Brad Smith
NETFLIXAbout Brad Smith
Brad Smith (age 66) is an independent director of Netflix since 2015 and serves as Vice Chair and President of Microsoft. He brings deep expertise at the intersection of technology and public policy (AI, cybersecurity, privacy, accessibility, sustainability, digital safety) and holds a B.A. (Princeton) and J.D. (Columbia), with additional study in international law/economics in Geneva . He is designated independent by the Board under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Vice Chair and President | 2021–present | Leads external representation and public policy initiatives (AI, cybersecurity, privacy, accessibility, sustainability, digital safety) |
| Covington & Burling | Associate/Partner (law) | 1986–1993 | Technology and public policy legal experience |
External Roles
| Organization | Role | Public Company? | Committee roles |
|---|---|---|---|
| — | — | — | — |
| Note: Other public company boards for Brad Smith: None |
Board Governance
- Committee assignments: Nominating and Governance Committee (member; not chair) .
- Independence: Board determined Smith is independent under SEC and Nasdaq standards .
- Attendance: Board held 4 meetings in 2024; all directors attended ≥75% except Jay Hoag (50%). Smith therefore met the ≥75% threshold . Nominating & Governance Committee met 2 times; all members attended except Hoag, implying Smith attended all N&G meetings .
- Lead Independent Director: Jay C. Hoag; responsibilities include coordinating independent directors and chairing executive sessions .
Fixed Compensation (Director)
| Year | Annual Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $402,835 | $402,835 |
- Netflix’s director program: monthly fully vested stock options; strike = FMV on grant date; grant size = $25,000 / (FMV × 0.40). Grants are on first trading day of each month; directors are not paid cash (except Ambassador Rice in 2024) .
Performance Compensation (Equity mechanics and metrics proxy)
- Directors receive fully vested options whose value depends on future stock performance; no additional performance metrics apply to director equity. 2024 monthly grant fair values applicable to Smith (all directors other than Döpfner & Masiyiwa):
| Grant Date | Fair Value ($) | |---|---:| | 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 |
Policy features relevant to incentives and risk:
- Hedging prohibition for Section 16 officers and directors (since Mar 4, 2020) .
- Company-wide clawback policy compliant with Rule 10D-1 (primarily for performance-based awards and erroneous compensation following a restatement) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Netflix committee interlocks | None; Company discloses no Compensation Committee interlocks or insider participation conflicts in 2024 |
Expertise & Qualifications
- Board skills matrix: Technology; Global Business & Government Relations .
- Bio highlights: Leadership on AI, cybersecurity, privacy, accessibility, sustainability, digital safety; legal and international policy background .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Options Outstanding (12/31/24) |
|---|---|---|---|
| Brad Smith | 37,474 | <1% | 30,709 |
- Ownership/pledging: The security ownership table does not note any pledged shares for Smith; Netflix prohibits hedging by directors .
- Director option structure: options are fully vested upon grant and exercisable at FMV strike price; typical 10-year term (director program description) .
Governance Assessment
Key positives
- Independence and attendance: Smith is classified as independent and met Board attendance thresholds; he attended all Nominating & Governance Committee meetings in 2024 (only Hoag missed one) .
- Alignment: All-equity director pay (monthly options, no cash) tightly links compensation to long-term stock performance; 2024 total director equity value for Smith was ~$403K, consistent with peers on the Netflix board .
- Risk controls: Hedging prohibited; clawback policy in place; robust majority voting, annual elections, and proxy access; no compensation committee interlocks .
Potential conflicts / watchpoints
- Microsoft–Netflix commercial tie: Netflix selected Microsoft as global advertising technology and sales partner for its ad-supported tier (announced July 13, 2022). Smith is Microsoft’s Vice Chair and President; this creates a potential perceived conflict. However, Netflix’s related-party disclosure lists no Item 404 related-party transactions with directors other than a separate employee-family item unrelated to Smith, and the Board still deems him independent under SEC/Nasdaq rules. Governance teams should monitor recusal practices on matters involving Microsoft and the ads business .
Shareholder engagement and say-on-pay context
- The Board reports ongoing investor engagement; say‑on‑pay support improved to 82.2% in 2024 after program changes, indicating constructive responsiveness, which supports overall governance quality though not director-specific .
RED FLAGS
- None disclosed for Smith: no related-party transactions, no low attendance flags, no hedging/pledging noted, and no interlocks reported .
Notes
- Indemnification agreements are in place for all directors (standard for Delaware corporations) .