10 years following the date of grant, regardless of employment status. These were the only type of equity awards made to the Named Executive Officers during 2023. The material terms of these stock option grants, including the formula for determining the number of stock options to be granted, are set forth above in the “Compensation Discussion and Analysis.” The co-CEOs also participated in the 2023 Bonus Program.
Grants of Plan-Based Awards
| Name | Grant Date | Estimated possible payouts under non-equity incentive plan awards | | | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($)(1) | Target ($) | Maximum ($) | | | | | Ted Sarandos | | 4,250,000 | 17,000,000 | 20,400,000 | | | | | | 1/3/2023 | | | | 14,127 | 294.95 | 2,436,994 | | | 2/1/2023 | | | | 11,510 | 361.99 | 2,437,007 | | | 3/1/2023 | | | | 13,292 | 313.48 | 2,437,165 | | | 4/3/2023 | | | | 11,964 | 348.28 | 2,342,738 | | | 5/1/2023 | | | | 12,855 | 324.12 | 2,342,592 | | | 6/1/2023 | | | | 10,336 | 403.13 | 2,342,698 | | | 7/3/2023 | | | | 9,439 | 441.44 | 2,307,973 | | | 8/1/2023 | | | | 9,499 | 438.62 | 2,307,807 | | | 9/1/2023 | | | | 9,472 | 439.88 | 2,307,858 | | | 10/2/2023 | | | | 10,956 | 380.33 | 2,348,723 | | | 11/1/2023 | | | | 9,916 | 420.19 | 2,348,559 | | | 12/1/2023 | | | | 8,946 | 465.74 | 2,348,506 |
Grants of Plan-Based Awards
| (1) For the 2023 Bonus Program, the Compensation Committee selected F/X Neutral Revenue and F/X Neutral Operating Margin as the financial performance measures to determine the bonus awards, with each metric weighted equally and independent of the other performance metric. The threshold is calculated assuming threshold performance was achieved for one of the metrics only. |
Grants of Plan-Based Awards
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Grants of Plan-Based Awards
| Name | Grant Date | Estimated possible payouts under non-equity incentive plan awards | | | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($)(1) | Target ($) | Maximum ($) | | | | | Greg Peters | | 3,581,000 | 14,325,000 | 17,190,000 | | | | | | 1/3/2023 | | | | 5,651 | 294.95 | 974,832 | | | 2/1/2023 | | | | 6,577 | 361.99 | 1,392,545 | | | 3/1/2023 | | | | 11,514 | 313.48 | 2,111,159 | | | 4/3/2023 | | | | 10,363 | 348.28 | 2,029,237 | | | 5/1/2023 | | | | 11,136 | 324.12 | 2,029,336 | | | 6/1/2023 | | | | 8,954 | 403.13 | 2,029,462 | | | 7/3/2023 | | | | 8,176 | 441.44 | 1,999,151 | | | 8/1/2023 | | | | 8,229 | 438.62 | 1,999,257 | | | 9/1/2023 | | | | 8,205 | 439.88 | 1,999,152 | | | 10/2/2023 | | | | 9,491 | 380.33 | 2,034,660 | | | 11/1/2023 | | | | 8,589 | 420.19 | 2,034,265 | | | 12/1/2023 | | | | 7,750 | 465.74 | 2,034,532 | | Reed Hastings | | — | — | — | | | | | | 1/3/2023 | | | | 24,016 | 294.95 | 4,142,910 | | | 2/1/2023 | | | | 16,867 | 361.99 | 3,571,241 | | | 3/1/2023 | | | | 1,662 | 313.48 | 304,737 | | | 4/3/2023 | | | | 1,495 | 348.28 | 292,744 | | | 5/1/2023 | | | | 1,607 | 324.12 | 292,847 | | | 6/1/2023 | | | | 1,292 | 403.13 | 292,837 | | | 7/3/2023 | | | | 1,180 | 441.44 | 288,527 | | | 8/1/2023 | | | | 1,187 | 438.62 | 288,385 | | | 9/1/2023 | | | | 1,184 | 439.88 | 288,482 | | | 10/2/2023 | | | | 1,370 | 380.33 | 293,698 | | | 11/1/2023 | | | | 1,239 | 420.19 | 293,451 | | | 12/1/2023 | | | | 1,118 | 465.74 | 293,498 | | Spencer Neumann | | — | — | — | | | | | | 1/3/2023 | | | | 4,944 | 294.95 | 852,871 | | | 2/1/2023 | | | | 4,029 | 361.99 | 853,002 | | | 3/1/2023 | | | | 4,652 | 313.48 | 852,915 | | | 4/3/2023 | | | | 4,187 | 348.28 | 819,860 | | | 5/1/2023 | | | | 4,500 | 324.12 | 820,024 | | | 6/1/2023 | | | | 3,617 | 403.13 | 819,789 | | | 7/3/2023 | | | | 3,304 | 441.44 | 807,870 | | | 8/1/2023 | | | | 3,324 | 438.62 | 807,568 | | | 9/1/2023 | | | | 3,316 | 439.88 | 807,938 | | | 10/2/2023 | | | | 3,834 | 380.33 | 821,917 | | | 11/1/2023 | | | | 3,471 | 420.19 | 822,083 | | | 12/1/2023 | | | | 3,131 | 465.74 | 821,943 |
Grants of Plan-Based Awards
| (1) For the 2023 Bonus Program, the Compensation Committee selected F/X Neutral Revenue and F/X Neutral Operating Margin as the financial performance measures to determine the bonus awards, with each metric weighted equally and independent of the other performance metric. The threshold is calculated assuming threshold performance was achieved for one of the metrics only. |
Grants of Plan-Based Awards
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Grants of Plan-Based Awards
| Name | Grant Date | Estimated possible payouts under non-equity incentive plan awards | | | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($)(1) | Target ($) | Maximum ($) | | | | | David Hyman | | — | — | — | | | | | | 1/3/2023 | | | | 3,531 | 294.95 | 609,120 | | | 2/1/2023 | | | | 4,029 | 361.99 | 853,002 | | | 3/1/2023 | | | | 4,652 | 313.48 | 852,915 | | | 4/3/2023 | | | | 4,187 | 348.28 | 819,860 | | | 5/1/2023 | | | | 4,500 | 324.12 | 820,024 | | | 6/1/2023 | | | | 3,617 | 403.13 | 819,789 | | | 7/3/2023 | | | | 3,304 | 441.44 | 807,870 | | | 8/1/2023 | | | | 3,324 | 438.62 | 807,568 | | | 9/1/2023 | | | | 3,316 | 439.88 | 807,938 | | | 10/2/2023 | | | | 3,834 | 380.33 | 821,917 | | | 11/1/2023 | | | | 3,471 | 420.19 | 822,083 | | | 12/1/2023 | | | | 3,131 | 465.74 | 821,943 | | Rachel Whetstone | | — | — | — | | | | | | 1/3/2023 | | | | 706 | 294.95 | 121,789 | | | 2/1/2023 | | | | 460 | 361.99 | 97,389 | | | 3/1/2023 | | | | 532 | 313.48 | 97,539 | | | 4/3/2023 | | | | 479 | 348.28 | 93,793 | | | 5/1/2023 | | | | 514 | 324.12 | 93,665 | | | 6/1/2023 | | | | 413 | 403.13 | 93,606 | | | 7/3/2023 | | | | 378 | 441.44 | 92,426 | | | 8/1/2023 | | | | 380 | 438.62 | 92,321 | | | 9/1/2023 | | | | 379 | 439.88 | 92,343 | | | 10/2/2023 | | | | 438 | 380.33 | 93,897 | | | 11/1/2023 | | | | 396 | 420.19 | 93,790 | | | 12/1/2023 | | | | 358 | 465.74 | 93,981 | | Sergio Ezama | | — | — | — | | | | | | 1/3/2023 | | | | 1,059 | 294.95 | 182,683 | | | 2/1/2023 | | | | 1,036 | 361.99 | 219,337 | | | 3/1/2023 | | | | 1,197 | 313.48 | 219,463 | | | 4/3/2023 | | | | 1,076 | 348.28 | 210,693 | | | 5/1/2023 | | | | 1,157 | 324.12 | 210,837 | | | 6/1/2023 | | | | 930 | 403.13 | 210,783 | | | 7/3/2023 | | | | 850 | 441.44 | 207,836 | | | 8/1/2023 | | | | 855 | 438.62 | 207,723 | | | 9/1/2023 | | | | 852 | 439.88 | 207,589 | | | 10/2/2023 | | | | 986 | 380.33 | 211,375 | | | 11/1/2023 | | | | 893 | 420.19 | 211,501 | | | 12/1/2023 | | | | 805 | 465.74 | 211,327 |
