DEF 14A of Netflix Inc, Apr 17, 2025

DEF 14A of Netflix Inc

Filed Apr 17, 2025 · FY20240001193125-25-084425

Open on EDGAR

  1. Directors Standing for Election

    Directors Standing for Election Our Board currently consists of the following 13 members: 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 and Anne Sweeney. Mr. Haley has informed the Company of his decision not to stand for re-election at the Annual Meeting. Each current director, other than Mr. Haley, has been nominated for election at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for each of the 12 director nominees nominated by the Board in this Proxy Statement. If any of the nominees 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 nominee has agreed to serve as a director of the Company if elected.

  2. Directors Standing for Election

    | Nominee | Age | Principal Occupation | | Richard Barton | 57 | co-Executive Chairman and co-founder of Zillow Group | | Mathias Döpfner | 62 | Chairman and CEO of Axel Springer SE | | Reed Hastings* | 64 | Chairman of Netflix | | Jay Hoag | 66 | General Partner, TCV | | Leslie Kilgore | 59 | Former Chief Marketing Officer of Netflix | | Strive Masiyiwa | 64 | Founder and Executive Chairman of Econet Global | | Ann Mather | 65 | Former Executive Vice President and Chief Financial Officer of Pixar | | Greg Peters | 54 | co-Chief Executive Officer and President of Netflix | | Ambassador Susan Rice | 60 | Former US Permanent Representative to the United Nations | | Ted Sarandos | 60 | co-Chief Executive Officer and President of Netflix | | Brad Smith | 66 | Vice Chairman of Microsoft | | Anne Sweeney | 67 | Former Co-Chair, Disney Media Networks and President, Disney/ABC Television Group |

  3. Directors Standing for Election

    | * Effective April 17, 2025, Mr. Hastings transitioned from Executive Chairman to Chairman of the Board and a non-executive director. |

  4. 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 each nominee are set forth below. The Nominating and Governance Committee evaluates potential candidates for service on the Board.

  5. Required Vote

    Required Vote We have implemented majority voting in uncontested elections of directors. Our Bylaws provide that in an uncontested election, each director will be elected by a vote of the majority votes cast, which includes votes to withhold authority but excludes abstentions. Abstentions and broker non-votes are not counted as votes cast and therefore will have no effect on determining whether the required majority vote has been attained.

  6. Required Vote

    | | The Board unanimously recommends that the stockholders vote “FOR” the nominees listed above. |

  7. Who We Are

    Who We Are

  8. Board Overview

    Board Overview Our Board is composed of 13 highly experienced, talented, and qualified directors with experience as board members and executives at some of the world’s most successful companies. We believe that the Board is well situated to navigate the changing competitive terrain that Netflix operates within. The Board has led Netflix through its evolution from a US DVD-by-mail company to a global streaming company to one of the leading entertainment companies in the world, while effectively managing risk and overseeing management performance. We believe that a diverse mix of skills, experience, perspectives and backgrounds contribute to an effective Board. The composition of our Board has evolved over the past several years, and when looking to fill Board positions, we will continue to evaluate potential candidates who we believe complement and augment our current Board.

  9. Board Overview

    | | STRATEGY ALIGNMENT Our Board has the experience and expertise that aligns with these important facets of our long-term strategy |

  10. Our Directors

    Our Directors

  11. Our Directors

    | Richard Barton | INDEPENDENT DIRECTOR | Other Public Company Boards • Qurate Retail, Inc. (formerly Liberty Interactive Corporation) • Zillow Group, Inc. | | DIRECTOR SINCE: 2002 | AGE: 57 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 Co-Executive Chairman and former Chief Executive Officer 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-Executive Chairman of Zillow Group (since 2024), Co-founder and Chief Executive of Zillow Group (2005-2011 and 2019-2024) • Co-founder and Chairman of GlassDoor (2007-2018) • Founder and Chief Executive Officer of Expedia (1996-2003) | | |

  12. Our Directors

    | Mathias Döpfner | INDEPENDENT DIRECTOR | Other Public Company Boards • Warner Music Group Corp. | | DIRECTOR SINCE: 2018 | AGE: 62 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) | | |

  13. Our Directors

    | Timothy Haley* | INDEPENDENT DIRECTOR | Other Public Company Boards • ThredUp, Inc. • Zuora, Inc. | | DIRECTOR SINCE: 1998 | AGE: 70 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 (1998-2010) | | |

  14. Our Directors

    | * Mr. Haley is not standing for re-election at the Annual Meeting. |

  15. Our Directors

    | Reed Hastings | CHAIRMAN OF THE BOARD | Other Public Company Boards • None | | DIRECTOR AND CHAIRPERSON SINCE: 1997 | AGE: 64 COMMITTEES: NONE | | | Why this director is valuable to Netflix Mr. Hastings is the co-founder and effective April 17, 2025, he transitioned from Executive Chairman to Chairman of the Board and a non-executive director. He 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 | | |

  16. Our Directors

    | Jay C. Hoag | LEAD INDEPENDENT DIRECTOR | Other Public Company Boards • Peloton Interactive, Inc. • Tripadvisor, Inc. • Zillow Group, Inc. | | DIRECTOR SINCE: 1999 | AGE: 66 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 is a Trustee Emeritus 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) | | |

  17. Our Directors

    | Leslie Kilgore | INDEPENDENT DIRECTOR | Other Public Company Boards • Pinterest, Inc. | | DIRECTOR SINCE: 2012 (INDEPENDENT SINCE 2015) | AGE: 59 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) | | |

  18. Our Directors

    | Strive Masiyiwa | INDEPENDENT DIRECTOR | Other Public Company Boards • None | | DIRECTOR SINCE: 2020 | AGE: 64 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 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. He previously served as a board member of Unilever Plc from 2016 to 2024, was a board member of the Rockefeller Foundation for 15 years, 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) | | |

  19. Our Directors

    | Ann Mather | INDEPENDENT DIRECTOR | Other Public Company Boards • Bumble Inc. | | DIRECTOR SINCE: 2010 | AGE: 65 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, Alphabet Inc. from 2005 to 2023 and Blend Labs, Inc., a financial services software company, from 2019 to 2024. 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) | | |

  20. Our Directors

    | Greg Peters | CO-CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY AND DIRECTOR | Other Public Company Boards • None | | DIRECTOR SINCE: 2023 | AGE: 54 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 DoorDash Inc. from 2022 to 2024, 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 | | |

  21. Our Directors

    | Ambassador Susan Rice | INDEPENDENT DIRECTOR | Other Public Company Boards • None | | DIRECTOR SINCE: 2023 | AGE: 60 COMMITTEES: NOMINATING AND GOVERNANCE | | | Why this director is valuable to Netflix As a former U.S. diplomat and United Nations Ambassador, National Security Advisor and Domestic Policy 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 the 2024 Bernard and Susan Liautaud Visiting Fellow at Stanford University, 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, Visiting Fellow at Harvard University’s Institute of Politics, Senior Fellow at the Brookings Institution, 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 with honors 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) | | |

  22. 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 | AGE: 60 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, a trustee of the American Film Institute, and on the boards of the Academy Museum of Motion Pictures and Exploring the Arts. Mr. Sarandos was awarded a CBE, (Commander of the British Empire) from King Charles in 2024, for extraordinary service to the creative industries in the United Kingdom. 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. | | |

  23. Our Directors

    | Brad Smith | INDEPENDENT DIRECTOR | Other Public Company Boards • None | | DIRECTOR SINCE: 2015 | AGE: 66 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) | | |

  24. Our Directors

    | Anne Sweeney | INDEPENDENT DIRECTOR | Other Public Company Boards • None | | DIRECTOR SINCE: 2015 | AGE: 67 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) | | |

  25. 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.

