Ann Mather
NETFLIXAbout Ann Mather
Ann Mather, age 65, has served on Netflix’s Board since 2010 and is an independent director. She chairs the Audit Committee and has been designated the Board’s “audit committee financial expert.” Her background includes Executive Vice President and CFO roles at Pixar and Village Roadshow Pictures, senior finance positions at The Walt Disney Company, and an M.A. from Cambridge University (Honorary Fellow of Sidney Sussex College) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pixar | Executive Vice President & CFO | 1999–2004 | Senior finance leadership at major studio |
| Village Roadshow Pictures | Executive Vice President & CFO | 1999 | Finance leadership |
| The Walt Disney Company | Various executive positions | 1993–1999 | Media and entertainment operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bumble Inc. | Director (current) | Not disclosed | Current public company directorship |
| Dodge & Cox Funds | Independent trustee | Since May 2011 | Mutual fund trustee |
| Alphabet Inc. | Director (prior) | 2005–2023 | Prior public board; tech industry |
| Arista Networks, Inc. | Director (prior) | 2013–2022 | Prior public board |
| Airbnb, Inc. | Director (prior) | 2018–2021 | Prior public board |
| Glu Mobile Inc. | Director (prior) | 2005–2021 | Prior public board |
| Blend Labs, Inc. | Director (prior) | 2019–2024 | Prior public board |
| Shutterfly, Inc. | Director (prior) | 2013–2019 | Prior public board |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee members are Richard Barton, Leslie Kilgore, and Ann Mather (Chair) .
- Financial expert designation: Board determined Ms. Mather is an audit committee financial expert under Item 407(d)(5)(ii) of Regulation S‑K .
- Independence: Board determined Ms. Mather is independent under SEC and Nasdaq standards; all members of Audit, Compensation, and Nominating & Governance Committees are independent .
- Attendance and engagement: Board held 4 meetings in 2024; each Board member attended at least 75% of Board/committee meetings, except Jay Hoag (50%). Audit Committee met 7 times; each Audit member attended all Audit meetings .
- Lead Independent Director: Jay C. Hoag (responsibilities include coordinating independent directors, executive sessions, and agenda input) .
- Director service limits: Netflix guidelines cap directors (other than co‑CEOs) at four other public boards .
Fixed Compensation
| Component | 2024 Details | Notes |
|---|---|---|
| Annual cash retainer | $0 | Netflix pays directors (other than Ambassador Susan Rice) solely in stock options; Rice received $300,000 cash retainer in 2024 |
| Committee membership fees | $0 | Not disclosed/paid; compensation structure unchanged since 2016 |
| Committee chair fees | $0 | Not disclosed/paid |
| Meeting fees | $0 | Not disclosed/paid |
| Equity compensation – Options (annual total) | $402,835 grant-date fair value | Ann Mather’s 2024 option award total; fully vested at grant, strike = fair market value on grant date |
| Grant cadence & formula | Monthly options: $25,000 / (FMV × 0.40) | First trading day of month; fully vested; strike = FMV on grant date |
| Compensation consultant | Compensia advises Board program annually | No changes to Board program since 2016 |
Monthly grant-date fair values applicable to directors (excludes Döpfner and Masiyiwa carryover differences):
| Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec |
|---|---|---|---|---|---|---|---|---|---|---|---|
| $33,945 | $33,755 | $33,819 | $34,235 | $34,066 | $33,936 | $33,644 | $33,558 | $33,729 | $32,642 | $32,966 | $32,540 |
Performance Compensation
| Metric | Weight/Structure | 2024 Outcome |
|---|---|---|
| None for directors | Netflix director pay uses fully vested monthly stock options; no performance metrics disclosed for director equity | Not applicable |
Other Directorships & Interlocks
- Current public boards: Bumble Inc. .
- Prior public boards: Alphabet (2005–2023), Arista Networks (2013–2022), Airbnb (2018–2021), Glu Mobile (2005–2021), Blend Labs (2019–2024), Shutterfly (2013–2019) .
- Committee interlocks: Netflix discloses no Compensation Committee interlocks or insider participation; no executive officer serves on another company’s board/comp committee where a Netflix exec serves, and vice versa .
- Related party transactions: Netflix has a policy requiring Audit Committee review/approval of related party transactions; a 2024 related-party disclosure involved compensation to the CEO’s daughter in content production, not related to Mather .
Expertise & Qualifications
- Audit/Finance: 20+ years financial/accounting expertise; Audit Chair; audit committee financial expert .
- Media/Entertainment: Executive experience at Pixar, Disney; Board skills matrix lists Entertainment & Media .
- Finance & Accounting: Listed in Board skills matrix under Finance & Accounting .
- Global business & policy perspective: Listed in Board skills under Global Business & Government Relations .
- Education: M.A. from Cambridge University; Honorary Fellow of Sidney Sussex College .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership (Apr 7, 2025) | 14,093 shares | Less than 1% of outstanding shares |
| Composition of beneficial ownership | Includes options to purchase 14,093 shares | Beneficial total equals exercisable options within 60 days; no outright common shares disclosed |
| Options outstanding (Dec 31, 2024) | 16,509 options | Aggregate outstanding awards |
| Shares pledged as collateral | Not disclosed | No pledge disclosures specific to Mather – |
| Hedging policy | Hedging of Company equity prohibited for directors (effective Mar 4, 2020, applies to Company-granted/held shares) | Insider Trading Policy prohibition on hedging/derivatives |
| Director ownership guidelines | Not disclosed | Stock ownership guidelines disclosed for executive officers, not directors |
Governance Assessment
- Board effectiveness: As Audit Committee Chair and designated financial expert, Mather anchors financial oversight; Audit Committee met 7 times and all members (including Mather) attended all sessions in 2024, indicating strong committee engagement .
- Independence and workload: She is independent and serves on one current public board (Bumble) in addition to Netflix, within Netflix’s guideline limiting directors (other than co‑CEOs) to four other boards, reducing overboarding risk .
- Compensation alignment: Director pay is entirely in stock options, fully vested monthly with strike at grant-date FMV; 2024 option compensation for Mather totaled $402,835, aligning compensation with long-term value creation (options have zero intrinsic value at grant) .
- Ownership alignment signal: Her reported beneficial ownership consists of exercisable options (14,093), with no outright common shares disclosed, which may indicate lower immediate “skin-in-the-game” via owned stock versus options; percent ownership is <1% .
- Conflicts/related parties: No related-party transactions disclosed involving Mather; Netflix’s policy mandates Audit Committee review of related-party transactions; Compensation Committee interlocks none .
Additional governance signals: 2024 say-on-pay approval improved to 82.2% after program changes (context for Board responsiveness to investor feedback) . Executive hedging is prohibited, and clawback policies are in place for performance-based awards, supporting alignment and risk mitigation at the company level .