Grants of Plan-Based Awards
| (1) For the 2023 Bonus Program, the Compensation Committee selected F/X Neutral Revenue and F/X Neutral Operating Margin as the financial performance measures to determine the bonus awards, with each metric weighted equally and independent of the other performance metric. The threshold is calculated assuming threshold performance was achieved for one of the metrics only. |
Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information concerning equity awards for each Named Executive Officer that remained outstanding as of December 31, 2023. All stock options granted to the Named Executive Officers were fully vested, other than the stock options granted to the co-CEOs and Executive Chairman in 2023, which had a one-year vesting period. The stock options can generally be exercised up to 10 years following the date of grant.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Ted Sarandos | 5/1/2015 | 25,130 | | 79.58 | 5/1/2025 | | | 6/1/2015 | 22,470 | | 89.00 | 6/1/2025 | | | 7/1/2015 | 21,357 | | 93.64 | 7/1/2025 | | | 2/1/2016 | 26,125 | | 94.09 | 2/1/2026 | | | 3/1/2016 | 25,008 | | 98.30 | 3/1/2026 | | | 5/2/2016 | 26,405 | | 93.11 | 5/2/2026 | | | 7/1/2016 | 25,430 | | 96.67 | 7/1/2026 | | | 8/1/2016 | 26,050 | | 94.37 | 8/1/2026 | | | 9/1/2016 | 25,245 | | 97.38 | 9/1/2026 | | | 1/3/2017 | 19,282 | | 127.49 | 1/3/2027 | | | 7/3/2017 | 15,679 | | 146.17 | 7/3/2027 | | | 6/1/2018 | 8,248 | | 359.93 | 6/1/2028 | | | 7/2/2018 | 7,456 | | 398.18 | 7/2/2028 | | | 8/1/2018 | 8,773 | | 338.38 | 8/1/2028 | | | 9/4/2018 | 8,165 | | 363.60 | 9/4/2028 | | | 10/1/2018 | 7,783 | | 381.43 | 10/1/2028 | | | 2/1/2019 | 8,276 | | 339.85 | 2/1/2029 | | | 3/1/2019 | 7,871 | | 357.32 | 3/1/2029 | | | 4/1/2019 | 7,664 | | 366.96 | 4/1/2029 | | | 5/1/2019 | 7,425 | | 378.81 | 5/1/2029 | | | 6/3/2019 | 8,355 | | 336.63 | 6/3/2029 | | | 7/1/2019 | 7,508 | | 374.60 | 7/1/2029 | | | 8/1/2019 | 8,802 | | 319.50 | 8/1/2029 | | | 1/2/2020 | 8,527 | | 329.81 | 1/2/2030 | | | 2/3/2020 | 8,525 | | 358.00 | 2/3/2030 | | | 3/2/2020 | 8,010 | | 381.05 | 3/2/2030 | | | 4/1/2020 | 8,383 | | 364.08 | 4/1/2030 | | | 5/1/2020 | 7,350 | | 415.27 | 5/1/2030 | | | 6/1/2020 | 7,166 | | 425.92 | 6/1/2030 | | | 7/1/2020 | 6,284 | | 485.64 | 7/1/2030 | | | 8/3/2020 | 6,121 | | 498.62 | 8/3/2030 | | | 9/1/2020 | 5,484 | | 556.55 | 9/1/2030 | | | 10/1/2020 | 5,786 | | 527.51 | 10/1/2030 | | | 11/2/2020 | 6,304 | | 484.12 | 11/2/2030 |
Outstanding Equity Awards at Fiscal Year End
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Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Ted Sarandos (continued) | 12/1/2020 | 6,049 | | 504.58 | 12/1/2030 | | | 1/4/2021 | 5,837 | | 522.86 | 1/4/2031 | | | 2/1/2021 | 5,662 | | 539.04 | 2/1/2031 | | | 3/1/2021 | 5,543 | | 550.64 | 3/1/2031 | | | 4/1/2021 | 5,658 | | 539.42 | 4/1/2031 | | | 5/3/2021 | 5,995 | | 509.11 | 5/3/2031 | | | 6/1/2021 | 6,116 | | 499.08 | 6/1/2031 | | | 7/1/2021 | 5,720 | | 533.54 | 7/1/2031 | | | 8/2/2021 | 5,925 | | 515.15 | 8/2/2031 | | | 9/1/2021 | 5,243 | | 582.07 | 9/1/2031 | | | 10/1/2021 | 4,978 | | 613.15 | 10/1/2031 | | | 11/1/2021 | 4,481 | | 681.17 | 11/1/2031 | | | 12/1/2021 | 4,940 | | 617.77 | 12/1/2031 | | | 1/3/2022 | 5,109 | | 597.37 | 1/3/2032 | | | 2/1/2022 | 9,115 | | 457.13 | 2/1/2032 | | | 3/1/2022 | 10,788 | | 386.24 | 3/1/2032 | | | 4/1/2022 | 11,157 | | 373.47 | 4/1/2032 | | | 5/2/2022 | 20,890 | | 199.46 | 5/2/2032 | | | 6/1/2022 | 21,599 | | 192.91 | 6/1/2032 | | | 8/1/2022 | 18,419 | | 226.21 | 8/1/2032 | | | 9/1/2022 | 18,113 | | 230.04 | 9/1/2032 | | | 10/3/2022 | 17,431 | | 239.04 | 10/3/2032 | | | 11/1/2022 | 14,530 | | 286.75 | 11/1/2032 | | | 12/1/2022 | 13,146 | | 316.95 | 12/1/2032 | | | 1/3/2023 | 14,127 | | 294.95 | 1/3/2033 | | | 2/1/2023 | | 11,510(1) | 361.99 | 2/1/2033 | | | 3/1/2023 | | 13,292(1) | 313.48 | 3/1/2033 | | | 4/3/2023 | | 11,964(1) | 348.28 | 4/3/2033 | | | 5/1/2023 | | 12,855(1) | 324.12 | 5/1/2033 | | | 6/1/2023 | | 10,336(1) | 403.13 | 6/1/2033 | | | 7/3/2023 | | 9,439(1) | 441.44 | 7/3/2033 | | | 8/1/2023 | | 9,499(1) | 438.62 | 8/1/2033 | | | 9/1/2023 | | 9,472(1) | 439.88 | 9/1/2033 | | | 10/2/2023 | | 10,956(1) | 380.33 | 10/2/2033 | | | 11/1/2023 | | 9,916(1) | 420.19 | 11/1/2033 | | | 12/1/2023 | | 8,946(1) | 465.74 | 12/1/2033 | | Greg Peters | 9/1/2016 | 7,007 | | 97.38 | 9/1/2026 | | | 10/3/2016 | 6,648 | | 102.63 | 10/3/2026 | | | 11/1/2016 | 5,533 | | 123.30 | 11/1/2026 |
Outstanding Equity Awards at Fiscal Year End
| (1) Stock options for a given compensation year are granted beginning in February and through January of the next calendar year. The stock options granted to the co-CEOs and Executive Chairman for the 2023 compensation year had a one year vesting period and vest on the first anniversary of their grant date. |