  26. 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(1) | | | | 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 |

  27. Board Skills and Experience

    | (1) Self-identified characteristics of our directors include race/ethnicity (2 directors) and/or gender (4 directors). |

  28. 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 |

  29. 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.

  30. DIRECTOR INDEPENDENCE

    | * Mr. Haley is not standing for re-election at the Annual Meeting. |

  31. How We are Selected, Elected and Evaluated

    How We are Selected, Elected and Evaluated

  32. Consideration of Director Nominees

    Consideration of Director Nominees

  33. 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.

  34. 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.

  35. Audit Committee

    | * Mr. Haley is not standing for re-election at the Annual Meeting. |

  36. How We are Paid

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Richard N. Barton | — | 402,835 | 402,835(2) | | Mathias Döpfner | — | 402,582 | 402,582(3) | | Timothy M. Haley* | — | 402,835 | 402,835(4) | | Jay C. Hoag | — | 402,835 | 402,835(5) | | Leslie Kilgore | — | 402,835 | 402,835(6) | | Strive Masiyiwa | — | 402,582 | 402,582(7) | | Ann Mather | — | 402,835 | 402,835(8) | | Susan E. Rice | 300,000 | — | 300,000(9) | | Bradford L. Smith | — | 402,835 | 402,835(10) | | Anne M. Sweeney | — | 402,835 | 402,835(11) |

  37. How We are Paid

    | * Mr. Haley is not standing for re-election at the Annual Meeting. |

  38. How We are Paid

    | (1) Option awards reflect the monthly grant of stock options to each non-employee director on the dates and at the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 as shown below. Only options to purchase whole shares are granted with any remaining amount of the grant value carried over to the next monthly grant. The differences in option award values for each of Messrs. Döpfner and Masiyiwa reflect the different carryover amounts relating to the appointment month for each director. For a discussion of the assumptions made in the valuation reflected in the Option Awards column, see footnote 2 to the Summary Compensation Table. |

  39. How We are Paid

    For all directors, other than Messrs. Döpfner and Masiyiwa:

  40. How We are Paid

    | Grant Date | Fair Value ($) | | 1/2/2024 | 33,945 | | 2/1/2024 | 33,755 | | 3/1/2024 | 33,819 | | 4/1/2024 | 34,235 | | 5/1/2024 | 34,066 | | 6/3/2024 | 33,936 | | 7/1/2024 | 33,644 | | 8/1/2024 | 33,558 | | 9/3/2024 | 33,729 | | 10/1/2024 | 32,642 | | 11/1/2024 | 32,966 | | 12/2/2024 | 32,540 |

  41. How We are Paid

    For Messrs. Döpfner and Masiyiwa:

  42. How We are Paid

    | Grant Date | Fair Value ($) | | 1/2/2024 | 33,692 | | 2/1/2024 | 33,755 | | 3/1/2024 | 33,819 | | 4/1/2024 | 34,235 | | 5/1/2024 | 34,066 | | 6/3/2024 | 33,936 | | 7/1/2024 | 33,644 | | 8/1/2024 | 33,558 | | 9/3/2024 | 33,729 | | 10/1/2024 | 32,642 | | 11/1/2024 | 32,966 | | 12/2/2024 | 32,540 |

  43. How We are Paid

    | (2) Aggregate number of option awards outstanding held by Mr. Barton at December 31, 2024 was 20,191. |

  44. How We are Paid

    | (3) Aggregate number of option awards outstanding held by Mr. Döpfner at December 31, 2024 was 11,955. |

  45. How We are Paid

    | (4) Aggregate number of option awards outstanding held by Mr. Haley at December 31, 2024 was 21,495. |

  46. How We are Paid

    | (5) Aggregate number of option awards outstanding held by Mr. Hoag at December 31, 2024 was 1,557. |

  47. How We are Paid

    | (6) Aggregate number of option awards outstanding held by Ms. Kilgore at December 31, 2024 was 12,532. |

  48. How We are Paid

    | (7) Aggregate number of option awards outstanding held by Mr. Masiyiwa at December 31, 2024 was 7,301. |

  49. How We are Paid

    | (8) Aggregate number of option awards outstanding held by Ms. Mather at December 31, 2024 was 16,509. |

  50. How We are Paid

    | (9) Aggregate number of option awards outstanding held by Ambassador Rice at December 31, 2024 was 0. |

  51. How We are Paid

    | (10) Aggregate number of option awards outstanding held by Mr. Smith at December 31, 2024 was 30,709. |

  52. How We are Paid

    | (11) Aggregate number of option awards outstanding held by Ms. Sweeney at December 31, 2024 was 8,313. |

  53. 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. In 2024, the daughter of Mr. Sarandos, a working producer on independent films, was employed by Netflix content productions. Her total compensation in fiscal year 2024 exceeded the $120,000 reporting threshold. The compensation she received was consistent with the level and type of compensation provided to other employees in similar positions.

