David Hyman
NETFLIXAbout David Hyman
David Hyman, 59, is Chief Legal Officer and Secretary at Netflix, responsible for all legal matters since 2002. He holds a JD and BA from the University of Virginia and previously practiced at Morrison & Foerster (San Francisco) and Arent Fox (Washington, DC), and served as General Counsel at Webvan, an online internet retailer . During 2024, Netflix delivered ~16% revenue growth to ~$39B with operating margin expanding to 27% and operating income surpassing $10B; FX-neutral revenue was certified at $38.72B and FX-neutral operating margin at 26.41%, driving a 200% payout on the 2024 executive bonus and 200% vesting for the first PSU tranche based on 98th-percentile relative TSR, indicating strong pay-for-performance linkage during Hyman’s tenure as an NEO .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Webvan | General Counsel | Not disclosed | General Counsel of Webvan, an online internet retailer |
| Morrison & Foerster | Attorney | Not disclosed | Practiced law in San Francisco |
| Arent Fox | Attorney | Not disclosed | Practiced law in Washington, DC |
External Roles
- No external public company board roles or committee positions disclosed for Hyman in the proxy .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 6,000,000 | 4,000,000 | 1,500,000 |
| All other compensation ($) | 12,971 | 16,044 | 15,647 |
Notes:
- Base salaries reset in 2024 to $1.5M for non-CEO NEOs; cash salary was reduced ~63% for Hyman from 2023 to 2024 as part of the compensation redesign .
Performance Compensation
2024 Annual Performance-Based Cash Bonus
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| F/X Neutral Revenue | 35% | Not disclosed | $38.72B | 200% of target | Paid in two installments: 45% mid-2024; remainder post-certification |
| F/X Neutral Operating Margin | 65% | Not disclosed | 26.41% | 200% of target | Paid in two installments: 45% mid-2024; remainder post-certification |
Hyman’s 2024 bonus target was 200% of base salary, and actual bonus paid was $6,000,000 (reflecting 200% payout) .
2024 Long-Term Equity Incentive Awards
| Award Type | Grant date | Target value ($) | Shares/units | Grant-date fair value ($) | Performance metric | Vesting schedule |
|---|---|---|---|---|---|---|
| RSU | 1/25/2024 | 3,250,000 | 6,524 | 3,666,488 | N/A | Quarterly over 3 years beginning 2/3/2024 |
| PSU | 1/25/2024 | 3,250,000 | Target 6,524; Threshold 3,262; Max 13,048 | 5,289,109 | Relative TSR vs S&P 500 (target at 55th percentile); first tranche earned 200% on 98th-percentile TSR for 2024 | Three tranches: performance periods ending 12/31/2024, 12/31/2025, 12/31/2026 |
2024 Option Awards (legacy 2023 program)
| Grant date | Options (#) | Exercise price ($/share) | Grant-date fair value ($) | Vesting | Expiration |
|---|---|---|---|---|---|
| 1/2/2024 | 3,113 | 468.50 | 788,598 | Vested upon grant for Non-CEO NEOs | 1/2/2034 |
Multi-Year NEO Compensation (Hyman)
| Year | Salary ($) | Stock awards ($) | Option awards ($) | Non-equity incentive plan comp ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 6,000,000 | 0 | 7,237,681 | 0 | 12,971 | 13,250,652 |
| 2023 | 4,000,000 | 0 | 9,664,029 | 0 | 16,044 | 13,680,073 |
| 2024 | 1,500,000 | 8,955,597 | 788,598 | 6,000,000 | 15,647 | 17,259,842 |
Program design notes:
- 2024 introduced PSUs and RSUs (50/50) in place of stock options, expanded annual bonus participation to all NEOs, adopted double-trigger CIC severance, and instituted stock ownership guidelines for executive officers .
