DEFINITIVE PROXY STATEMENT

DEF 14A 1 d13481ddef14a.htm DEFINITIVE PROXY STATEMENT DEFINITIVE PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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NETFLIX, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Letter from Our Lead

Independent Director

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Jay Hoag

FELLOW STOCKHOLDERS,

We hope you and your families are healthy and safe. The COVID-19 pandemic brought unprecedented challenges and 2020 was a year marked with extraordinary loss for many. Throughout the year, we were fortunate to be able to adapt our business operations to protect the well-being of our employees and partners while also ensuring business continuity. We are grateful that we have been able to provide our members with a source of escape, connection and comfort during these challenging times.

This past year also brought issues of racial and social injustice to the forefront. As a global company with a broad member base, we believe that talented employees with diverse backgrounds, cultures, perspectives, and experiences unlock and drive innovation, creativity, and the variety of our storytelling. We believe that more diversity in our company leads to more diversity behind the camera and more diversity on screen, and we published our first Inclusion Report in January 2021, providing a snapshot of representation within the company, and how we plan to increase it and cultivate a community of belonging. We followed that with a groundbreaking study, from the USC Annenberg Inclusion Initiative, examining diversity in our US original series and films, which we shared publicly to benchmark our progress and hold ourselves accountable for our goals of ongoing improvement.

We are humbled by our talented and dedicated teams who continued to create and deliver world class entertainment during these extraordinary times. Our original stories deeply resonated with audiences and were nominated for 160 Emmys and an industry-leading 36 Academy Award nominations within the last year.

In 2020, we had approximately 204 million paid memberships, achieved approximately $25 billion in revenue, representing 24% year-over-year growth, and approximately $4.6 billion of operating income, representing 76% year-over-year growth, as well as improved our cash flows from operations. We prioritize creating long-term value for our stockholders, demonstrated by our strong total stockholder return. As of December 31, 2020, we delivered 67% in annualized total stockholder return over the prior one-year period and 40% since our initial public offering in 2002 through December 31, 2020.

We believe we are in the early stages of the transition to streaming entertainment all around the world. To support continued growth, we evolved the management team with the appointment of Ted Sarandos as Co-Chief Executive Officer, in addition to his role as Chief Content Officer, and Greg Peters as Chief Operating Officer, in addition to his role as Chief Product Officer. Ted was also appointed to the Board. Reed Hastings continues to serve as Co-Chief Executive Officer and Chairman of the Board. Ted is instrumental to the innovation and success of Netflix, particularly in driving the content strategy. Both Co-Chief Executive Officers collaborate closely on corporate strategy and are involved in all aspects of management. Greg oversees global operations and our team responsible for product, ensuring that Netflix stays aligned, productive and able to improve rapidly. We believe this is an effective leadership model and mostly formalized the prior working relationship between Reed and Ted.

The Board, alongside management, continued to actively engage with stockholders to seek their input and provide perspective on our policies and practices. This year, the discussions were focused on environmental, social and governance matters; diversity, equity and inclusion; and our executive compensation program.

On behalf of the Board, we thank you for your investment and wish you and your families good health.

Warm regards,

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Jay C. Hoag

Lead Independent Director

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Notice of Annual Meeting

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 3, 2021

To the Stockholders of Netflix, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Netflix, Inc., a Delaware corporation (the “Company”), will be held on June 3, 2021 at 3:00 p.m. Pacific Time. You can attend the Annual Meeting via the internet and vote your shares electronically by visiting www.virtualshareholdermeeting.com/NFLX2021 (there is no physical location for the Annual Meeting). You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.

The Annual Meeting will be held for the following purposes:

1.	To elect four Class I directors to hold office until the 2024 Annual Meeting of Stockholders;

2.	To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021;

3.	Advisory approval of the Company’s named executive officer compensation;

4.	To consider three stockholder proposals, if properly presented at the Annual Meeting; and

5.	To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

These business items are described more fully in the Proxy Statement accompanying this Notice. Only stockholders who owned our common stock at the close of business on April 8, 2021 can vote at this meeting or any adjournments that may take place.

All stockholders are cordially invited to attend the meeting via the internet.