  54. Key Enhancements Effective for Netflix’s 2024 Compensation Program

    | Enhancement | Rationale | | Set fixed base salaries for all Named Executive Officers | • Continues provision of competitive cash compensation to provide a steady income and ensure attraction and retention of top talent and thoughtfully balances the portion of Named Executive Officers’ compensation that is cash-based • Base salaries for Messrs. Sarandos and Peters remained flat year-over-year at $3 million • Introduced $1.5 million base salaries for all other Named Executive Officers, except the Executive Chairman, whose base salary is $100,000 | | Adjusted the annual bonus plan metric weighting for the co-CEOs and expanded participation in the Bonus Program to all Named Executive Officers | • Expansion of the Bonus Program to all Named Executive Officers furthers pay and performance alignment, and strengthens the alignment of Named Executive Officers’ compensation opportunities with financial performance and the interests of our shareholders • Co-CEO target bonus opportunity was decreased to 200% of base salary because we introduced restricted stock unit (“RSU”) and PSU awards, which have longer vesting or performance periods, and is in line with the goal of incentivizing alignment with the long-term interests of our shareholders and value creation • Metric weighting adjustment increased focus on F/X Neutral Operating Margin (weighting increased to 65% from the previous 50% in 2023) to emphasize the importance of margin expansion to our overall business strategy and shareholder value creation, and F/X Neutral Revenue weighting was accordingly reduced from 50% in 2023 to 35% in 2024 | | Introduced PSU and RSU awards (equally weighted) with target award values for all Named Executive Officers set for each equity vehicle, eliminating executives’ historic ability to choose between cash and stock options | • More closely aligns our compensation practices with shareholders’ pay for performance expectations and peer company practices | | Adopted a severance policy applicable to Named Executive Officers to generally replace the previous “single trigger” change in control provisions with “double trigger” provisions | • Continues to incentivize executives to remain focused on delivering shareholder value through a potential transition while better aligning our benefits with shareholders’ expectations and peer company practices | | Adopted stock ownership guidelines | • Furthers alignment of Executive Officer and shareholder interests |

  55. Compensation Philosophy

    | • | Align 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. |

  56. Role of the compensation consultant

    Role of the compensation consultant In determining executive compensation for 2024, the Compensation Committee retained Compensia to advise on executive and director compensation matters. Compensia provided various services to the Compensation Committee during 2024, 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 2025; 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.

  57. 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, Activision Blizzard, Inc. was removed pending its acquisition by Microsoft, and DISH Network Corporation was removed based on market capitalization. Fox Corporation and ServiceNow, Inc. were added to the peer group for 2024 as similarly sized companies within the media & entertainment and software & services industries, respectively. The compensation peer group for 2024 was composed of the following companies:

  58. 2024 Netflix Peer Group

    2024 Netflix Peer Group

  59. 2024 Netflix Peer Group

    | Adobe, Inc. | Paramount Global | | AT&T Inc. | PayPal Holdings, Inc. | | Booking Holdings Inc. | Salesforce, Inc. | | Charter Communications, Inc. | ServiceNow, Inc. | | Comcast Corporation | Sirius XM Holdings, Inc. | | Electronic Arts Inc. | Tesla, Inc. | | Fox Corporation | The Walt Disney Company | | Mastercard Incorporated | Verizon Communications Inc. | | Meta Platforms, Inc. | Visa Inc. | | Oracle Corporation | Warner Bros. Discovery |

  60. 2024 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.

  61. Elements of the 2024 Executive Compensation Program

    | • | Annual Performance-Based Cash Bonus Program: 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 Named 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. |

  62. Elements of the 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 transitioned to the use of an equal mix of PSU awards (at target performance) and RSU awards for 2024 Named Executive Officer compensation to incorporate longer vesting periods and specific performance criteria in our equity awards. |

  63. Elements of the 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 Named 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. |

  64. Elements of the 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. For details on 2024 performance see, “2024 Long-Term Equity Incentive Awards and Results.” |

  65. Elements of the 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 Named 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 Named Executive Officers to reward performance over time and achieve our retention objectives. |

  66. Elements of the 2024 Executive Compensation Program

    | • | The Named Executive Officers were granted stock options as part of the compensation program in effect for 2023. Under that program, stock options for a given compensation year were 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, which includes the stock options granted in 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. |

  67. 2024 Annual Performance-Based Cash Bonus Program

    2024 Annual Performance-Based Cash Bonus Program In 2024, the Compensation Committee expanded the Bonus Program to include all Named Executive Officers and established target bonus opportunities at 200% of base salary. For our co-CEOs, the target bonus opportunity was decreased to 200% of salary from a higher opportunity based on the 2023 executive compensation structure to better align with market practices and was done in tandem with our decision to allocate a greater ratio of variable compensation to equity incentives. As such, the Committee introduced RSU and PSU awards for the 2024 compensation program, which have longer vesting or performance periods, and are in line with the goal of incentivizing alignment with the long-term interests of our shareholders and value creation. For the 2024 Bonus Program, the Compensation Committee used the following performance metrics: F/X Neutral Revenue and F/X Neutral Operating Margin, as they represent key performance indicators that are directly impacted by Named Executive Officers’ decision-making. The Compensation Committee increased the weighting of the F/X Neutral Operating Margin metric to 65% from the previous 50% in 2023 to emphasize the relative importance of F/X Neutral Operating Margin to our overall business strategy as margin improvement is key to our Company performance and enhancing shareholder value. F/X Neutral Revenue was accordingly reduced from the previous 50% in 2023 to a weighting of 35%. F/X Neutral Revenue and F/X Neutral Operating Margin are non-GAAP measures and are calculated as follows: F/X Neutral Revenue(1) is calculated assuming foreign exchange rates had remained constant with foreign exchange rates from each of the corresponding months of the prior-year period and excludes the impact of hedging gains or losses realized as revenues. F/X Neutral Operating Margin(1) is computed by dividing Adjusted Operating Profit by Adjusted Revenue.

  68. 2024 Annual Performance-Based Cash Bonus Program

    | • | Adjusted Operating Profit is calculated as Adjusted Revenue less Adjusted Operating Expenses. Adjusted Operating Expenses are 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. |

  69. 2024 Annual Performance-Based Cash Bonus Program

    | • | Adjusted Revenue is calculated using foreign exchange rates as of the beginning of the fiscal year and excludes the impact of hedging gains or losses realized as revenues from cash flow hedges entered into after January 1. |

  70. 2024 Annual Performance-Based Cash Bonus Program

    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 2024, 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 target and maximum, mid-point and target, and threshold and mid-point, for the F/X Neutral Revenue metric, and achievement between target and maximum, mid-point and target, and 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 200% of target.

  71. 2024 Annual Performance-Based Cash Bonus Program

    | (1) Revenues denominated in Argentine peso (“ARS”) were excluded from the 2024 targets for F/X Neutral Revenue and Adjusted Revenue (which is an input to the calculation of F/X Neutral Operating Margin) due to the unusual and material adverse F/X impact from ARS which resulted from: (1) price increases in Argentina due to local inflation, and (2) the significant devaluation of ARS relative to the U.S. dollar. For the avoidance of doubt, Adjusted Operating Expenses (which is an input to the calculation of F/X Neutral Operating Margin) includes expenses transacted in Argentine pesos and content cash flow hedge impacts. However, these expense amounts were not expected to have, and did not have, a material impact on either of the 2024 Bonus Program performance metrics. |

  72. 2024 Annual Performance-Based Cash Bonus Program

    In January 2025, the Compensation Committee certified the achievement of F/X Neutral Revenue at $38.72 billion, which exceeded 200% of our target, resulting in a 200% payout. F/X Neutral Operating Margin was certified at 26.41%, which exceeded 200% of our target, resulting in a 200% payout. This resulted in a payout of 200% 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 2024, the Compensation Committee determined that the Named Executive Officers receive payouts equal to 200% of the total target bonus to each of our Named Executive Officers. To facilitate the executive compensation program transitions for the Named Executive Officers and the significant reduction in cash salary in 2024 as compared to 2023, the Compensation Committee approved the payment of 2024 annual bonuses in two installments. Forty-five percent (45%) of the target bonus amount was paid in advance after the second quarter of 2024, with the remaining earned amount paid following the completion of the 2024 performance period. For the 2025 bonus program, the full amount of any earned bonus will be paid after the Compensation Committee’s certification of the bonus program’s results.