Outstanding Equity Awards at Fiscal Year End
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Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Greg Peters (continued) | 12/1/2016 | 5,821 | | 117.22 | 12/1/2026 | | | 1/3/2017 | 5,352 | | 127.49 | 1/3/2027 | | | 2/1/2017 | 4,846 | | 140.78 | 2/1/2027 | | | 3/1/2017 | 4,783 | | 142.65 | 3/1/2027 | | | 4/3/2017 | 4,644 | | 146.92 | 4/3/2027 | | | 5/1/2017 | 4,392 | | 155.35 | 5/1/2027 | | | 6/1/2017 | 4,186 | | 162.99 | 6/1/2027 | | | 7/3/2017 | 4,668 | | 146.17 | 7/3/2027 | | | 8/1/2017 | 3,891 | | 182.03 | 8/1/2027 | | | 9/1/2017 | 4,054 | | 174.74 | 9/1/2027 | | | 10/2/2017 | 4,001 | | 177.01 | 10/2/2027 | | | 11/1/2017 | 3,578 | | 198.00 | 11/1/2027 | | | 12/1/2017 | 3,791 | | 186.82 | 12/1/2027 | | | 1/2/2018 | 3,523 | | 201.07 | 1/2/2028 | | | 2/1/2018 | 5,187 | | 265.07 | 2/1/2028 | | | 3/1/2018 | 4,735 | | 290.39 | 3/1/2028 | | | 4/2/2018 | 4,906 | | 280.29 | 4/2/2028 | | | 5/1/2018 | 4,389 | | 313.30 | 5/1/2028 | | | 6/1/2018 | 3,820 | | 359.93 | 6/1/2028 | | | 7/2/2018 | 3,453 | | 398.18 | 7/2/2028 | | | 8/1/2018 | 4,063 | | 338.38 | 8/1/2028 | | | 9/4/2018 | 3,782 | | 363.60 | 9/4/2028 | | | 10/1/2018 | 3,605 | | 381.43 | 10/1/2028 | | | 11/1/2018 | 4,332 | | 317.38 | 11/1/2028 | | | 12/3/2018 | 4,737 | | 290.30 | 12/3/2028 | | | 1/2/2019 | 5,137 | | 267.66 | 1/2/2029 | | | 2/1/2019 | 4,168 | | 339.85 | 2/1/2029 | | | 3/1/2019 | 3,965 | | 357.32 | 3/1/2029 | | | 4/1/2019 | 3,861 | | 366.96 | 4/1/2029 | | | 5/1/2019 | 3,739 | | 378.81 | 5/1/2029 | | | 6/3/2019 | 4,209 | | 336.63 | 6/3/2029 | | | 7/1/2019 | 3,782 | | 374.60 | 7/1/2029 | | | 8/1/2019 | 4,434 | | 319.50 | 8/1/2029 | | | 9/3/2019 | 4,897 | | 289.29 | 9/3/2029 | | | 10/1/2019 | 5,255 | | 269.58 | 10/1/2029 | | | 11/1/2019 | 4,939 | | 286.81 | 11/1/2029 | | | 12/2/2019 | 4,570 | | 309.99 | 12/2/2029 | | | 1/2/2020 | 4,296 | | 329.81 | 1/2/2030 | | | 2/3/2020 | 4,015 | | 358.00 | 2/3/2030 | | | 3/2/2020 | 3,772 | | 381.05 | 3/2/2030 | | | 4/1/2020 | 3,949 | | 364.08 | 4/1/2030 |
Outstanding Equity Awards at Fiscal Year End
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Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Greg Peters (continued) | 5/1/2020 | 3,461 | | 415.27 | 5/1/2030 | | | 6/1/2020 | 3,375 | | 425.92 | 6/1/2030 | | | 7/1/2020 | 2,960 | | 485.64 | 7/1/2030 | | | 8/3/2020 | 2,883 | | 498.62 | 8/3/2030 | | | 9/1/2020 | 2,583 | | 556.55 | 9/1/2030 | | | 10/1/2020 | 2,725 | | 527.51 | 10/1/2030 | | | 11/2/2020 | 2,969 | | 484.12 | 11/2/2030 | | | 12/1/2020 | 2,849 | | 504.58 | 12/1/2030 | | | 1/4/2021 | 2,750 | | 522.86 | 1/4/2031 | | | 2/1/2021 | 2,666 | | 539.04 | 2/1/2031 | | | 3/1/2021 | 2,611 | | 550.64 | 3/1/2031 | | | 4/1/2021 | 2,665 | | 539.42 | 4/1/2031 | | | 5/3/2021 | 2,823 | | 509.11 | 5/3/2031 | | | 6/1/2021 | 2,881 | | 499.08 | 6/1/2031 | | | 7/1/2021 | 2,694 | | 533.54 | 7/1/2031 | | | 8/2/2021 | 2,790 | | 515.15 | 8/2/2031 | | | 9/1/2021 | 2,470 | | 582.07 | 9/1/2031 | | | 10/1/2021 | 2,344 | | 613.15 | 10/1/2031 | | | 11/1/2021 | 2,111 | | 681.17 | 11/1/2031 | | | 12/1/2021 | 2,327 | | 617.77 | 12/1/2031 | | | 1/3/2022 | 2,406 | | 597.37 | 1/3/2032 | | | 2/1/2022 | 3,646 | | 457.13 | 2/1/2032 | | | 3/1/2022 | 4,315 | | 386.24 | 3/1/2032 | | | 4/1/2022 | 4,463 | | 373.47 | 4/1/2032 | | | 5/2/2022 | 8,356 | | 199.46 | 5/2/2032 | | | 6/1/2022 | 8,640 | | 192.91 | 6/1/2032 | | | 7/1/2022 | 9,262 | | 179.95 | 7/1/2032 | | | 8/1/2022 | 7,367 | | 226.21 | 8/1/2032 | | | 9/1/2022 | 7,245 | | 230.04 | 9/1/2032 | | | 10/3/2022 | 6,973 | | 239.04 | 10/3/2032 | | | 11/1/2022 | 5,812 | | 286.75 | 11/1/2032 | | | 12/1/2022 | 5,258 | | 316.95 | 12/1/2032 | | | 1/3/2023 | 5,651 | | 294.95 | 1/3/2033 | | | 2/1/2023 | | 6,577(1) | 361.99 | 2/1/2033 | | | 3/1/2023 | | 11,514(1) | 313.48 | 3/1/2033 | | | 4/3/2023 | | 10,363(1) | 348.28 | 4/3/2033 | | | 5/1/2023 | | 11,136(1) | 324.12 | 5/1/2033 | | | 6/1/2023 | | 8,954(1) | 403.13 | 6/1/2033 | | | 7/3/2023 | | 8,176(1) | 441.44 | 7/3/2033 | | | 8/1/2023 | | 8,229(1) | 438.62 | 8/1/2033 |
Outstanding Equity Awards at Fiscal Year End
| (1) Stock options for a given compensation year are granted beginning in February and through January of the next calendar year. The stock options granted to the co-CEOs and Executive Chairman for the 2023 compensation year had a one year vesting period and vest on the first anniversary of their grant date. |
Outstanding Equity Awards at Fiscal Year End
| 64 | |
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Greg Peters (continued) | 9/1/2023 | | 8,205(1) | 439.88 | 9/1/2033 | | | 10/2/2023 | | 9,491(1) | 380.33 | 10/2/2033 | | | 11/1/2023 | | 8,589(1) | 420.19 | 11/1/2033 | | | 12/1/2023 | | 7,750(1) | 465.74 | 12/1/2033 | | Reed Hastings | 5/1/2014 | 25,998 | | 48.07 | 5/1/2024 | | | 6/2/2014 | 20,734 | | 60.29 | 6/2/2024 | | | 7/1/2014 | 18,494 | | 67.59 | 7/1/2024 | | | 8/1/2014 | 20,566 | | 60.77 | 8/1/2024 | | | 9/2/2014 | 18,361 | | 68.09 | 9/2/2024 | | | 10/1/2014 | 19,943 | | 62.69 | 10/1/2024 | | | 11/3/2014 | 22,526 | | 55.49 | 11/3/2024 | | | 12/1/2014 | 25,599 | | 48.83 | 12/1/2024 | | | 1/2/2015 | 25,074 | | 49.85 | 1/2/2025 | | | 2/2/2015 | 45,290 | | 63.01 | 2/2/2025 | | | 3/2/2015 | 41,601 | | 68.61 | 3/2/2025 | | | 4/1/2015 | 48,363 | | 59.02 | 4/1/2025 | | | 5/1/2015 | 35,868 | | 79.58 | 5/1/2025 | | | 6/1/2015 | 32,067 | | 89.00 | 6/1/2025 | | | 7/1/2015 | 30,485 | | 93.64 | 7/1/2025 | | | 8/3/2015 | 25,360 | | 112.56 | 8/3/2025 | | | 9/1/2015 | 26,977 | | 105.79 | 9/1/2025 | | | 10/1/2015 | 26,933 | | 105.98 | 10/1/2025 | | | 11/2/2015 | 26,513 | | 107.64 | 11/2/2025 | | | 12/1/2015 | 22,765 | | 125.37 | 12/1/2025 | | | 1/4/2016 | 25,959 | | 109.96 | 1/4/2026 | | | 2/1/2016 | 42,176 | | 94.09 | 2/1/2026 | | | 3/1/2016 | 40,374 | | 98.30 | 3/1/2026 | | | 4/1/2016 | 37,547 | | 105.70 | 4/1/2026 | | | 5/2/2016 | 42,629 | | 93.11 | 5/2/2026 | | | 6/1/2016 | 39,097 | | 101.51 | 6/1/2026 | | | 7/1/2016 | 41,055 | | 96.67 | 7/1/2026 | | | 8/1/2016 | 42,055 | | 94.37 | 8/1/2026 | | | 9/1/2016 | 40,755 | | 97.38 | 9/1/2026 | | | 10/3/2016 | 38,670 | | 102.63 | 10/3/2026 | | | 11/1/2016 | 32,188 | | 123.30 | 11/1/2026 | | | 12/1/2016 | 33,857 | | 117.22 | 12/1/2026 | | | 1/3/2017 | 31,130 | | 127.49 | 1/3/2027 | | | 2/1/2017 | 31,373 | | 140.78 | 2/1/2027 | | | 3/1/2017 | 30,961 | | 142.65 | 3/1/2027 |