For ten days prior to the Annual Meeting, a complete list of the stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose germane to the meeting. Due to the COVID-19 pandemic, please email board@netflix.com to make arrangements to examine the stockholder list. The stockholder list will also be available during the annual meeting by visiting www.virtualshareholdermeeting.com/NFLX2021 and entering your 16-Digit Control Number.

By order of the Board of Directors

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David Hyman

Chief Legal Officer and Secretary

April 23, 2021

Los Gatos, California

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YOUR VOTE IS IMPORTANT. PLEASE VOTE OVER THE INTERNET, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING VIA THE INTERNET. IF YOU RECEIVED A PAPER PROXY CARD AND VOTING INSTRUCTIONS BY MAIL, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING VIA THE INTERNET.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 3, 2021: THIS PROXY STATEMENT, THE NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND THE ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.

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Table of Contents


Information Concerning Solicitation and Voting			2

Netflix 2020 Year in Review			6

Proposal One: Our Board of Directors Election of Directors			8

Who We Are			10

How We are Selected, Elected and Evaluated			19

How We Govern and are Governed			20

How We are Organized			22

How to Communicate with Us			24

How We are Paid			25

Certain Relationships and Related Transactions			27

Proposal Two: Our Auditors Ratification of Appointment of Independent Registered Public Accounting Firm			28

Report of the Audit Committee of the Board of Directors			31

Our Company Executive Officers			33

Proposal Three: Our Pay Advisory Approval of Executive Officer Compensation			37

Compensation Discussion and Analysis			39

A Message from the Compensation Committee Chair			40

Our Company and 2020 Performance			40

Stockholder Engagement and the 2020 Say-on-Pay Vote Result			41

2020 Named Executive Officers			42

Compensation Philosophy			42

Compensation Program Overview			42

Determining Executive Compensation Magnitude			44

Elements of Executive Compensation			45

Executive Compensation in 2020			47

Termination-Based Compensation and Change in Control Retention Incentives			49

Tax Considerations			50

Prohibition on Hedging			51


Clawback of Performance-Based Awards			51

Compensation Risk			51

Code of Ethics			51

Compensation Committee Report			52

Compensation of Executive Officers and Other Matters			53

Summary Compensation Table			54

Grants of Plan-Based Awards			55

Outstanding Equity Awards at Fiscal Year-End			57

Option Exercises			64

Potential Payments under Termination or Change-in-Control			64

Pay Ratio Disclosure			65

Proposal Four Stockholder Proposal			66

Proposal Five Stockholder Proposal			69

Proposal Six Stockholder Proposal			72

Other Information			75

Security Ownership of Certain Beneficial Owners and Management			76

Delinquent Section 16(a) Reports			77

Equity Compensation Plan Information			78

Stockholders Sharing an Address			78

Other Matters			79

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INFORMATION CONCERNING

SOLICITATION AND VOTING

GENERAL

The attached proxy is solicited on behalf of the Board of Directors (the “Board”) of Netflix, Inc., a Delaware corporation (the “Company,” “Netflix,” “we,” “us” or “our”), for use at the Annual Meeting of Stockholders to be held on June 3, 2021, at 3:00 p.m. Pacific Time (the “Annual Meeting”), or at any adjournment or postponement of this meeting, for the purposes set forth in this Proxy Statement and in the accompanying Notice of Annual Meeting of Stockholders and form of proxy. This year’s Annual Meeting will be held entirely via the internet and will be conducted by our Chief Legal Officer and Secretary. Stockholders may participate in the Annual Meeting by visiting the following website: www.virtualshareholdermeeting.com/NFLX2021. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. We encourage you to access the Annual Meeting webcast prior to the start time. Online check-in will begin at 2:45 p.m. Pacific Time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log in page.