  73. 2024 Long-Term Equity Incentive Awards and Results

    2024 Long-Term Equity Incentive Awards and Results The Compensation Committee transitioned to the use of an equal mix of PSU awards (at target performance) and RSU awards for 2024 Named Executive Officer compensation to incorporate longer vesting periods and specific performance criteria in our equity awards. The Compensation Committee established the following target values for each Named Executive Officer’s equity awards based on the considerations discussed in “Determining Executive Compensation” above. The value of the target PSU awards and target RSU awards differs from the value of stock awards reported in the Summary Compensation Table because the Summary Compensation Table reflects the grant date fair value of the awards measured in accordance with ASC 718.

  74. 2024 Long-Term Equity Incentive Awards and Results

    | Named Executive Officer | Target PSU Value ($) | Target RSU Value ($) | Target Total Long-Term Incentive Grant Value ($) | | Ted Sarandos | 15,500,000 | 15,500,000 | 31,000,000 | | Greg Peters | 15,500,000 | 15,500,000 | 31,000,000 | | Reed Hastings | 350,000 | 350,000 | 700,000 | | Spencer Neumann | 5,250,000 | 5,250,000 | 10,500,000 | | David Hyman | 3,250,000 | 3,250,000 | 6,500,000 |

  75. RSU Awards

    RSU Awards In 2024, we introduced RSU awards (weighted 50% of long-term equity awards) to retain, reward and incentivize the Named 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 Named Executive Officers to reward performance over time and achieve our retention objectives. The number of RSUs granted to each Executive Officer in 2024 was determined by dividing the target value of the award by the 5-trading day average price, rounded up to the nearest whole share. The full denominator of the formula to determine the number of RSUs is the Company’s average closing share price during the 30-trading day period immediately preceding the grant date (the “30-trading day average price”), unless there is a 10% or greater difference between the 30-trading day average price and the Company’s closing share price on the grant date, in which case the Company’s average closing share price during the 5-trading day period immediately preceding the grant date (the “5-trading day average price”) is used. The 5-day trading average price was the denominator applicable to the 2024 RSU grants to our Named Executive Officers, as well as the target number of shares subject to the PSU Awards described below.

  76. PSU Awards

    PSU Awards In 2024, we introduced PSU awards (weighted 50% of long-term equity awards) 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 successful execution of our strategic initiatives, which we believe are critical to our ability to create long-term shareholder value and deliver above market performance. We believe the relative TSR metric also supports a strong alignment of Named Executive Officers’ long-term incentive compensation opportunities with the creation of long-term shareholder value. Consistent with this intent, the 2024 PSUs require outperformance at the 55th percentile of the S&P 500 to earn target payouts. 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. 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. Subject to the terms of the award agreements, between zero and 200% of the target number of PSUs in a given tranche will vest at the end of the tranche’s performance period, depending on the Company’s relative TSR performance, as set forth below. For the performance period from January 1, 2024 to December 31, 2024, the Company achieved a relative TSR at the 98th percentile, resulting in a payout percentage of 200% for the first tranche of PSU awards granted in January 2024.

  77. Termination-Based Compensation and Change in Control Retention Incentives

    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 (the “Severance Plan”). Under the Severance 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 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 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 Named Executive Officers in January 2024. We believe that benefits under the 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 Severance Plan provides that such prorated bonus will not apply to the extent it is duplicative with any pro-rata bonus provided under the 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.

  78. 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 executive 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 equity awards in 2024, although the compensation income recognized upon exercise or settlement 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 or the RSUs and PSUs are settled. 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.

  79. Equity Grant Practices

    Equity Grant Practices We generally grant equity awards to employees, including our Named Executive Officers, on a pre-established schedule and do not grant any form of equity compensation in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on equity award grant dates. Historically, a core component of our executive compensation program consisted of monthly stock option grants to our Named Executive Officers on a formulaic basis based on a stock option allocation amount that the Compensation Committee approved during the December of the prior calendar year. For example, the Compensation Committee approved the stock option allocation amount for each Named Executive Officer’s 2023 compensation in December 2022, with stock options for the 2023 compensation year granted beginning in February 2023 through January 2024. We granted stock options on the first trading day of each such month, with the number of options granted based on (a) the closing stock price on that trading day and (b) the stock option allocation amount approved in December 2022. Please see the discussion about stock options under the heading “Elements of the Prior Executive Compensation Program” in our proxy statement filed on April 18, 2024 for additional details about the formula we used to grant options. In 2024, we transitioned from the stock option allocation program to granting RSUs and PSUs to our Named Executive Officers. Our Compensation Committee approved the target dollar value of the RSU and PSU grants to our Named Executive Officers in December 2023 and specified that the grant date for such awards be the second business day following the January 2024 earnings release. In December 2023, the Compensation Committee also approved the formula for converting the target dollar value of the RSU and PSU grants into a number of RSUs and PSUs. During 2024, we did not grant options to our Named Executive Officers during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material, non-public information.

  80. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table sets forth information concerning the compensation paid to our Named Executive Officers in 2024, 2023, and 2022.

  81. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | TED SARANDOS co-Chief Executive Officer and President | 2024 | 3,000,000 | 42,707,872 | 2,253,067 | 12,000,000 | 1,961,458(5) | 61,922,397 | | | 2023 | 3,000,000 | — | 28,308,620 | 16,541,385 | 1,984,931 | 49,834,936 | | | 2022 | 20,000,000 | — | 28,512,519 | — | 1,786,777 | 50,299,296 | | GREG PETERS co-Chief Executive Officer and President | 2024 | 3,000,000 | 42,707,872 | 1,951,611 | 12,000,000 | 613,091(6) | 60,272,574 | | | 2023 | 2,890,385 | — | 22,667,588 | 13,938,549 | 620,602 | 40,117,124 | | | 2022 | 16,000,000 | — | 11,512,000 | — | 617,263 | 28,129,263 | | REED HASTINGS* Executive Chairman | 2024 | 100,000 | 965,039 | 281,697 | 400,000 | 2,215(7) | 1,748,951 | | | 2023 | 510,962 | — | 10,643,357 | — | 136,092 | 11,290,411 | | | 2022 | 650,000 | — | 49,408,182 | — | 1,015,055 | 51,073,237 | | SPENCER NEUMANN Chief Financial Officer | 2024 | 1,500,000 | 14,465,668 | 788,598 | 6,000,000 | 147,331(8) | 22,901,597 | | | 2023 | 7,000,000 | — | 9,907,780 | — | 94,073 | 17,001,853 | | | 2022 | 7,000,000 | — | 10,022,952 | — | 38,537 | 17,061,489 | | DAVID HYMAN Chief Legal Officer | 2024 | 1,500,000 | 8,955,597 | 788,598 | 6,000,000 | 15,647(9) | 17,259,842 | | | 2023 | 4,000,000 | — | 9,664,029 | — | 16,044 | 13,680,073 | | | 2022 | 6,000,000 | — | 7,237,681 | — | 12,971 | 13,250,652 |