Outstanding Equity Awards at Fiscal Year End
| (1) Stock options for a given compensation year are granted beginning in February and through January of the next calendar year. The stock options granted to the co-CEOs and Executive Chairman for the 2023 compensation year had a one year vesting period and vest on the first anniversary of their grant date. |
Outstanding Equity Awards at Fiscal Year End
| 2024 Proxy Statement | 65 |
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Reed Hastings (continued) | 4/3/2017 | 30,062 | | 146.92 | 4/3/2027 | | | 5/1/2017 | 28,431 | | 155.35 | 5/1/2027 | | | 6/1/2017 | 27,097 | | 162.99 | 6/1/2027 | | | 7/3/2017 | 30,216 | | 146.17 | 7/3/2027 | | | 8/1/2017 | 24,264 | | 182.03 | 8/1/2027 | | | 9/1/2017 | 25,275 | | 174.74 | 9/1/2027 | | | 10/2/2017 | 24,952 | | 177.01 | 10/2/2027 | | | 11/1/2017 | 22,306 | | 198.00 | 11/1/2027 | | | 12/1/2017 | 23,641 | | 186.82 | 12/1/2027 | | | 1/2/2018 | 21,966 | | 201.07 | 1/2/2028 | | | 2/1/2018 | 22,557 | | 265.07 | 2/1/2028 | | | 3/1/2018 | 20,590 | | 290.39 | 3/1/2028 | | | 4/2/2018 | 21,332 | | 280.29 | 4/2/2028 | | | 5/1/2018 | 19,085 | | 313.30 | 5/1/2028 | | | 6/1/2018 | 16,612 | | 359.93 | 6/1/2028 | | | 7/2/2018 | 15,016 | | 398.18 | 7/2/2028 | | | 8/1/2018 | 17,670 | | 338.38 | 8/1/2028 | | | 9/4/2018 | 16,444 | | 363.60 | 9/4/2028 | | | 10/1/2018 | 15,676 | | 381.43 | 10/1/2028 | | | 11/1/2018 | 18,839 | | 317.38 | 11/1/2028 | | | 12/3/2018 | 20,597 | | 290.30 | 12/3/2028 | | | 1/2/2019 | 22,338 | | 267.66 | 1/2/2029 | | | 2/1/2019 | 18,881 | | 339.85 | 2/1/2029 | | | 3/1/2019 | 17,958 | | 357.32 | 3/1/2029 | | | 4/1/2019 | 17,486 | | 366.96 | 4/1/2029 | | | 5/1/2019 | 16,939 | | 378.81 | 5/1/2029 | | | 6/3/2019 | 19,061 | | 336.63 | 6/3/2029 | | | 7/1/2019 | 17,130 | | 374.60 | 7/1/2029 | | | 8/1/2019 | 20,083 | | 319.50 | 8/1/2029 | | | 9/3/2019 | 22,181 | | 289.29 | 9/3/2029 | | | 10/1/2019 | 23,802 | | 269.58 | 10/1/2029 | | | 11/1/2019 | 22,373 | | 286.81 | 11/1/2029 | | | 12/2/2019 | 20,699 | | 309.99 | 12/2/2029 | | | 1/2/2020 | 19,456 | | 329.81 | 1/2/2030 | | | 2/3/2020 | 19,786 | | 358.00 | 2/3/2030 | | | 3/2/2020 | 18,589 | | 381.05 | 3/2/2030 | | | 4/1/2020 | 19,455 | | 364.08 | 4/1/2030 | | | 5/1/2020 | 17,057 | | 415.27 | 5/1/2030 | | | 6/1/2020 | 16,631 | | 425.92 | 6/1/2030 | | | 7/1/2020 | 14,585 | | 485.64 | 7/1/2030 |
Outstanding Equity Awards at Fiscal Year End
| 66 | |
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Reed Hastings (continued) | 8/3/2020 | 14,206 | | 498.62 | 8/3/2030 | | | 9/1/2020 | 12,727 | | 556.55 | 9/1/2030 | | | 10/1/2020 | 13,428 | | 527.51 | 10/1/2030 | | | 11/2/2020 | 14,632 | | 484.12 | 11/2/2030 | | | 12/1/2020 | 14,038 | | 504.58 | 12/1/2030 | | | 1/4/2021 | 13,547 | | 522.86 | 1/4/2031 | | | 2/1/2021 | 13,141 | | 539.04 | 2/1/2031 | | | 3/1/2021 | 12,864 | | 550.64 | 3/1/2031 | | | 4/1/2021 | 13,131 | | 539.42 | 4/1/2031 | | | 5/3/2021 | 13,913 | | 509.11 | 5/3/2031 | | | 6/1/2021 | 14,193 | | 499.08 | 6/1/2031 | | | 7/1/2021 | 13,276 | | 533.54 | 7/1/2031 | | | 8/2/2021 | 13,750 | | 515.15 | 8/2/2031 | | | 9/1/2021 | 12,169 | | 582.07 | 9/1/2031 | | | 10/1/2021 | 11,553 | | 613.15 | 10/1/2031 | | | 11/1/2021 | 10,398 | | 681.17 | 11/1/2031 | | | 12/1/2021 | 11,466 | | 617.77 | 12/1/2031 | | | 1/3/2022 | 11,858 | | 597.37 | 1/3/2032 | | | 2/1/2022 | 15,495 | | 457.13 | 2/1/2032 | | | 3/1/2022 | 18,340 | | 386.24 | 3/1/2032 | | | 4/1/2022 | 18,966 | | 373.47 | 4/1/2032 | | | 5/2/2022 | 35,513 | | 199.46 | 5/2/2032 | | | 6/1/2022 | 36,718 | | 192.91 | 6/1/2032 | | | 7/1/2022 | 39,363 | | 179.95 | 7/1/2032 | | | 8/1/2022 | 31,313 | | 226.21 | 8/1/2032 | | | 9/1/2022 | 30,792 | | 230.04 | 9/1/2032 | | | 10/3/2022 | 29,632 | | 239.04 | 10/3/2032 | | | 11/1/2022 | 24,702 | | 286.75 | 11/1/2032 | | | 12/1/2022 | 22,348 | | 316.95 | 12/1/2032 | | | 1/3/2023 | 24,016 | | 294.95 | 1/3/2033 | | | 2/1/2023 | | 16,867(1) | 361.99 | 2/1/2033 | | | 3/1/2023 | | 1,662(1) | 313.48 | 3/1/2033 | | | 4/3/2023 | | 1,495(1) | 348.28 | 4/3/2033 | | | 5/1/2023 | | 1,607(1) | 324.12 | 5/1/2033 | | | 6/1/2023 | | 1,292(1) | 403.13 | 6/1/2033 | | | 7/3/2023 | | 1,180(1) | 441.44 | 7/3/2033 | | | 8/1/2023 | | 1,187(1) | 438.62 | 8/1/2033 | | | 9/1/2023 | | 1,184(1) | 439.88 | 9/1/2033 | | | 10/2/2023 | | 1,370(1) | 380.33 | 10/2/2033 | | | 11/1/2023 | | 1,239(1) | 420.19 | 11/1/2033 | | | 12/1/2023 | | 1,118(1) | 465.74 | 12/1/2033 |
Outstanding Equity Awards at Fiscal Year End
| (1) Stock options for a given compensation year are granted beginning in February and through January of the next calendar year. The stock options granted to the co-CEOs and Executive Chairman for the 2023 compensation year had a one year vesting period and vest on the first anniversary of their grant date. |
Outstanding Equity Awards at Fiscal Year End
| 2024 Proxy Statement | 67 |