Hosting the Annual Meeting via the internet provides expanded access, reduced environmental impact and cost savings for our stockholders and the Company. Hosting a virtual meeting enables increased stockholder attendance and participation. In addition, we intend that the virtual meeting format provides stockholders a similar level of transparency to the traditional in person meeting format. As a longstanding practice for many years, our stockholders are able to submit questions four times a year as part of our quarterly earnings interview, and answers to top investors questions are available on our Investor Relations website at https://ir.netflix.net. As such, questions at our Annual Meeting will be limited to those for our auditors, if any. Instructions on how to ask questions for our quarterly earnings interviews are found in the press release announcing the date on which we will release each quarter’s earnings results.

Pursuant to rules promulgated by the Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we will mail, on or about April 23, 2021, a Notice of Internet Availability of Proxy Materials to stockholders of record and beneficial owners as of the close of business on April 8, 2021, referred to as the Record Date. On the date of mailing of the Notice of Internet Availability of Proxy Materials, all stockholders will have the ability to access all of the proxy materials at https://ir.netflix.net/financials/annual-reports-and-proxies/default.aspx. Should you request it, we will make paper copies of these proxy materials available free of charge. To request a copy, please send your request to our Secretary at the address listed below.

Our principal executive offices are located at 100 Winchester Circle, Los Gatos, California 95032, and our telephone number is (408) 540-3700. Our internet website address is www.netflix.com. You may find our SEC filings, including our annual reports on Form 10-K, on our Investor Relations website at https://ir.netflix.net/financials/sec-filings/default.aspx.

REVOCABILITY OF PROXIES

You may change your vote at any time prior to the vote at the Annual Meeting. If you are a stockholder of record as of the Record Date, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy), by providing a written notice of revocation to our Secretary at the address above prior to your shares being voted, or by attending the Annual Meeting and voting via the internet. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request. For shares you hold beneficially in the name of a broker, trustee or other nominee, you may change your vote by submitting new voting instructions to your broker, trustee or nominee, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting via the internet.

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		2021 PROXY STATEMENT		3

VOTING AND SOLICITATION

Only stockholders of record at the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting. At the close of business on the Record Date, there were 443,402,736 shares of common stock outstanding and entitled to vote. Each holder of record of shares of common stock on that date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting.

You may vote via the internet by going to www.proxyvote.com and following the instructions on the screen. As explained in greater detail in the Notice of Internet Availability of Proxy Materials, to vote your shares, you may vote via the internet by visiting www.proxyvote.com and having available your 16-digit control number(s) contained on your Notice of Internet Availability of Proxy Materials. If you received your proxy materials by mail, you may vote by completing the enclosed proxy card, dating and signing it and returning it in the postage-paid envelope provided, or you may vote by phone by following the instructions on your proxy card. You may vote via the internet or by phone up until 8:59 p.m. Pacific Time on June 2, 2021. If you vote by mail, your proxy card must be received by June 2, 2021. If you are a stockholder of record on the Record Date, you can participate in the Annual Meeting online at www.virtualshareholdermeeting.com/NFLX2021 and vote your shares during the Annual Meeting.

Properly delivered proxies will be voted at the Annual Meeting in accordance with the specifications made. Where no specifications are given, such proxies will be voted “FOR” all nominees, “FOR” proposals Two and Three, and “AGAINST” proposals Four through Six. It is not expected that any matters other than those referred to in this Proxy Statement will be brought before the Annual Meeting. If, however, any matter not described in this Proxy Statement is properly presented for action at the Annual Meeting, the persons named as proxies in the enclosed form of proxy will have authority to vote according to their own discretion.

The required quorum for the transaction of business at the Annual Meeting is the presence via the internet or by proxy of holders of a majority of the stock issued and outstanding and entitled to vote at the Annual Meeting as of the Record Date. Shares that are voted “FOR,” “AGAINST,” “WITHHOLD” or “ABSTAIN,” referred to as the Votes Cast, are treated as being present at the Annual Meeting for purposes of establishing a quorum. An abstention will have the same effect as a vote against proposals Two through Six. Broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business, but such non-votes will not be counted for purposes of determining the number of Votes Cast with respect to any proposal. Thus, a broker non-vote will not affect the outcome of the voting on proposals One through Six. A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner.