  82. Summary Compensation Table

    | * Effective April 17, 2025, Mr. Hastings transitioned from Executive Chairman to Chairman of the Board and a non-executive director. |

  83. Summary Compensation Table

    | (1) The 2024 RSU target award amount for each Named Executive Officer was: $15,500,000 for Messrs. Sarandos and Peters, $350,000 for Mr. Hastings, $5,250,000 for Mr. Neumann and $3,250,000 for Mr. Hyman. The 2024 PSU target award amount for each Named Executive Officer was: $15,500,000 for Messrs. Sarandos and Peters, $350,000 for Mr. Hastings, $5,250,000 for Mr. Neumann and $3,250,000 for Mr. Hyman. Dollar amounts in the Stock Awards column reflect the grant date fair value of the RSU and PSU awards, computed in accordance with FASB ASC Topic 718. The grant date fair value for RSUs is based on the closing price of the Company’s common stock on the date of grant. The grant date fair value for PSUs is calculated using a Monte-Carlo model for each award on the date of grant, as determined under FASB ASC 718, based on the probable outcome of the performance condition as of the grant date and incorporates assumptions such as the term of the performance period, expected volatilities, risk-free interest rate, and dividend yield. Since the performance criteria underlying the PSUs, relative TSR, is considered a market condition as opposed to a performance condition for accounting purposes, the expense associated with those awards is not subject to fluctuation based on the actual outcome. Therefore, the amounts reported in this column reflect the maximum expense value. |

  84. Summary Compensation Table

    | (2) The Named Executive Officers were granted stock options as part of the compensation program in effect for 2023. Under that program, stock options for a given compensation year were granted beginning in February and through January of the next calendar year. The amounts in the Option Awards column reflects the option grants in January 2024 under the 2023 compensation program. The options granted to the co-CEOs and Executive Chairman for the 2023 compensation year, which includes the stock options granted in 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. 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 grant date fair value for stock options is calculated using a lattice-binomial model and incorporates assumptions such as expected volatility, risk-free interest rate, suboptimal exercise factor, and dividend yield. |

  85. Summary Compensation Table

    | (3) Amounts listed in this column are reflective of actual bonus amounts earned under the 2024 Bonus Program for performance during 2024, a portion of which was paid in mid-2024. The 2024 Bonus Program bonuses paid out at 200% of target because actual performance exceeded the maximum performance metric target. Further information about the Bonus Program is available in the section above entitled “Compensation Discussion and Analysis.” |

  86. 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. |

  87. Summary Compensation Table

    | (5) Includes $13,800 representing our matching contribution made under our 401(k) plan, $36,782 for car services, $576,841 for personal use of company aircraft, $2,215 in cash in lieu of health benefits that were not utilized, and $1,331,820 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. |

  88. Summary Compensation Table

    | (6) Includes $612,741 for personal use of company aircraft and $350 reimbursed by the Company for tax preparation related to business travel. Mr. Peters has fully reimbursed the Company for the incremental costs associated with his personal use of car services. |

  89. Summary Compensation Table

    | (7) Includes $2,215 in cash in lieu of health benefits that were not utilized. |

  90. Summary Compensation Table

    | (8) Includes $13,800 representing our matching contribution made under our 401(k) plan, $96,020 for personal use of company aircraft, and $37,511 for car services. |

  91. Summary Compensation Table

    | (9) Includes $13,800 representing our matching contribution made under our 401(k) plan and $1,847 for commuting expenses. |

  92. 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 2024.

  93. Grants of Plan-Based Awards

    | Name | Award Type | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | Threshold ($)(6) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Ted Sarandos | Performance-Based Cash Bonus | | 1,050,000 | 6,000,000 | 12,000,000 | | | | | | | | | | PSU Award | 1/25/2024 | | | | 15,556 | 31,112 | 62,224 | | | | 25,222,928 | | | RSU Award | 1/25/2024 | | | | | | | 31,112 | | | 17,484,944 | | | Stock Options | 1/2/2024 | | | | | | | | 8,894 | 468.50 | 2,253,067 | | Greg Peters | Performance-Based Cash Bonus | | 1,050,000 | 6,000,000 | 12,000,000 | | | | | | | | | | PSU Award | 1/25/2024 | | | | 15,556 | 31,112 | 62,224 | | | | 25,222,928 | | | RSU Award | 1/25/2024 | | | | | | | 31,112 | | | 17,484,944 | | | Stock Options | 1/2/2024 | | | | | | | | 7,704 | 468.50 | 1,951,611 | | Reed Hastings | Performance-Based Cash Bonus | | 35,000 | 200,000 | 400,000 | | | | | | | | | | PSU Award | 1/25/2024 | | | | 352 | 703 | 1,406 | | | | 569,953 | | | RSU Award | 1/25/2024 | | | | | | | 703 | | | 395,086 | | | Stock Options | 1/2/2024 | | | | | | | | 1,112 | 468.50 | 281,697 | | Spencer Neumann | Performance-Based Cash Bonus | | 525,000 | 3,000,000 | 6,000,000 | | | | | | | | | | PSU Award | 1/25/2024 | | | | 5,269 | 10,538 | 21,076 | | | | 8,543,312 | | | RSU Award | 1/25/2024 | | | | | | | 10,538 | | | 5,922,356 | | | Stock Options | 1/2/2024 | | | | | | | | 3,113 | 468.50 | 788,598 | | David Hyman | Performance-Based Cash Bonus | | 525,000 | 3,000,000 | 6,000,000 | | | | | | | | | | PSU Award | 1/25/2024 | | | | 3,262 | 6,524 | 13,048 | | | | 5,289,109 | | | RSU Award | 1/25/2024 | | | | | | | 6,524 | | | 3,666,488 | | | Stock Options | 1/2/2024 | | | | | | | | 3,113 | 468.50 | 788,598 |