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Spencer Neumann | 2/1/2019 | 1,308 | | 339.85 | 2/1/2029 | | | 3/1/2019 | 2,916 | | 357.32 | 3/1/2029 | | | 4/1/2019 | 2,838 | | 366.96 | 4/1/2029 | | | 5/1/2019 | 2,750 | | 378.81 | 5/1/2029 | | | 6/3/2019 | 3,095 | | 336.63 | 6/3/2029 | | | 7/1/2019 | 2,781 | | 374.60 | 7/1/2029 | | | 8/1/2019 | 3,260 | | 319.50 | 8/1/2029 | | | 9/3/2019 | 3,601 | | 289.29 | 9/3/2029 | | | 10/1/2019 | 3,864 | | 269.58 | 10/1/2029 | | | 11/1/2019 | 3,632 | | 286.81 | 11/1/2029 | | | 12/2/2019 | 3,361 | | 309.99 | 12/2/2029 | | | 1/2/2020 | 3,158 | | 329.81 | 1/2/2030 | | | 2/3/2020 | 3,201 | | 358.00 | 2/3/2030 | | | 3/2/2020 | 3,007 | | 381.05 | 3/2/2030 | | | 4/1/2020 | 3,147 | | 364.08 | 4/1/2030 | | | 5/1/2020 | 2,759 | | 415.27 | 5/1/2030 | | | 6/1/2020 | 2,690 | | 425.92 | 6/1/2030 | | | 7/1/2020 | 2,360 | | 485.64 | 7/1/2030 | | | 8/3/2020 | 2,298 | | 498.62 | 8/3/2030 | | | 9/1/2020 | 2,058 | | 556.55 | 9/1/2030 | | | 10/1/2020 | 2,173 | | 527.51 | 10/1/2030 | | | 11/2/2020 | 2,367 | | 484.12 | 11/2/2030 | | | 12/1/2020 | 2,270 | | 504.58 | 12/1/2030 | | | 1/4/2021 | 2,192 | | 522.86 | 1/4/2031 | | | 2/1/2021 | 2,145 | | 539.04 | 2/1/2031 | | | 3/1/2021 | 2,100 | | 550.64 | 3/1/2031 | | | 4/1/2021 | 2,143 | | 539.42 | 4/1/2031 | | | 5/3/2021 | 2,271 | | 509.11 | 5/3/2031 | | | 6/1/2021 | 2,317 | | 499.08 | 6/1/2031 | | | 7/1/2021 | 2,167 | | 533.54 | 7/1/2031 | | | 8/2/2021 | 2,245 | | 515.15 | 8/2/2031 | | | 9/1/2021 | 1,986 | | 582.07 | 9/1/2031 | | | 10/1/2021 | 1,886 | | 613.15 | 10/1/2031 | | | 11/1/2021 | 1,697 | | 681.17 | 11/1/2031 | | | 12/1/2021 | 1,872 | | 617.77 | 12/1/2031 | | | 1/3/2022 | 1,936 | | 597.37 | 1/3/2032 | | | 2/1/2022 | 3,190 | | 457.13 | 2/1/2032 | | | 3/1/2022 | 3,776 | | 386.24 | 3/1/2032 | | | 4/1/2022 | 3,904 | | 373.47 | 4/1/2032 | | | 5/2/2022 | 7,313 | | 199.46 | 5/2/2032 |
Outstanding Equity Awards at Fiscal Year End
| 68 | |
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Spencer Neumann (continued) | 6/1/2022 | 7,559 | | 192.91 | 6/1/2032 | | | 7/1/2022 | 8,104 | | 179.95 | 7/1/2032 | | | 8/1/2022 | 6,447 | | 226.21 | 8/1/2032 | | | 9/1/2022 | 6,340 | | 230.04 | 9/1/2032 | | | 10/3/2022 | 6,100 | | 239.04 | 10/3/2032 | | | 11/1/2022 | 5,086 | | 286.75 | 11/1/2032 | | | 12/1/2022 | 4,601 | | 316.95 | 12/1/2032 | | | 1/3/2023 | 4,944 | | 294.95 | 1/3/2033 | | | 2/1/2023 | 4,029 | | 361.99 | 2/1/2033 | | | 3/1/2023 | 4,652 | | 313.48 | 3/1/2033 | | | 4/3/2023 | 4,187 | | 348.28 | 4/3/2033 | | | 5/1/2023 | 4,500 | | 324.12 | 5/1/2033 | | | 6/1/2023 | 3,617 | | 403.13 | 6/1/2033 | | | 7/3/2023 | 3,304 | | 441.44 | 7/3/2033 | | | 8/1/2023 | 3,324 | | 438.62 | 8/1/2033 | | | 9/1/2023 | 3,316 | | 439.88 | 9/1/2033 | | | 10/2/2023 | 3,834 | | 380.33 | 10/2/2033 | | | 11/1/2023 | 3,471 | | 420.19 | 11/1/2033 | | | 12/1/2023 | 3,131 | | 465.74 | 12/1/2033 | | David Hyman | 1/4/2016 | 2,274 | | 109.96 | 1/4/2026 | | | 2/1/2016 | 4,439 | | 94.09 | 2/1/2026 | | | 3/1/2016 | 4,249 | | 98.30 | 3/1/2026 | | | 4/1/2016 | 3,952 | | 105.70 | 4/1/2026 | | | 5/2/2016 | 4,487 | | 93.11 | 5/2/2026 | | | 6/1/2016 | 4,115 | | 101.51 | 6/1/2026 | | | 7/1/2016 | 4,321 | | 96.67 | 7/1/2026 | | | 8/1/2016 | 4,426 | | 94.37 | 8/1/2026 | | | 9/1/2016 | 4,290 | | 97.38 | 9/1/2026 | | | 10/3/2016 | 4,070 | | 102.63 | 10/3/2026 | | | 11/1/2016 | 3,387 | | 123.30 | 11/1/2026 | | | 12/1/2016 | 3,564 | | 117.22 | 12/1/2026 | | | 1/3/2017 | 3,276 | | 127.49 | 1/3/2027 | | | 2/1/2017 | 1,798 | | 140.78 | 2/1/2027 | | | 3/1/2017 | 1,775 | | 142.65 | 3/1/2027 | | | 4/3/2017 | 1,722 | | 146.92 | 4/3/2027 | | | 5/1/2017 | 1,630 | | 155.35 | 5/1/2027 | | | 6/1/2017 | 1,553 | | 162.99 | 6/1/2027 | | | 7/3/2017 | 1,732 | | 146.17 | 7/3/2027 |
Outstanding Equity Awards at Fiscal Year End
| 2024 Proxy Statement | 69 |
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | David Hyman (continued) | 8/1/2017 | 1,390 | | 182.03 | 8/1/2027 | | | 9/1/2017 | 1,449 | | 174.74 | 9/1/2027 | | | 10/2/2017 | 1,430 | | 177.01 | 10/2/2027 | | | 11/1/2017 | 1,278 | | 198.00 | 11/1/2027 | | | 12/1/2017 | 1,355 | | 186.82 | 12/1/2027 | | | 1/2/2018 | 1,259 | | 201.07 | 1/2/2028 | | | 2/1/2018 | 2,574 | | 265.07 | 2/1/2028 | | | 3/1/2018 | 2,349 | | 290.39 | 3/1/2028 | | | 4/2/2018 | 2,435 | | 280.29 | 4/2/2028 | | | 5/1/2018 | 2,177 | | 313.30 | 5/1/2028 | | | 6/1/2018 | 1,896 | | 359.93 | 6/1/2028 | | | 7/2/2018 | 1,713 | | 398.18 | 7/2/2028 | | | 8/1/2018 | 2,017 | | 338.38 | 8/1/2028 | | | 9/4/2018 | 1,876 | | 363.60 | 9/4/2028 | | | 10/1/2018 | 1,789 | | 381.43 | 10/1/2028 | | | 11/1/2018 | 2,150 | | 317.38 | 11/1/2028 | | | 12/3/2018 | 2,350 | | 290.30 | 12/3/2028 | | | 1/2/2019 | 2,549 | | 267.66 | 1/2/2029 | | | 2/1/2019 | 2,360 | | 339.85 | 2/1/2029 | | | 3/1/2019 | 2,245 | | 357.32 | 3/1/2029 | | | 4/1/2019 | 2,186 | | 366.96 | 4/1/2029 | | | 5/1/2019 | 2,117 | | 378.81 | 5/1/2029 | | | 6/3/2019 | 2,383 | | 336.63 | 6/3/2029 | | | 7/1/2019 | 2,141 | | 374.60 | 7/1/2029 | | | 8/1/2019 | 2,511 | | 319.50 | 8/1/2029 | | | 9/3/2019 | 2,772 | | 289.29 | 9/3/2029 | | | 10/1/2019 | 2,976 | | 269.58 | 10/1/2029 | | | 11/1/2019 | 2,796 | | 286.81 | 11/1/2029 | | | 12/2/2019 | 2,587 | | 309.99 | 12/2/2029 | | | 1/2/2020 | 2,432 | | 329.81 | 1/2/2030 | | | 2/3/2020 | 2,299 | | 358.00 | 2/3/2030 | | | 3/2/2020 | 2,160 | | 381.05 | 3/2/2030 | | | 4/1/2020 | 2,260 | | 364.08 | 4/1/2030 | | | 5/1/2020 | 1,981 | | 415.27 | 5/1/2030 | | | 6/1/2020 | 1,932 | | 425.92 | 6/1/2030 | | | 7/1/2020 | 1,695 | | 485.64 | 7/1/2030 | | | 8/3/2020 | 1,650 | | 498.62 | 8/3/2030 | | | 9/1/2020 | 1,479 | | 556.55 | 9/1/2030 | | | 10/1/2020 | 1,560 | | 527.51 | 10/1/2030 | | | 11/2/2020 | 1,700 | | 484.12 | 11/2/2030 |