If you hold your shares through a broker, bank or other nominee (“street name”) it is critical that you cast your vote if you want it to count in the election of directors (Proposal One of this Proxy Statement), advisory approval of executive officer compensation (Proposal Three of this Proxy Statement), or any of the stockholder proposals (Proposals Four, Five and Six of this Proxy Statement). Thus, if you hold your shares in “street name” and you do not instruct your bank or broker how to vote in the election of directors, no vote will be cast on your behalf on these proposals.

The cost of soliciting proxies will be borne by us. We may reimburse banks and brokers and other persons representing beneficial owners for their reasonable out-of-pocket costs. Our officers, directors and others may solicit proxies, personally or by telephone, facsimile or electronic mail, without additional compensation. If you vote using the internet or by phone, you may incur data or telephone usage charges from internet access providers or phone companies. We will not reimburse those costs.

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STOCKHOLDER PROPOSALS

Stockholder proposals that are intended to be presented at our 2022 Annual Meeting of Stockholders in our proxy materials for such meeting must comply with the requirements of SEC Rule 14a-8 and must be received by our Secretary no later than December 24, 2021 in order to be included in our Proxy Statement and proxy materials relating to our 2022 Annual Meeting of Stockholders.

Stockholder nominations for director that are intended to be presented at our 2022 Annual Meeting of Stockholders in our proxy materials for such meeting must comply with our bylaws and must be received by our Secretary no earlier than November 24, 2021 and no later than December 24, 2021 in order to be considered for inclusion in our Proxy Statement and proxy materials relating to our 2022 Annual Meeting of Stockholders. A stockholder proposal or a nomination for director or any other matter that will not be included in our Proxy Statement and proxy materials, but that a stockholder intends to present via the internet at the meeting, must generally be submitted to our Secretary no earlier than February 7, 2022, and no later than March 9, 2022. Such proposal or nomination must also comply with the requirements set forth in our bylaws. Proposals and nominations should be mailed to: Netflix, Inc., 100 Winchester Circle, Los Gatos, California 95032, Attention: Secretary. Our bylaws have been filed with the SEC and are available at www.sec.gov.

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		2021 PROXY STATEMENT		5

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Netflix 2020 Year in Review

BUSINESS HIGHLIGHTS

In a profoundly challenging year, we were grateful to present TV series, documentaries and feature films in more than 30 languages and 190 countries that resonated so deeply with audiences and earned a record 160 Emmy nominations and 36 Academy Award nominations within the last year. In 2020, we had approximately 204 million paid memberships, and financial highlights for 2020 included achieving approximately $25 billion in annual revenue, representing 24% year-over-year growth, and approximately $4.6 billion in operating income, representing 76% year-over-year growth. Our cash provided by operating activities also improved in 2020. We prioritize creating long-term value for our stockholders demonstrated by our strong stockholder return. As of December 31, 2020, we delivered 67%, 41%, 36% and 36% in annualized total stockholder returns over the prior one-, three-, five- and ten-year periods, respectively, and 40% since our initial public offering in 2002.

EXECUTIVE LEADERSHIP CHANGES

In July 2020, Ted Sarandos was appointed to the Board and promoted to the role of Co-Chief Executive Officer, in addition to his role as Chief Content Officer. Reed Hastings continues to serve as Co-Chief Executive Officer and Chairman of the Board. Mr. Sarandos has served as the Chief Content Officer since 2000, and this promotion formalized the evolution and growth of his duties and responsibilities. Messrs. Hastings and Sarandos have a long history of collaboration and will continue to work closely on corporate strategy and planning and are involved in all aspects of management.

Also in July 2020, Greg Peters was appointed as Chief Operating Officer, in addition to his role as Chief Product Officer, in which he has served since 2017. Mr. Peters has been with Netflix since 2008, holding positions of increasing responsibility, bringing strategic and analytical strength to the executive team. In his role as Chief Operating Officer, Mr. Peters oversees global operations and our team responsible for product – anything a member or non-member touches when they come to our service, ensuring that we stay aligned, productive and able to improve rapidly.

We believe the Co-Chief Executive Officer leadership structure and the addition of the Chief Operating Officer role provide an efficient and effective leadership model to support our future growth.