  94. Grants of Plan-Based Awards

    | (1) Represents the amounts that the Named Executive Officers were eligible to receive under our 2024 Annual Performance-Based Cash Bonus Program. The actual amounts earned by and paid to the Named Executive Officers for 2024 are set forth in the “Summary Compensation Table” in the column titled “Non-Equity Incentive Plan Compensation.” |

  95. Grants of Plan-Based Awards

    | (2) Represents the number of shares of common stock subject to PSU Awards granted to the Named Executive Officers in 2024 under our 2020 Stock Plan. Maximum and threshold amounts represent 200% and 50%, respectively, of the target number of shares subject to the 2024 PSUs granted to each Named Executive Officer. The 2024 PSUs are divided into three tranches and earned based on performance over three discrete performance periods of one, two and three years. All three tranches are included in the table above. In January 2025, the Compensation Committee determined the actual number of shares eligible to vest for the first tranche pursuant to the PSU awards based on our 2024 performance. The shares subject to the second and third tranches remain outstanding. |

  96. Grants of Plan-Based Awards

    | (3) Represents the number of shares of common stock subject to RSU Awards granted to Named Executive Officers during 2024 under our 2020 Stock Plan. Such shares vest quarterly over a three-year period. |

  97. Grants of Plan-Based Awards

    | (4) The Named Executive Officers were granted stock options under our 2020 Stock Plan as part of the compensation program in effect for 2023. Under that program, stock options for a given compensation year were granted beginning in February and through January of the next calendar year. The amounts in the Option Awards column reflects the option grants in January 2024 under the 2023 compensation program. |

  98. Grants of Plan-Based Awards

    | (5) The amounts reported in this column represent the grant date fair value of the RSU Awards, PSU Awards and stock options granted to the Named Executive Officers, as computed in accordance with ASC Topic 718. See footnotes 1 and 2 to the “Summary Compensation Table.” |

  99. Grants of Plan-Based Awards

    | (6) For the 2024 Bonus Program, the Compensation Committee selected F/X Neutral Revenue, weighted at 35%, and F/X Neutral Operating Margin, weighted at 65%, as the financial performance measures to determine the bonus awards, with each metric independent of the other performance metric. The threshold is calculated assuming threshold performance was achieved for F/X Neutral Revenue only. |

  100. 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, 2024. 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 and January 2024, which had a one-year vesting period. The stock options can generally be exercised up to 10 years following the date of grant.

  101. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Ted Sarandos | 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 | | | | |

  102. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Ted Sarandos (continued) | 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 | | | | | | | 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 | | | | |

  103. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Ted Sarandos (continued) | 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 | | 361.99 | 2/1/2033 | | | | | | | 3/1/2023 | 13,292 | | 313.48 | 3/1/2033 | | | | | | | 4/3/2023 | 11,964 | | 348.28 | 4/3/2033 | | | | | | | 5/1/2023 | 12,855 | | 324.12 | 5/1/2033 | | | | | | | 6/1/2023 | 10,336 | | 403.13 | 6/1/2033 | | | | | | | 7/3/2023 | 9,439 | | 441.44 | 7/3/2033 | | | | | | | 8/1/2023 | 9,499 | | 438.62 | 8/1/2033 | | | | | | | 9/1/2023 | 9,472 | | 439.88 | 9/1/2033 | | | | | | | 10/2/2023 | 10,956 | | 380.33 | 10/2/2033 | | | | | | | 11/1/2023 | 9,916 | | 420.19 | 11/1/2033 | | | | | | | 12/1/2023 | 8,946 | | 465.74 | 12/1/2033 | | | | | | | 1/2/2024 | | 8,894(2) | 468.50 | 1/2/2034 | | | | | | | 1/25/2024 | | | | | 20,742(3) | 18,487,759 | | | | | 1/25/2024 | | | | | | | 41,484(4) | 36,975,519 |

  104. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Greg Peters | 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 | | | | |

  105. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Greg Peters (continued) | 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 | | | | | | | 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 | | | | |

  106. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Greg Peters (continued) | 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 | | 361.99 | 2/1/2033 | | | | | | | 3/1/2023 | 11,514 | | 313.48 | 3/1/2033 | | | | | | | 4/3/2023 | 10,363 | | 348.28 | 4/3/2033 | | | | | | | 5/1/2023 | 11,136 | | 324.12 | 5/1/2033 | | | | | | | 6/1/2023 | 8,954 | | 403.13 | 6/1/2033 | | | | | | | 7/3/2023 | 8,176 | | 441.44 | 7/3/2033 | | | | | | | 8/1/2023 | 8,229 | | 438.62 | 8/1/2033 | | | | | | | 9/1/2023 | 8,205 | | 439.88 | 9/1/2033 | | | | | | | 10/2/2023 | 9,491 | | 380.33 | 10/2/2033 | | | | | | | 11/1/2023 | 8,589 | | 420.19 | 11/1/2033 | | | | | | | 12/1/2023 | 7,750 | | 465.74 | 12/1/2033 | | | | | | | 1/2/2024 | | 7,704(2) | 468.50 | 1/2/2034 | | | | | | | 1/25/2024 | | | | | 20,742(3) | 18,487,759 | | | | | 1/25/2024 | | | | | | | 41,484(4) | 36,975,519 | | Reed Hastings | 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 | | | | |

  107. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Reed Hastings (continued) | 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 | | | | | | | 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 | | | | |

  108. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Reed Hastings (continued) | 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 | | | | | | | 8/3/2020 | 14,206 | | 498.62 | 8/3/2030 | | | | | | | 9/1/2020 | 12,727 | | 556.55 | 9/1/2030 | | | | |

  109. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Reed Hastings (continued) | 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 | | 361.99 | 2/1/2033 | | | | | | | 3/1/2023 | 1,662 | | 313.48 | 3/1/2033 | | | | |

  110. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Reed Hastings (continued) | 4/3/2023 | 1,495 | | 348.28 | 4/3/2033 | | | | | | | 5/1/2023 | 1,607 | | 324.12 | 5/1/2033 | | | | | | | 6/1/2023 | 1,292 | | 403.13 | 6/1/2033 | | | | | | | 7/3/2023 | 1,180 | | 441.44 | 7/3/2033 | | | | | | | 8/1/2023 | 1,187 | | 438.62 | 8/1/2033 | | | | | | | 9/1/2023 | 1,184 | | 439.88 | 9/1/2033 | | | | | | | 10/2/2023 | 1,370 | | 380.33 | 10/2/2033 | | | | | | | 11/1/2023 | 1,239 | | 420.19 | 11/1/2033 | | | | | | | 12/1/2023 | 1,118 | | 465.74 | 12/1/2033 | | | | | | | 1/2/2024 | | 1,112(2) | 468.50 | 1/2/2034 | | | | | | | 1/25/2024 | | | | | 469(3) | 418,029 | | | | | 1/25/2024 | | | | | | | 938(4) | 836,058 | | 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 | | | | |