Outstanding Equity Awards at Fiscal Year End
| 70 | |
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | David Hyman (continued) | 12/1/2020 | 1,631 | | 504.58 | 12/1/2030 | | | 1/4/2021 | 1,573 | | 522.86 | 1/4/2031 | | | 2/1/2021 | 1,827 | | 539.04 | 2/1/2031 | | | 3/1/2021 | 1,787 | | 550.64 | 3/1/2031 | | | 4/1/2021 | 1,825 | | 539.42 | 4/1/2031 | | | 5/3/2021 | 1,934 | | 509.11 | 5/3/2031 | | | 6/1/2021 | 1,972 | | 499.08 | 6/1/2031 | | | 7/1/2021 | 1,845 | | 533.54 | 7/1/2031 | | | 8/2/2021 | 1,911 | | 515.15 | 8/2/2031 | | | 9/1/2021 | 1,691 | | 582.07 | 9/1/2031 | | | 10/1/2021 | 1,605 | | 613.15 | 10/1/2031 | | | 11/1/2021 | 1,445 | | 681.17 | 11/1/2031 | | | 12/1/2021 | 1,594 | | 617.77 | 12/1/2031 | | | 1/3/2022 | 1,648 | | 597.37 | 1/3/2032 | | | 2/1/2022 | 2,279 | | 457.13 | 2/1/2032 | | | 3/1/2022 | 2,697 | | 386.24 | 3/1/2032 | | | 4/1/2022 | 2,789 | | 373.47 | 4/1/2032 | | | 5/2/2022 | 5,222 | | 199.46 | 5/2/2032 | | | 6/1/2022 | 5,400 | | 192.91 | 6/1/2032 | | | 7/1/2022 | 5,789 | | 179.95 | 7/1/2032 | | | 8/1/2022 | 4,605 | | 226.21 | 8/1/2032 | | | 9/1/2022 | 4,528 | | 230.04 | 9/1/2032 | | | 10/3/2022 | 4,358 | | 239.04 | 10/3/2032 | | | 11/1/2022 | 3,632 | | 286.75 | 11/1/2032 | | | 12/1/2022 | 3,287 | | 316.95 | 12/1/2032 | | | 1/3/2023 | 3,531 | | 294.95 | 1/3/2033 | | | 2/1/2023 | 4,029 | | 361.99 | 2/1/2033 | | | 3/1/2023 | 4,652 | | 313.48 | 3/1/2033 | | | 4/3/2023 | 4,187 | | 348.28 | 4/3/2033 | | | 5/1/2023 | 4,500 | | 324.12 | 5/1/2033 | | | 6/1/2023 | 3,617 | | 403.13 | 6/1/2033 | | | 7/3/2023 | 3,304 | | 441.44 | 7/3/2033 | | | 8/1/2023 | 3,324 | | 438.62 | 8/1/2033 | | | 9/1/2023 | 3,316 | | 439.88 | 9/1/2033 | | | 10/2/2023 | 3,834 | | 380.33 | 10/2/2033 | | | 11/1/2023 | 3,471 | | 420.19 | 11/1/2033 | | | 12/1/2023 | 3,131 | | 465.74 | 12/1/2033 | | Rachel Whetstone | 12/3/2018 | 20 | | 290.30 | 12/3/2028 | | | 1/2/2019 | 137 | | 267.66 | 1/2/2029 | | | 2/1/2019 | 214 | | 339.85 | 2/1/2029 |
Outstanding Equity Awards at Fiscal Year End
| 2024 Proxy Statement | 71 |
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Rachel Whetstone (continued) | 3/1/2019 | 204 | | 357.32 | 3/1/2029 | | | 4/1/2019 | 199 | | 366.96 | 4/1/2029 | | | 5/1/2019 | 192 | | 378.81 | 5/1/2029 | | | 6/3/2019 | 217 | | 336.63 | 6/3/2029 | | | 7/1/2019 | 195 | | 374.60 | 7/1/2029 | | | 8/1/2019 | 228 | | 319.50 | 8/1/2029 | | | 9/3/2019 | 252 | | 289.29 | 9/3/2029 | | | 10/1/2019 | 271 | | 269.58 | 10/1/2029 | | | 11/1/2019 | 254 | | 286.81 | 11/1/2029 | | | 12/2/2019 | 235 | | 309.99 | 12/2/2029 | | | 1/2/2020 | 221 | | 329.81 | 1/2/2030 | | | 2/3/2020 | 262 | | 358.00 | 2/3/2030 | | | 3/2/2020 | 246 | | 381.05 | 3/2/2030 | | | 4/1/2020 | 257 | | 364.08 | 4/1/2030 | | | 5/1/2020 | 226 | | 415.27 | 5/1/2030 | | | 6/1/2020 | 220 | | 425.92 | 6/1/2030 | | | 7/1/2020 | 193 | | 485.64 | 7/1/2030 | | | 8/3/2020 | 188 | | 498.62 | 8/3/2030 | | | 9/1/2020 | 169 | | 556.55 | 9/1/2030 | | | 10/1/2020 | 177 | | 527.51 | 10/1/2030 | | | 11/2/2020 | 194 | | 484.12 | 11/2/2030 | | | 12/1/2020 | 186 | | 504.58 | 12/1/2030 | | | 1/4/2021 | 179 | | 522.86 | 1/4/2031 | | | 2/1/2021 | 193 | | 539.04 | 2/1/2031 | | | 3/1/2021 | 189 | | 550.64 | 3/1/2031 | | | 4/1/2021 | 194 | | 539.42 | 4/1/2031 | | | 5/3/2021 | 204 | | 509.11 | 5/3/2031 | | | 6/1/2021 | 209 | | 499.08 | 6/1/2031 | | | 7/1/2021 | 195 | | 533.54 | 7/1/2031 | | | 8/2/2021 | 202 | | 515.15 | 8/2/2031 | | | 9/1/2021 | 179 | | 582.07 | 9/1/2031 | | | 10/1/2021 | 170 | | 613.15 | 10/1/2031 | | | 11/1/2021 | 153 | | 681.17 | 11/1/2031 | | | 12/1/2021 | 169 | | 617.77 | 12/1/2031 | | | 1/3/2022 | 174 | | 597.37 | 1/3/2032 | | | 2/1/2022 | 456 | | 457.13 | 2/1/2032 | | | 3/1/2022 | 539 | | 386.24 | 3/1/2032 | | | 4/1/2022 | 558 | | 373.47 | 4/1/2032 | | | 5/2/2022 | 1,045 | | 199.46 | 5/2/2032 |
Outstanding Equity Awards at Fiscal Year End
| 72 | |
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | | Rachel Whetstone (continued) | 6/1/2022 | 1,080 | | 192.91 | 6/1/2032 | | | 7/1/2022 | 1,158 | | 179.95 | 7/1/2032 | | | 8/1/2022 | 921 | | 226.21 | 8/1/2032 | | | 9/1/2022 | 905 | | 230.04 | 9/1/2032 | | | 10/3/2022 | 872 | | 239.04 | 10/3/2032 | | | 11/1/2022 | 726 | | 286.75 | 11/1/2032 | | | 12/1/2022 | 658 | | 316.95 | 12/1/2032 | | | 1/3/2023 | 706 | | 294.95 | 1/3/2033 | | | 2/1/2023 | 460 | | 361.99 | 2/1/2033 | | | 3/1/2023 | 532 | | 313.48 | 3/1/2033 | | | 4/3/2023 | 479 | | 348.28 | 4/3/2033 | | | 5/1/2023 | 514 | | 324.12 | 5/1/2033 | | | 6/1/2023 | 413 | | 403.13 | 6/1/2033 | | | 7/3/2023 | 378 | | 441.44 | 7/3/2033 | | | 8/1/2023 | 380 | | 438.62 | 8/1/2033 | | | 9/1/2023 | 379 | | 439.88 | 9/1/2033 | | | 10/2/2023 | 438 | | 380.33 | 10/2/2033 | | | 11/1/2023 | 396 | | 420.19 | 11/1/2033 | | | 12/1/2023 | 358 | | 465.74 | 12/1/2033 | | Sergio Ezama | 10/1/2021 | 254 | | 613.15 | 10/1/2031 | | | 11/1/2021 | 459 | | 681.17 | 11/1/2031 | | | 12/1/2021 | 506 | | 617.77 | 12/1/2031 | | | 1/3/2022 | 523 | | 597.37 | 1/3/2032 | | | 2/1/2022 | 684 | | 457.13 | 2/1/2032 | | | 7/3/2023 | 850 | | 441.44 | 7/3/2033 | | | 8/1/2023 | 855 | | 438.62 | 8/1/2033 | | | 9/1/2023 | 852 | | 439.88 | 9/1/2033 | | | 10/2/2023 | 986 | | 380.33 | 10/2/2033 | | | 11/1/2023 | 893 | | 420.19 | 11/1/2033 | | | 12/1/2023 | 805 | | 465.74 | 12/1/2033 |
Outstanding Equity Awards at Fiscal Year End
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Option Exercises
Option Exercises The following table sets forth information concerning each exercise of stock options during 2023 for each of the Named Executive Officers on an aggregated basis.