BOARD COMPOSITION

In 2020, we added two new members to the Board, Ted Sarandos, our Co-Chief Executive Officer and Chief Content Officer, who was appointed to the Board in July 2020 and Strive Masiyiwa, who was appointed to the Board in December 2020. Ambassador Susan Rice resigned from the Board effective January 20, 2021. More information on each Board member can be found in the section titled, “Proposal One: Our Board of Directors—Election of Directors—Who We Are.”

RESPONSE TO COVID-19

The COVID-19 pandemic and precautions to mitigate the spread of the virus significantly impacted the media and entertainment industry, including our business and operations. In an effort to protect the health and safety of our

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employees, our workforce has had, and continues in most instances, to spend a significant amount of time working from home. While we and our partners have resumed productions and related operations in most parts of the world, certain of our productions continue to experience disruption, as do the productions of our third-party content suppliers. As a result, our ability to produce content remains affected by the pandemic. The Board and management team continue to actively monitor the situation and alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our employees, customers, partners and stockholders.

At the onset of the pandemic, most filming stopped globally, with the exception of a few countries. Recognizing the devastating impact on hundreds of thousands of crew and cast members, many of whom are paid hourly wages and work project-to-project, we established a $150 million hardship fund to directly support the hardest hit workers in the creative community. While most of the fund supports members of our own productions, $30 million of the fund will go to third parties and non-profits, providing emergency relief to out-of-work crew and cast across the broader TV and film industry in countries where we have a large production base.

INCLUSION AND DIVERSITY

Our company culture remains an important aspect of our operations. As we have expanded our offices globally, we have also become mindful of cultural differences across and within regions. Fostering a work environment that is culturally diverse, inclusive and equitable is a major focus for us. We employ a team reporting to our VP of Inclusion Strategy who works to build diversity, inclusion and equity into all aspects of our operations globally, with the goal of having diversity and inclusion function as a critical lens through which each Netflix employee carries out their role. We want more people and cultures to see themselves reflected on screen—so it’s important that our employees are diverse like the communities we serve. We strive to increase representation by training our recruiters on how to hire more inclusively, and to help the company and senior leaders diversify their networks.

We published in January 2021 an Inclusion Report on our website that provides a snapshot of representation within the company, how we plan to increase it, and how we cultivate a community of belonging and allyship. We have also published our U.S. Employer Equal Opportunity data (EEO-1 data) reaching back to our 2014 filing.

We also support numerous employee resource groups (ERGs), representing employees and allies from a broad array of historically underrepresented and/or marginalized communities. Our ERGs are important in creating a more inclusive environment for all employees, allowing space to connect on shared experiences, providing mentoring, career development and volunteering opportunities, and to provide the Company with insight into the perspectives, needs and lived experiences of the communities. Each ERG is supported by senior leaders across the Company.

TRANSPARENCY

We are committed to continued stockholder engagement and transparency. In response to input from our stockholders, we began publishing in 2020 an Environmental Social Governance report that covers our ESG performance for the prior year. We use the Sustainability Accounting Standards Board (SASB) reporting framework for the “Internet & Media Services” and “Media & Entertainment” industries. The ESG reports for 2019 and 2020 are available at ir.netflix.net. In addition, we will continue to publish our Inclusion Report and EEO-1 data on our website annually.

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		2021 PROXY STATEMENT		7


		Proposal 1 Our Board of Directors Election of Directors
		THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” RICHARD N. BARTON, RODOLPHE BELMER, BRADFORD L. SMITH AND ANNE M. SWEENEY

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DIRECTORS STANDING FOR ELECTION

Four Class I directors, Richard N. Barton, Rodolphe Belmer, Bradford L. Smith and Anne M. Sweeney, are to be elected at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for Messrs. Barton, Belmer, and Smith and Ms. Sweeney, each of whom is currently a director of the Company. If Mr. Barton, Mr. Belmer, Mr. Smith or Ms. Sweeney is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for a substitute nominee designated by the Board to fill the vacancy. Each of Mr. Barton, Mr. Belmer, Mr. Smith and Ms. Sweeney has agreed to serve as a director of the Company if elected. The term of the office of directors elected at this Annual Meeting will continue until the Annual Meeting of Stockholders held in 2024 or until such director’s successor has been duly elected or appointed and qualified, or until their earlier resignation or removal.