  111. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Spencer Neumann (continued) | 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 | | | | | | | 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 | | | | |

  112. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Spencer Neumann (continued) | 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 | | | | | | | 1/2/2024 | 3,113 | | 468.50 | 1/2/2034 | | | | | | | 1/25/2024 | | | | | 7,026(3) | 6,262,414 | | | | | 1/25/2024 | | | | | | | 14,052(4) | 12,524,829 | | David Hyman | 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 | | | | |

  113. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | David Hyman (continued) | 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 | | | | | | | 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 | | | | |

  114. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options: Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | David Hyman (continued) | 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 | | | | | | | 1/2/2024 | 3,113 | | 468.50 | 1/2/2034 | | | | | | | 1/25/2024 | | | | | 4,350(3) | 3,877,242 | | | | | 1/25/2024 | | | | | | | 8,700(4) | 7,754,484 |

  115. Outstanding Equity Awards at Fiscal Year End

    | (1) Market value is calculated based on $891.32 per share, the closing price of our common stock on December 31, 2024. |

  116. Outstanding Equity Awards at Fiscal Year End

    | (2) Options granted on January 2, 2024 vest on the one year anniversary of the grant date. |

  117. Outstanding Equity Awards at Fiscal Year End

    | (3) Represents RSUs granted on January 25, 2024 that vest quarterly in equal installments beginning on February 3, 2024 over a three-year period, subject to the Named Executive Officer’s continued employment. |

  118. Outstanding Equity Awards at Fiscal Year End

    | (4) Represents the outstanding 2024 PSUs. The 2024 PSUs are divided into three tranches and earned based on performance over three discrete performance periods of one, two and three years, with the first tranche vesting on December 31, 2024, the second tranche vesting on December 31, 2025 and the third tranche vesting on December 31, 2026, subject to the Named Executive Officer’s continued service with us through the applicable vesting date. The PSUs for tranches 2 and 3 are shown in the table assuming the maximum performance level, given that the award was tracking above maximum performance as of December 31, 2024. Tranche 1 of the 2024 PSUs is not included in this table because it vested at 200% of performance at year end and is reported in the “Option Exercises and Stock Vested” table. |

  119. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information concerning each exercise of stock options and vesting of RSU and PSU awards during 2024 for each of the Named Executive Officers on an aggregated basis, before payment of any applicable withholding tax.

  120. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Ted Sarandos | 68,957 | 32,708,016 | 31,110 | 24,955,387 | | Greg Peters | 53,212 | 26,574,712 | 31,110 | 24,955,387 | | Reed Hastings | 332,549 | 206,021,127 | 702 | 563,209 | | Spencer Neumann | — | — | 10,536 | 8,451,646 | | David Hyman | 92,547 | 38,790,455 | 6,522 | 5,231,672 |

  121. Option Exercises and Stock Vested

    | (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. |

  122. Option Exercises and Stock Vested

    | (2) Dollar value realized on vesting is calculated as the number of shares of common stock issued upon vesting of RSUs and PSUs multiplied by the closing price of our common stock on the vesting date. |

  123. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control During 2024, our Named Executive Officers participated 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 Named Executive Officers under the Executive Officer Severance Plan, the Bonus Plan, and certain applicable option, RSU and PSU award agreements in connection with (1) a termination of their employment by the Company for a reason other than cause, the Named Executive Officer’s death or the Named Executive Officer’s permanent disability outside of a three month period preceding a change in control and the twenty-four 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) “Non-CIC Involuntary Termination”), (2) a termination of their employment (a) by the Company for a reason other than cause, the Named Executive Officer’s death or the Named Executive Officer’s permanent disability or (b) by the Named 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 “CIC Involuntary Termination”), (3) the Named Executive Officer’s death or permanent disability, and (4) equity acceleration in connection with a change in control when awards are assumed by the acquiring company. The amounts shown below assume that the qualifying termination of employment or other triggering event was effective as of December 31, 2024. The Non-CIC Involuntary Termination Payments and CIC Involuntary Termination Payments that do not involve equity award acceleration are generally contingent on the Named Executive Officer’s execution and non-revocation of a release of claims in our favor.

  124. Potential Payments upon Termination or Change in Control

    | | Non-CIC Involuntary Termination | | | | | | CIC Involuntary Termination | | | | | | | | Named Executive Officer | Non-CIC Severance Pay ($)(1) | Pro Rata Bonus ($)(2) | Accelerated Vesting of Stock Options ($)(3) | Pro Rata Vesting of RSUs ($)(4) | Pro Rata Vesting of PSUs ($)(5) | Total ($) | CIC Severance Pay ($)(6) | Pro Rata Bonus ($)(2) | Lump sum for 24 Months of Benefits ($)(7) | Accelerated Vesting of Stock Options ($)(3) | Accelerated Vesting of RSUs ($)(8) | Accelerated Vesting of PSUs ($)(9) | Total ($) | | Ted Sarandos | 40,000,000 | — | 3,760,561 | 1,447,670 | 15,430,357 | 60,638,588 | 18,000,000 | — | 42,402 | 3,760,561 | 18,487,759 | 36,975,519 | 77,266,241 | | Greg Peters | 40,000,000 | — | 3,257,405 | 1,447,670 | 15,430,357 | 60,135,432 | 18,000,000 | — | 72,838 | 3,257,405 | 18,487,759 | 36,975,519 | 76,793,521 | | Reed Hastings | 1,000,000 | — | 470,176 | 32,381 | 348,749 | 1,851,306 | 600,000 | — | 42,402 | 470,176 | 418,029 | 836,058 | 2,366,665 | | Spencer Neumann | 15,000,000 | — | — | 490,187 | 5,226,771 | 20,716,958 | 9,000,000 | — | 72,838 | — | 6,262,414 | 12,524,829 | 27,860,081 | | David Hyman | 11,000,000 | — | — | 303,715 | 3,236,045 | 14,539,760 | 9,000,000 | — | 61,879 | — | 3,877,242 | 7,754,484 | 20,693,605 |

  125. Potential Payments upon Termination or Change in Control

    | (1) In accordance with the Executive Officer Severance Plan, this includes the sum of the Named Executive Officer’s (a) Base Salary, (b) Target Bonus and (c) Target Annual LTI Opportunity for 2024 (i.e., target RSU and PSU award amounts). Such amount is payable in a cash lump sum as soon as administratively practicable following the termination of employment, but in no event more than two and one half months thereafter. |

  126. Potential Payments upon Termination or Change in Control

    | (2) The pro rata bonus is represented in the table at $0 because the bonus under the 2024 Bonus Program was fully earned as of December 31, 2024, the last day of the performance period, and would have been payable irrespective of a termination of employment on December 31, 2024. The actual 2024 Bonus Program amounts are reported in the Non-Equity Incentive Plan Compensation column of the “Summary Compensation Table.” |