Equity Ownership & Alignment
| Ownership element | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 98,131 | Less than 1% of outstanding shares (“*”) |
| Options currently exercisable (included in beneficial ownership disclosure) | 65,674 | As of April 7, 2025 |
| RSUs vesting within 60 days | 847 | As of April 7, 2025 |
| RSUs unvested (12/31/2024) | 4,350 | Quarterly vest over 3 years |
| PSUs outstanding/unearned (12/31/2024) | 8,700 (shown at maximum tracking as of year-end) | First tranche vested at 200% on 12/31/2024 based on relative TSR |
Additional alignment policies:
- Hedging prohibition for Section 16 officers and directors; no pledging by Hyman is disclosed in the proxy .
- Stock ownership guidelines adopted in 2024: 3x base salary in shares for executive officers, to be met within five years of adoption .
- Clawback policy for performance-based equity and to comply with Exchange Act Rule 10D-1/Nasdaq standards .
2024 Insider Exercises & Vesting (Liquidity Signals)
| Activity | Shares | Value realized ($) |
|---|---|---|
| Options exercised | 92,547 | 38,790,455 |
| Stock awards vested (RSU/PSU) | 6,522 | 5,231,672 |
Employment Terms
| Scenario | Cash severance | Pro-rata bonus | Benefits (lump sum for 24 months) | Equity acceleration |
|---|---|---|---|---|
| Non-CIC involuntary termination | $11,000,000 | $0 (2024 bonus fully earned by year-end) | N/A | RSUs: $303,715; PSUs: $3,236,045 (pro-rata based on actual performance) |
| CIC involuntary termination (double-trigger) | $9,000,000 (2x base + target bonus) | $0 (2024 bonus fully earned) | $61,879 | RSUs: $3,877,242 (full acceleration); PSUs: $7,754,484 (greater of target/actual) |
| Death/Disability | N/A | N/A | N/A | RSUs: $3,877,242; PSUs: $7,754,484 (actual performance) |
| Change in control (awards assumed) | N/A | N/A | N/A | PSUs convert to RSUs at greater of target/actual, with a pro‑rata portion vesting immediately; estimated $3,236,045 |
Severance plan overview:
- Effective 1/1/2024, Executive Officer Severance Plan covers Hyman; outside CIC, lump sum equals base salary + target bonus + target annual LTI; during CIC protection (3 months pre to 24 months post), double-trigger pays 2x base + 2x target bonus plus 24 months benefits, with defined equity accelerations .
Compensation Structure Analysis
- 2024 changes increased variable, performance-based equity (PSUs/RSUs) and tied annual bonuses to FX-neutral revenue and margin, improving pay-for-performance alignment and reducing guaranteed cash; say‑on‑pay support rose to 82.2% in 2024 vs 2023 .
- Shift from monthly fully‑vested options to longer vesting RSUs/PSUs reduces near-term selling pressure and strengthens retention incentives; first PSU tranche earned 200% on 98th‑percentile relative TSR, directly rewarding shareholder value creation .
- Adoption of double‑trigger CIC protection and ownership guidelines (3x salary in shares) aligns governance with peers and shareholder expectations; formal clawback and hedging prohibitions reinforce alignment .
- Compensation peer group updated (e.g., adds Fox and ServiceNow; removes Activision/DISH) and not tied to a fixed percentile, indicating tailored “top of market” pay philosophy .
Investment Implications
- Alignment: Hyman’s incentives are tightly linked to FX-neutral margin/revenue and multi-year relative TSR, with 2024 bonus (200%) and PSU vesting (200% first tranche) reflecting strong performance; governance guardrails (clawback, hedging ban, ownership guidelines) reduce misalignment risk .
- Retention risk: RSUs vest quarterly through 2026 and PSUs through 2026, while CIC protections are double‑trigger; severance values of $14.54M (non‑CIC) and $20.69M (CIC) suggest robust retention economics but not excessive golden parachutes .
- Trading signals: Significant 2024 option exercises ($38.79M value realized on 92,547 shares) and ~$5.23M stock vestings indicate material liquidity events; continued RSU/PSU vesting cadence could moderate future selling pressure versus prior monthly option program .
- Performance context: 2024 revenue ~$39B, operating margin 27%, and operating income >$10B underpin payout outcomes; pay-versus-performance shows Netflix TSR outperformance (value of $100 rising to 275.46 vs peer 158.48 in 2024), supporting the equity-heavy design .