Ellie Mertz

About Ellie Mertz

Ellie Mertz is Chief Financial Officer at Airbnb and a non-employee director of Netflix, appointed effective June 22, 2025 for a term expiring at the 2026 annual meeting; she serves on Netflix’s Audit Committee . She previously worked at Netflix from 2006–2013 in various finance roles, including Vice President of Finance, and later led strategic finance, analytics, and investor relations at Airbnb before becoming CFO in March 2024 . Mertz currently serves on the boards of DoorDash, Inc. and Faire Wholesale, Inc., and holds degrees from Stanford (BA, MA), Columbia (MIA), and Stanford GSB (MBA) .

Past Roles

External Roles

Board Governance

• Appointment and Committees: Mertz was appointed to Netflix’s Board on June 22, 2025 and to the Audit Committee; concurrently, Leslie Kilgore moved to the Compensation Committee and became its chair .
• Term and Status: Her term runs until the 2026 annual meeting, or earlier resignation/removal; as a non-employee director, she participates in Netflix’s Director Equity Compensation Plan .
• Indemnification: Netflix will enter into its standard indemnification agreement with Mertz requiring indemnification to the fullest extent permitted by Delaware law .
• Related-party transactions: None between Netflix and Mertz requiring disclosure under Item 404(a) of Regulation S‑K .
• Board structure and independence context: As of the 2025 proxy, all members of the Audit, Compensation, and Nominating & Governance Committees were independent under SEC and Nasdaq standards (list predates Mertz’s appointment) .
• Board activity reference: In 2024, the Board met 4 times; the Audit Committee met 7 times, Compensation 4, Nominating & Governance 2; one director (Hoag) attended less than 75% of meetings in 2024 .

Fixed Compensation

Performance Compensation

• Structure: Monthly non-qualified stock option grants under the Director Equity Compensation Plan; formula $25,000 / (Fair Market Value on grant date × 0.40); fully vested at grant; strike price equals closing price on grant date; grants occur first trading day of each month .
• Performance metrics: Netflix does not tie director compensation to operating or market metrics; director options are formulaic and fully vested at grant (no PSUs for directors). Confirmed absence of director performance metrics beyond the formula .

| Month (2025) | Grant Date | Award Type | Options Granted (#) | Exercise Price ($) | Vesting | |---|---|---:|---:|---| | July | 2025-07-01 | Non-Qualified Stock Option | 48 [tmp] | 1,293.60 [tmp] | Fully vested upon grant | | August | 2025-08-01 | Non-Qualified Stock Option | 54 [tmp] | 1,158.60 [tmp] | Fully vested upon grant | | September | 2025-09-02 | Non-Qualified Stock Option | 51 [tmp] | 1,214.11 [tmp] | Fully vested upon grant | | October | 2025-10-01 | Non-Qualified Stock Option | 54 [tmp] | 1,170.90 [tmp] | Fully vested upon grant | | November | 2025-11-03 | Non-Qualified Stock Option | 56 [tmp] | 1,100.09 [tmp] | Fully vested upon grant |

Note: Grant details drawn from Form 4 filings for “Mertz Elinor” at NFLX .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and accounting leadership as CFO and former VP Finance; relevant for Audit Committee oversight .
• Education: Stanford BA (Science, Technology & Society) and MA (History); Columbia MIA; Stanford GSB MBA .
• Prior Netflix tenure provides domain familiarity with company operations and culture .

Equity Ownership

• Vested vs unvested: Director options are fully vested upon grant under the plan; RSUs/PSUs are not part of director compensation .
• Hedging/Pledging: Netflix’s Insider Trading Policy prohibits directors from hedging or derivative transactions in Company equity (forward contracts, swaps, collars, options, exchange funds) . No pledging disclosures specific to directors were noted in the proxy .
• Ownership guidelines: Netflix adopted stock ownership guidelines for Executive Officers (6x salary for co‑CEOs, 3x for others) in 2024; director-specific ownership guidelines are not described in the 2025 proxy .

Insider Trades (2025)

Source: Insider-trades skill fetch of Form 3 and Form 4 filings for “Mertz Elinor” at NFLX [tmp].

Governance Assessment

• Alignment positives: Audit Committee placement leverages deep finance leadership experience (Airbnb CFO; former Netflix finance VP), enhancing financial oversight capacity . Director compensation is equity-only via monthly options, creating direct alignment with shareholder value; no cash retainers or meeting fees for non-employee directors . No related-party transactions involving Mertz require disclosure, reducing conflict risk .
• Board policy compliance: Netflix limits non-CEO directors to service on ≤4 other public company boards; Mertz’s disclosed other boards (DoorDash, Faire) fit within this limit .
• Risk indicators: Netflix’s policy prohibits director hedging, mitigating misalignment risk . Options are fully vested at grant; while formulaic, they lack performance conditions—investors may watch for exercise/hold behavior over time .
• Shareholder sentiment context: Netflix’s 2024 say‑on‑pay approval improved to 82.2%, reflecting investor support for compensation program changes; Board remains engaged on governance topics, including AI and climate disclosures .
• RED FLAGS: None identified specific to Mertz—no Item 404 related-party transactions; recent prior employment at Netflix ended in 2013, outside typical independence lookback windows; Audit Committee appointment signals expected independence under Nasdaq rules (committee members are required to be independent) .

Additional references: Netflix press release announcing Mertz’s appointment and Audit Committee role and SEC Exhibit 99.1 .