Nominee	Age	Principal Occupation

Richard N. Barton	53	Chief Executive Officer and co-founder of Zillow-Group

Rodolphe Belmer	51	Chief Executive Officer of Eutelsat S.A.

Bradford L. Smith	62	President and Chief Legal Officer of Microsoft

Anne M. Sweeney	63	Former Co-Chair, Disney Media Networks and President, Disney/ABC Television Group

Each nominee has extensive business experience, education and personal skills that qualifies him or her to serve as an effective Board member. The specific experience, qualifications and skills of Messrs. Barton, Belmer, and Smith and Ms. Sweeney are set forth below. The Nominating and Governance Committee evaluates potential candidates for service on the Board.

Required Vote

The four nominees receiving the highest number of affirmative Votes Cast will each be elected as Class I directors.

Netflix Recommendation


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

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		2021 PROXY STATEMENT		9

Who We Are

BOARD OVERVIEW

Our Board is composed of 12 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. By successfully navigating this evolution, our annualized total stockholder return since our initial public offering in 2002 through December 31, 2020 was 40%.

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Board Tenure

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Gender Diversity

Board balances fresh thinking, new perspectives, and emerging skill needs with institutional knowledge and stability

A quarter of directors are women.

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OUR DIRECTORS

Directors standing for election:

RICHARD BARTON

INDEPENDENT DIRECTOR

DIRECTOR SINCE: 2002 CLASS: I AGE: 53

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. 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 until 2018. He has served on many public company boards. Mr. Barton holds a B.S. in general engineering: industrial economics from Stanford University.

Career Snapshot:

• Chief Executive and co-founder of Zillow-Group (since 2010)

• Co-founder and Chairman of GlassDoor (2007-2018)

• Founder and Chief Executive Officer of Expedia (1996-2003)

Other Public Company Boards

• Qurate (formerly Liberty Interactive)

• Zillow Group

• Altimeter Growth Corp.

• Altimeter Growth Corp. 2

RODOLPHE BELMER

INDEPENDENT DIRECTOR

DIRECTOR SINCE: 2018 CLASS: I AGE: 51

COMMITTEES: COMPENSATION

Why this director is valuable to Netflix

As a media executive located in France, Mr. Belmer brings a unique international perspective to the Board. In addition, his media experience and business acumen provide the Board with valuable insight as it expands its global operations.

Also...

Mr. Belmer began his career in the marketing department of Procter & Gamble France before joining McKinsey in 1998. He is a graduate of France’s HEC business school.

Career Snapshot:

• CEO and director of Eutelsat, the leading satellite operator in Europe, the Middle East and Africa (since 2016)

• CEO of Canal + Group (2012-2015); various additional roles since joining in 2001

Other Public Company Boards

• None

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		2021 PROXY STATEMENT		11

BRAD SMITH

INDEPENDENT DIRECTOR

DIRECTOR SINCE: 2015 CLASS: I AGE: 62

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, including privacy, security, accessibility, environmental sustainability and digital inclusion, 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:

• President and Chief Legal Officer of Microsoft (since 2015); he originally joined Microsoft in 1993

• Associate and then Partner, Covington & Burling (1986-1993)

Other Public Company Boards

• None

ANNE SWEENEY

INDEPENDENT DIRECTOR

DIRECTOR SINCE: 2015 CLASS: I AGE: 63

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:

• Co-chair of Disney Media Networks and President of Disney/ABC Television Group (1996-2015)

• Chairman and CEO of FX Networks, part of the Fox Entertainment Group/21^st Century Fox (1993-1996)

Other Public Company Boards

• None

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Directors not standing for election:

REED HASTINGS

CO-CHIEF EXECUTIVE OFFICER AND PRESIDENT OF THE COMPANY, AND CHAIRMAN OF THE BOARD

DIRECTOR AND CHAIRMAN SINCE: 1997 CLASS: III (EXPIRES 2023) AGE: 60
COMMITTEES: NONE

Why this director is valuable to Netflix

Mr. Hastings, as co-founder and Co-Chief Executive Officer, 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 in Swaziland. Mr. Hastings previously served on the board of Facebook, Inc. from 2011-2019.

