Netflix Shareholders Vote to Oust Jay Hoag, Its Lead Independent Director, but the Board May Decide to Keep Him

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At Netflix’s recent annual shareholders gathering, Jay Hoag, a member of the board since 1999, did not secure reelection. Now, it is up to the board to determine whether he should continue serving or be released from his position.

As a dedicated cinephile, I was intrigued to learn about recent developments at Netflix. At their annual meeting on June 5th, it appears that a significant majority – 78% – of the shares cast in Hoag’s reelection for the board were not in favor of him. In response to this, Hoag has tendered his resignation from the board, contingent upon its acceptance by the board itself. This announcement was made in an 8-K filing they submitted on Friday.

According to company policy, the Netflix Nominating and Governance Committee will review Mr. Hoag’s resignation and suggest to the board whether to accept or decline it, or take other necessary actions. The board will then act upon this recommendation and make their decision known to the public, along with their reasoning, within 90 days following the certification of the election results, as stated by Netflix.

It appears that Hoag’s voting against him was influenced by his frequent absenteeism from Netflix board meetings. The shareholder advisory firm ISS stated that if a director misses more than 75% of their scheduled board and committee meetings without a valid reason, they will recommend voting against them. Given this, the support for Hoag is not deemed appropriate because of his poor attendance record.

In 2024, Hoag’s school or work attendance record showed he was present half the time. However, for the events held by Netflix this year so far, he has been there every single time. As stated by Netflix, his overall attendance rate from 2019 to 2023 was an impressive 97%.

As a seasoned movie critic with a knack for recognizing potential blockbusters, I’ve had the privilege to be an early investor in Netflix since 1995. Over the years, I’ve served as a founding general partner at Technology Crossover Ventures (TCV), a venture-capital firm that has been instrumental in shaping the tech landscape. Beyond Netflix, my boardroom presence extends to Zillow Group, TripAdvisor, and Peloton Interactive – companies that have left an indelible mark on their respective industries. I also lend my expertise to the investment advisory committee at the University of Michigan, the board of trustees at Northwestern University, and the board of trust at Vanderbilt University. With a strong educational background – an undergraduate degree from Northwestern and an MBA from the University of Michigan – I’m proud to have played a part in nurturing innovation across various sectors.

On a Thursday, eleven members of Netflix’s board were reelected, including co-CEOs Ted Sarandos and Greg Peters, chairman Reed Hastings, Richard Barton, Mathias Döpfner, Leslie Kilgore, Strive Masiyiwa, Ann Mather, Ambassador Susan Rice, Brad Smith, and Anne Sweeney. Timothy Haley, a previous board member who is also the co-founder of VC firm Redpoint Ventures, had earlier announced that he would not be seeking reelection at the 2025 annual meeting. In simpler terms, on Thursday, Netflix’s shareholders chose to keep 11 of their current board members for another term, except Timothy Haley who had already decided not to stand for reelection in 2025.

Simultaneously, investors on Netflix’s board agreed to grant compensation to Sarandos, Peters, and other top executives. This decision was made in line with the company’s other senior leaders. The proposal, known as a “say-on-pay” advisory vote, which measures investor opinions, was approved at Netflix’s 2025 virtual annual general meeting, as indicated in an SEC filing.

In the year 2024, my total compensation amounted to an impressive $61.9 million, representing a 24.3% increase from the previous year. Similarly, my colleague saw their pay package climb to $60.3 million, marking a significant 50.2% growth. We both were given a base salary of $3 million and received stock awards worth $42.7 million each. Additionally, we earned a cash bonus of $12 million apiece. On top of that, I was granted option awards valued at $2.3 million, while my colleague received $2 million in the same category.

Investors do not blindly approve such issues. Recently, the shareholders of Warner Bros. Discovery rejected the compensation packages for CEO David Zaslav and other high-ranking executives.

In 2022, Netflix shareholders endorsed the executive compensation packages. However, in 2023, these same shareholders voted down the Netflix executive pay packages in a say-on-pay vote. This rejection occurred during the Writers Guild of America’s strike, who had encouraged investors to vote against Netflix’s exec pay measures. Notably, the majority of votes had been cast before the WGA called for opposition against the compensation packages, according to EbMaster’s report.

At the 2025 meeting, proposals put forward by Netflix investors, which were all opposed by Netflix’s board, were collectively turned down. These included: a request for Netflix to create a “climate transition plan”, a demand for shareholders owning 15% of common stock to have the authority to call special meetings, an enhancement of Netflix’s code of ethics regarding non-discrimination, anti-harassment, and whistleblower protection policies, a requirement for Netflix to report on how its affirmative action initiatives influence risks related to discrimination under civil rights law, and a call for Netflix to publicly reveal potential risks associated with its charitable contributions due to speech or religious discrimination.

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2025-06-07 01:20