Option Exercises
| | Option Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | Ted Sarandos | 55,386 | 15,418,673 | | Greg Peters | 7,230 | 2,932,705 | | Reed Hastings | 228,956 | 84,432,180 | | Spencer Neumann | — | — | | David Hyman | 19,876 | 7,839,044 | | Rachel Whetstone | — | — | | Sergio Ezama | 19,147 | 3,018,513 |
Option Exercises
| (1) Dollar value realized on exercise equals the difference between the closing price on the date of exercise less the exercise price of the option and does not necessarily reflect the sales price of the shares or if a sale was made. |
Potential Payments upon Termination or Change-in-Control
Potential Payments upon Termination or Change-in-Control As of December 31, 2023, the Named Executive Officers were eligible to participate in our Severance Plan, as described in more detail above in “Compensation Discussion and Analysis—Termination-Based Compensation and Change in Control Retention Incentives.” The information below reflects the estimated value of the compensation to be paid by us to each of the Named Executive Officers in the event of termination or a change in control under the terms of the Severance Plan, the Bonus Plan and certain applicable option award agreements. The amounts shown below assume that termination or change in control was effective as of December 31, 2023 and is based on 2024 total target compensation, which went into effect prior to the end of the 2023 fiscal year. The actual amounts that would be paid can only be determined at the time of the actual triggering event, should one occur.
Potential Payments upon Termination or Change-in-Control
| Name | Termination ($)(1) | Change in Control ($)(2) | | Ted Sarandos | 51,708,739 | 40,000,000 | | Greg Peters | 49,718,819 | 40,000,000 | | Reed Hastings | 4,390,467 | 1,000,000 | | Spencer Neumann | 15,000,000 | 15,000,000 | | David Hyman | 11,000,000 | 11,000,000 | | Rachel Whetstone | 6,750,000 | 6,750,000 | | Sergio Ezama | 6,500,000 | 6,500,000 |
Potential Payments upon Termination or Change-in-Control
| (1) The amounts in this column include a lump sum cash severance benefit that is equal to twelve months of allocatable compensation, and in the case of the Executive Officers, target annual compensation, which would be payable upon a termination of the Named Executive Officer’s employment by the Company or its affiliates (other than for cause, death, or permanent disability), so long as the Named Executive Officer signs a waiver and release of claims in a form reasonably satisfactory to us. The right to receive a severance benefit under the Severance Plan terminates upon a change in control transaction, so that the Named Executive Officers are not entitled to both a change in control benefit and a termination benefit. The value of the lump sum cash severance benefit is $40,000,000 for Mr. Sarandos, $40,000,000 for Mr. Peters, $1,000,000 for Mr. Hastings, $15,000,000 for Mr. Neumann, $11,000,000 for Mr. Hyman, $6,750,000 for Ms. Whetstone and $6,500,000 for Mr. Ezama. The amounts displayed in this column of the table for Messrs. Sarandos, Peters and Hastings include the value of accelerated vesting of unvested stock options, which is based on the difference between the closing market price of our common stock on December 29, 2023 (the last trading day prior to December 31, 2023) of $486.88, and the exercise price per option multiplied by the number of unvested options. The value of accelerated vesting of unvested stock options was $11,708,739 for Mr. Sarandos, $9,718,819 for Mr. Peters and $3,390,467 for Mr. Hastings. Such acceleration is in accordance with the terms of certain of the Named Executive Officers’ option award agreements, which provide for 12 months of accelerated vesting if the applicable Named Executive Officer’s employment is terminated by the Company other than for cause. Messrs. Sarandos and Peters participated in the 2023 Bonus Program. The Bonus Plan provides for a prorated bonus in the event of an involuntary termination (other than for cause) based on the number of calendar days a participant was actively employed during a given performance period. The bonus under the 2023 Bonus Program was fully earned as of December 31, 2023, the last day of the performance period, and would have been payable irrespective of a termination. Therefore no prorated bonus amount is included in the above table. The bonus under the 2023 Bonus Program is reflected in the Summary Compensation Table. |
Potential Payments upon Termination or Change-in-Control
| (2) The amounts in this column correspond to lump sum payments in cash that are equal to twelve months of allocatable compensation, and in the case of the Executive Officers, target annual compensation. These are single-trigger payments that would be made upon a change in control, provided that the Named |
Potential Payments upon Termination or Change-in-Control
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Potential Payments upon Termination or Change-in-Control
| Executive Officer had not previously received severance under the Severance Plan. This column assumes that awards are assumed, substituted or continued with equivalent awards in connection with the change in control. Pursuant to our 2020 Stock Plan, an outstanding option award will accelerate in full if it is not assumed, substituted or continued with an equivalent award in connection with a change in control. |
Potential Payments upon Termination or Change-in-Control
As described above in “Compensation Discussion and Analysis—Termination-Based Compensation and Change in Control Retention Incentives,” effective as of January 1, 2024, Messrs. Sarandos, Peters, Hastings, Neumann and Hyman participate in the Executive Officer Severance Plan. Set forth below is the estimated value of the compensation to be paid by us to each of the Executive Officers under the Executive Officer Severance Plan, the Bonus Plan and certain applicable option award agreements in connection with (1) a termination of their employment by the Company for a reason other than cause, the Executive Officer’s death or the Executive Officer’s permanent disability outside of the three (3) month period preceding a change in control and the twenty-four (24) month period beginning on the date of the change in control (such period, the “change in control protection period”, and a qualifying termination of employment in accordance with this prong (1), a “Termination Outside of a Change in Control Protection Period”) or (2) a termination of their employment (a) by the Company for a reason other than cause, the Executive Officer’s death or the Executive Officer’s permanent disability or (b) by the Executive Officer for “good reason”, in each case, during a change in control protection period (a qualifying termination of employment in accordance with this prong (2), a “Termination During a Change in Control Protection Period”). The amounts shown below assume that the qualifying termination of employment was effective as of January 1, 2024. Such amounts would be received in lieu of any amounts under the Severance Plan shown in the table above.