  127. Potential Payments upon Termination or Change in Control

    | (3) 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 January 2024, which is calculated based on the difference between the closing market price of our common stock on December 31, 2024 of $891.32, and the exercise price per option multiplied by the number of unvested options. Such acceleration is in accordance with the terms of certain of Messrs. Sarandos, Peters and Hastings’ 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. |

  128. Potential Payments upon Termination or Change in Control

    | (4) The amounts displayed in this column includes the value of pro rata vesting of unvested RSUs with respect to the portion that would have vested on the next-applicable vesting date based on the number of days employed through December 31, 2024 and the closing market price of our common stock on December 31, 2024 of $891.32. Such acceleration is in accordance with the terms of the RSU award agreements. |

  129. Potential Payments upon Termination or Change in Control

    | (5) The amounts displayed in this column include the value of pro rata accelerated vesting of PSUs for each tranche of PSUs that was outstanding on December 31, 2024 based on actual performance as of December 31, 2024, calculated as if the applicable performance period ended on December 31, 2024, which is based on the closing market price of our common stock on December 31, 2024 of $891.32. The value of the PSUs that vested as of December 31, 2024, the last day of the first performance period for the PSUs granted in 2024, are excluded from the above table, as those PSUs would have vested upon following the completion of the performance period on December 31, 2024 irrespective of a termination on December 31, 2024. Such acceleration is in accordance with the terms of the PSU award agreements. |

  130. Potential Payments upon Termination or Change in Control

    | (6) In accordance with the Executive Officer Severance Plan, this includes two times the sum of the Executive Officer’s (a) Base Salary and (b) Target Bonus. Such lump sum payment is payable no later than two and one half months following the later of (x) the change in control and (y) the termination of employment. |

  131. Potential Payments upon Termination or Change in Control

    | (7) Includes the value of twenty-four months of continued health, dental and vision benefits for the Named Executive Officer and their covered dependents. Such lump sum payments 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. |

  132. Potential Payments upon Termination or Change in Control

    | (8) The amounts displayed in this column include the value of full acceleration of the unvested RSUs, which is calculated by multiplying the number of RSUs that would accelerate by the closing market price of our common stock on December 31, 2024 of $891.32. Such acceleration is in accordance with the terms of the RSU award agreements. |

  133. Potential Payments upon Termination or Change in Control

    | (9) The amounts displayed in this column include the value of accelerated vesting of PSUs for each tranche of PSUs that was outstanding on December 31, 2024 based on the higher of target and actual performance as of December 31, 2024, calculated as if the applicable performance period ended on December 31, 2024, which is based on the closing market price of our common stock on December 31, 2024 of $891.32. The value of the PSUs that vested as of December 31, 2024, the last day of the first performance period for the PSUs granted in 2024, are excluded from the above table, as those PSUs would have vested upon following the completion of the performance period on December 31, 2024 irrespective of a termination on December 31, 2024. Such acceleration is in accordance with the terms of the PSU award agreements. |

  134. Potential Payments upon Termination or Change in Control

    | | Death/Disability | | | Change in Control Benefits | | Named Executive Officer | Accelerated Vesting of RSUs ($)(1) | Accelerated Vesting of PSUs ($)(2) | Death/ Disability Total ($) | Accelerated Vesting of PSUs ($)(3) | | Ted Sarandos | 18,487,759 | 36,975,519 | 55,463,278 | 15,430,357 | | Greg Peters | 18,487,759 | 36,975,519 | 55,463,278 | 15,430,357 | | Reed Hastings | 418,029 | 836,058 | 1,254,087 | 348,749 | | Spencer Neumann | 6,262,414 | 12,524,829 | 18,787,243 | 5,226,771 | | David Hyman | 3,877,242 | 7,754,484 | 11,631,726 | 3,236,045 |

  135. Potential Payments upon Termination or Change in Control

    | (1) Includes the value of full acceleration of the unvested RSUs, which is calculated by multiplying the number of RSUs that would accelerate by the closing market price of our common stock on December 31, 2024 of $891.32. |

  136. Potential Payments upon Termination or Change in Control

    | (2) Includes the value of full acceleration of the unvested PSUs, at actual performance levels as of December 31, 2024, which is calculated by multiplying the number of PSUs that would accelerate by the closing market price of our common stock on December 31, 2024 of $891.32. The value of the PSUs that vested as of December 31, 2024, the last day of the first performance period for the PSUs granted in 2024, are excluded from the above table, as those PSUs would have vested upon following the completion of the performance period on December 31, 2024 irrespective of a termination on December 31, 2024. |

  137. Potential Payments upon Termination or Change in Control

    | (3) If the PSUs are assumed, substituted or continued in connection with a change in control (as defined in the applicable award agreement), unvested PSUs are converted into RSUs based on the greater of target and actual performance and a pro-rata portion of such RSUs vest immediately prior to the change in control but conditioned upon completion of such change in control and the Named Executive Officer’s continued service on the vesting date, with any corresponding payments made as soon as reasonably practicable after the change in control and with the remainder vesting quarterly in substantially equal installments thereafter. The amounts in the table that correspond to this footnote represent the estimated value of the pro-rata portion of the PSUs that could accelerate single trigger and pay out upon such change in control, which is calculated by multiplying the number of PSUs that would accelerate by the closing market price of our common stock on December 31, 2024 of $891.32. 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 and the applicable award agreements, outstanding awards will generally accelerate in full if they are not assumed, substituted or continued with an equivalent award in connection with a change in control. |

  138. 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 median employee and the annual total compensation of our co-CEOs on December 31, 2024, 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 2024 annual total compensation as determined under Item 402 of Regulation S-K was $61,922,397 for Mr. Sarandos and $60,272,574 for Mr. Peters. The 2024 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $215,503. 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 2024 is 287 to 1, in the case of Mr. Sarandos, and 280 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, 2024, which is within the last three months of 2024, as the date upon which we would identify the “median employee.” We also used December 31 as our measuring date in 2023. To identify the median employee, we utilized a consistently applied compensation measure consisting of base salary (annualized the compensation of all permanent full-time and part-time employees who were not employed by us for all of 2024, and for employees outside the United States, we converted their compensation to U.S. dollars using the applicable average exchange rate for 2024), commission at target, and grant date fair value of any option awards. Using this foregoing approach, we identified the individual at the median of our employee population, who is a full-time employee based in the United States. We then calculated the 2024 annual total compensation for this individual using the methodology consistent with the Summary Compensation Table. 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. Episcopal City Mission c/o Trillium Asset Management, One Congress Street Suite 3101, Boston MA 02114, 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 Episcopal City Mission will present the following proposal at the Annual Meeting. Episcopal City Mission has appointed Trillium Asset Management to act on its behalf regarding the below proposal.