Career Snapshot:

• Founder, Co-Chief Executive Officer, President and Chairman of Netflix (since 1997)

• Founder, Pure Software (1991) through IPO (1995) and ultimate sale to Rational Software

Other Public Company Boards

• None

JAY C. HOAG

LEAD INDEPENDENT DIRECTOR

DIRECTOR SINCE: 1999 CLASS: III (EXPIRES 2023) AGE: 62

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 on 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 38 years, involved in a large number of technology investments including Altiris (acquired by Symantec), CNET, Expedia, Facebook, Fandango (acquired by Comcast), Intuit, and Sybase. Mr. Hoag is on the Investment Advisory Committee at the University of Michigan, the Board of Trustees of Northwestern University, and the Board of Trust at Vanderbilt University. Previously, Mr. Hoag has served on the board of directors of numerous other public and private companies, including TechTarget, Inc. from 2004-2016. Mr. Hoag holds an M.B.A. from the University of Michigan and a B.A. from Northwestern University.

Career Snapshot:

• Founding General Partner at TCV (Technology Crossover Ventures), a venture capital firm (since 1995)

Other Public Company Boards

• Electronic Arts

• Peloton Interactive

• TCV Acquisition Corp.

• TripAdvisor

• Zillow Group

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		2021 PROXY STATEMENT		13

MATHIAS DÖPFNER

INDEPENDENT DIRECTOR

DIRECTOR SINCE: 2018 CLASS: III (EXPIRES 2023) AGE: 58

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 (2015-2018) and Time Warner Inc. (2006-2018). Additionally, his relationships and honorary offices at entities including the American Academy, the American Jewish Committee and the European Publishers Council 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, Europe’s leading digital publishing house (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)

Other Public Company Boards

• Warner Music Group

TIMOTHY HALEY

INDEPENDENT DIRECTOR

DIRECTOR SINCE: 1998 CLASS: II (EXPIRES 2022) AGE: 66
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 - 1998, and serves on the boards of several private companies. Mr. Haley holds a B.A. from Santa Clara University.

Career Snapshot:

• Managing Director, Redpoint Ventures, a venture capital firm (since 1999)

• Managing Director, Institutional Venture Partners, a venture capital firm (since 1998)

Other Public Company Boards

• 2U, Inc.

• ThredUp

• Zuora

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14

LESLIE KILGORE

DIRECTOR

DIRECTOR SINCE: 2012 (INDEPENDENT SINCE 2015) CLASS: II (EXPIRES 2022) AGE: 55
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 board of LinkedIn Corp., 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)

Other Public Company Boards

• Medallia

• Pinterest

STRIVE MASIYIWA

INDEPENDENT DIRECTOR

DIRECTOR SINCE: 2020 CLASS: II (EXPIRES 2022) AGE: 60

COMMITTEES: NONE

Why this director is valuable to Netflix

As the Chairman and founder of Econet Global, a telecommunications and technology group with operations and investments in 29 countries in Africa and Europe, Mr. Masiyiwa provides a unique international perspective to the Board. In addition, his experience in building businesses across Africa and the world provides the Company with valuable insight as it expands globally.

Also...

Mr. Masiyiwa serves on several international boards including Unilever Plc, National Geographic Society, Asia Society, and the Global Advisory boards of Bank of America, the Council on Foreign Relations (in the US), Stanford University, and the Prince of Wales Trust for Africa, and is a longstanding board member of the United States Holocaust Museum’s Committee on Conscience. A former board member of the Rockefeller Foundation for 15 years, he is Chairman Emeritus of the Alliance for a Green Revolution in Africa (AGRA) and 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)

Other Public Company Boards

• Unilever Plc

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		2021 PROXY STATEMENT		15

ANN MATHER

INDEPENDENT DIRECTOR

DIRECTOR SINCE: 2010 CLASS: II (EXPIRES 2022) AGE: 61

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

SEC Form DEF 14A filed by Netflix, Inc.