Potential Payments upon Termination or Change-in-Control
| Name | Termination Outside of a Change-in-Control Protection Period ($)(1) | Termination During a Change-in-Control Protection Period ($)(2) | | Ted Sarandos | 51,725,132 | 29,767,534 | | Greg Peters | 49,735,212 | 27,808,050 | | Reed Hastings | 4,391,013 | 4,033,415 | | Spencer Neumann | 15,008,197 | 9,081,035 | | David Hyman | 11,008,197 | 9,070,077 |
Potential Payments upon Termination or Change-in-Control
| (1) The amounts in this column include the estimated payments that would be payable upon a termination of the Executive Officer’s employment by the Company for a reason other than cause, the Executive Officer’s death or the Executive Officer’s permanent disability outside of a change in control protection period, so long as the Executive Officer signs and does not revoke a waiver and release of claims in a form reasonably satisfactory to us. The amounts include a lump sum cash severance benefit that is equal to twelve months of target annual compensation, which is payable in a cash lump sum no more than two and one half months following the termination of employment. The value of the lump sum cash severance benefit is $40,000,000 for Mr. Sarandos, $40,000,000 for Mr. Peters, $1,000,000 for Mr. Hastings, $15,000,000 for Mr. Neumann, and $11,000,000 for Mr. Hyman. The amounts also include the Pro Rata Bonus, calculated at target assuming the termination event occurs on January 1, 2024 (i.e., $16,393 for Mr. Sarandos, $16,393 for Mr. Peters, $546 for Mr. Hastings, $8,197 for Mr. Neumann, and $8,197 for Mr. Hyman), although the actual amount of the Pro Rata Bonus would be based on actual performance. The Pro Rata Bonus would be payable on the date that bonuses for performance during 2024 are normally paid to the Company’s actively employed executives. The amounts displayed in this column of the table for Messrs. Sarandos, Peters and Hastings include the value of accelerated vesting of unvested stock options granted in February-December 2023, which is based on the difference between the closing market price of our common stock on December 29, 2023 of $486.88 (the last trading day prior to January 1, 2024 given that January 1, 2024 is a federal holiday), and the exercise price per option multiplied by the number of unvested options. The value of accelerated vesting of unvested stock options was $11,708,739 for Mr. Sarandos, $9,718,819 for Mr. Peters and $3,390,467 for Mr. Hastings. Such acceleration is in accordance with the terms of certain of the Executive Officers’ option award agreements, which provide for 12 months of accelerated vesting if the applicable Executive Officer’s employment is terminated by the Company other than for cause. The Executive Officers were granted certain PSU and RSU awards on January 25, 2024, which contain acceleration terms in connection with terminations due to death, disability, and other qualifying terminations of employment. Such awards are not included in the table above because they were granted after 1/1/24. Please see our Current Report on Form 8-K filed on December 8, 2023 for additional details about these awards, along with the “Termination-Based Compensation and Change in Control Retention Incentives” section of the Compensation Discussion and Analysis. |
Potential Payments upon Termination or Change-in-Control
| (2) The amounts in this column include the estimated payments that would be payable upon a termination of the Executive Officer’s employment (a) by the Company for a reason other than cause, the Executive Officer’s death or the Executive Officer’s permanent disability or (b) by the Executive Officer for “good reason”, in each case, during the change in control protection period, so long as the Executive Officer signs and does not revoke a waiver and release of claims in a form reasonably satisfactory to us. The amounts include lump sum payments in cash that are equal to (1) two times the sum of their (a) annual base salary and (b) target annual bonus under the Bonus Plan, and (2) the value of twenty-four months of continued health, dental and vision benefits for the Executive Officer and their covered dependents. Such lump sum payments, along with the Pro Rata Bonus described below, are payable no later than two and one half months following the later of (x) the change in control and (y) the termination of employment. The value of the lump sum cash severance benefit is $18,000,000 for Mr. Sarandos, $18,000,000 for Mr. Peters, $600,000 for Mr. Hastings, $9,000,000 for Mr. Neumann, and $9,000,000 for Mr. Hyman, and the value of the lump sum cash payment for continued benefits is $42,402 for Mr. Sarandos, $72,838 for Mr. Peters, $42,402 for Mr. Hastings, $72,838 for Mr. Neumann, and $61,880 for Mr. Hyman. The amounts also include the Pro Rata Bonus, calculated at target assuming the termination of employment occurs on January 1, 2024 (i.e., $16,393 for Mr. Sarandos, $16,393 for Mr. Peters, $546 for Mr. Hastings, $8,197 for Mr. Neumann, and $8,197 for Mr. Hyman). The amounts displayed in this column of the table for Messrs. Sarandos, Peters and Hastings include the value of accelerated vesting of unvested stock options granted in February-December 2023, which is based on the difference between the closing market price of our common stock on December 29, 2023 of $486.88 (the last trading day prior to January 1, 2024 given that January 1, 2024 is a federal holiday), and the exercise price per option multiplied by the number of unvested options. The |
Potential Payments upon Termination or Change-in-Control
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Potential Payments upon Termination or Change-in-Control
| value of accelerated vesting of unvested stock options was $11,708,739 for Mr. Sarandos, $9,718,819 for Mr. Peters and $3,390,467 for Mr. Hastings. Such acceleration is in accordance with the terms of certain of the Executive Officers’ option award agreements, which provide for 12 months of accelerated vesting if the applicable Executive Officer’s employment is terminated by the Company other than for cause. The Executive Officers were granted certain PSU and RSU awards on January 25, 2024, which contain acceleration terms in connection with terminations due to death, disability, and other qualifying terminations of employment. Such awards are not included in the table above because they were granted after 1/1/24. Please see our Current Report on Form 8-K filed on December 18, 2023 for additional details about these awards, along with the “Termination-Based Compensation and Change in Control Retention Incentives” section of the Compensation Discussion and Analysis. This column assumes that awards are assumed, substituted or continued with equivalent awards in connection with the change in control. Pursuant to our 2020 Stock Plan, an outstanding option award will accelerate in full if it is not assumed, substituted or continued with an equivalent award in connection with a change in control. |
Pay Ratio Disclosure
Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our co-CEOs on December 31, 2023, Messrs. Sarandos and Peters. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As disclosed in the Summary Compensation Table, the 2023 annual total compensation as determined under Item 402 of Regulation S-K was $49,834,936 for Mr. Sarandos. As permitted by Item 402(u), Mr. Peters’ 2023 compensation was annualized to represent his compensation as if he were co-CEO for the entire 2023 fiscal year. Mr. Peters’ annual total compensation as determined in accordance with Item 402(u) was $40,945,350 for 2023. The calculation included the amounts reported in the Summary Compensation Table, except that the salary and stock option allocation were adjusted to assume Mr. Peters received his co-CEO salary and stock option allocation for the entire fiscal year. Consequently, the annual total compensation reported for CEO pay ratio purposes for Mr. Peters does not reflect Mr. Peters’ “Total” column for 2023 of our Summary Compensation Table included in this proxy statement, nor does it reflect amounts actually paid to Mr. Peters for fiscal year 2023. Instead, the annual total compensation reported for Mr. Peters above reflects a permissible approach under Item 402(u) of Regulation S-K for calculating CEO pay for a year in which a CEO transition occurs. The 2023 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $200,761. Based on the foregoing, our estimate of the ratio of our co-CEOs’ annual total compensation to our median employee’s annual total compensation for fiscal year 2023 is 248 to 1, in the case of Mr. Sarandos, and 204 to 1, in the case of Mr. Peters. Given the different methodologies that various public companies use to determine an estimate of their pay ratios, the estimated pay ratios reported in this paragraph may not be directly comparable to other companies’ pay ratios. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows: We selected December 31, 2023, which is within the last three months of 2023, as the date upon which we would identify the “median employee.” We also used December 31 as our measuring date in 2022. Consistent with the Summary Compensation Table, we examined total annual compensation for all employees (excluding Messrs. Sarandos and Peters), which included: base salary, option awards consisting of stock options, and other compensation such as 401(k) matching contributions. We annualized the compensation of all permanent full-time and part-time employees who were not employed by us for all of 2023. For employees outside the United States, we converted their compensation to U.S. dollars using the applicable average exchange rate for 2023.
Pay Ratio Disclosure
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Pay Ratio Disclosure
In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of the stockholder proponent, for which we and our Board accept no responsibility. The stockholder proposal is required to be voted upon at our Annual Meeting only if properly presented at our Annual Meeting. As explained below, our Board unanimously recommends that you vote “AGAINST” the stockholder proposal. AFL-CIO Equity Index Funds, c/o The Bank of New York Mellon, 240 Greenwich Street, New York, NY 10286, the beneficial owner of at least $25,000 of the Company’s common stock for at least one year on the date the proposal was submitted has notified the Company that a representative for the co-filers will present the following proposal at the Annual Meeting. AFL-CIO Equity Index Funds has appointed Segal Marco Advisors and/or Segal Marco Advisors’ designee to act on its behalf regarding the below proposal. The Company will provide the name, address and number of securities held by the co-filers of this proposal upon request.