Jay Hoag

About Jay C. Hoag

Jay C. Hoag, age 66, has served on Netflix’s board since 1999 and is the Lead Independent Director and Chair of the Nominating and Governance Committee. He is a founding General Partner of TCV with 40+ years of technology investing experience, and holds an MBA from the University of Michigan and a BA from Northwestern University . The Board has determined he is independent under SEC and Nasdaq standards .

Past Roles

External Roles

Board Governance

• Roles: Lead Independent Director; Chair, Nominating and Governance Committee .
• Independence: Board determined Hoag is independent; all members of the Audit, Compensation, and Nominating & Governance committees are independent .
• Lead Independent Director responsibilities: Coordinates independent directors; chairs executive sessions; works with Chair/CEOs on agendas; presides when Chair absent; facilitates communication; other duties as assigned .
• Attendance: Board met 4 times in 2024; Hoag attended 50% of Board meetings and missed 1 of 2 Nominating & Governance Committee meetings (50% attendance) .
• 2025 Annual Meeting outcome: Hoag did not receive a majority of votes cast (For: 71,428,414; Against: 259,865,864; Abstain: 1,024,546) and tendered his resignation per policy; Board rejected the resignation on June 22, 2025 citing prior 97% attendance over five years, ongoing engagement, and commitment to return to historic attendance levels. He continues as Lead Independent Director and Nominating & Governance member .
• Committee refresh in 2025: Ellie Mertz appointed to the Board and Audit Committee; Leslie Kilgore moved to Compensation Committee and became Chair (affects overall committee composition; Hoag remained in his roles) .

Fixed Compensation

• Director Equity Compensation Plan: Monthly stock option grant fully vested on grant; strike price = fair market value; formula = $25,000 / (FMV x 0.40) .
• Total Option Awards (grant-date fair value): $424,426 in 2023; $402,835 in 2024 for Hoag .
• Monthly grant fair values (2024): Jan–Dec values ranged from $32,540 to $34,235 (see table below) .

Performance Compensation

Other Directorships & Interlocks

• Netflix board service limits: Directors (other than co-CEOs) may not serve on more than four other public company boards; Hoag’s three roles are within policy .

Expertise & Qualifications

• Strategic, technology, finance, marketing, and governance experience aligned with Netflix’s long-term strategy .
• Venture capital background; extensive portfolio company oversight; risk management and talent selection expertise .

Equity Ownership

• Hedging policy: Directors and Section 16 officers are prohibited from hedging or derivative transactions in Company equity securities (effective for transactions initiated on/after March 4, 2020) .
• Historical pledge (red flag): Netflix shares held by TCV-related entities (Orange Investor vehicles) were pledged as collateral for a third-party debt facility in prior years; these were fund-level holdings associated with Hoag’s TCV affiliations, with beneficial ownership disclaimed except for pecuniary interest .

Governance Assessment

• Strengths:

  • Deep governance and strategic expertise; long tenure provides institutional memory; independent status .
  • As Lead Independent Director, central role in agenda-setting, executive sessions, and Board-management communications supports effective oversight .
  • Compensation for directors structured as options only (long-term alignment; intrinsic value zero at grant), overseen with external benchmarking by Compensia; no fee inflation or cash guarantees .
  • No Netflix Item 404 related-party transactions disclosed involving Hoag; indemnification agreements standard for directors .

• Weaknesses/RED FLAGS:

  • Failed majority vote in 2025 and 2024 attendance below 75% (Board 50%; missed 1 of 2 Nominating & Governance meetings). Board rejected his resignation citing historic 97% attendance and commitments to improve; nevertheless, the vote and attendance shortfall pose an investor confidence risk and governance optics challenge .
  • Historical pledging of Netflix shares by TCV-related entities (fund-level collateral) raises alignment concerns if not fully unwound; monitor for any ongoing pledging or changes in beneficial structures .

• 2025 shareholder signals:

  • Hoag’s withhold vote stands out versus strong support for other directors, signaling shareholder concerns tied to attendance and/or overboarding perceptions (though within Netflix policy) .
  • Say-on-pay approval (2025) and prior improvement (82.2% in 2024) reflect constructive engagement on executive pay; neutral-to-positive for overall governance backdrop .

• Near-term monitoring:

  • Verify improved attendance in 2025–2026 and continued engagement in executive sessions and committee work .
  • Track any changes in external board load and potential interlocks with Netflix stakeholders.
  • Confirm no ongoing pledging/hedging and continued absence of Item 404 related-party transactions.

Implication for investors: The failed election and 2024 attendance shortfall constitute a material governance red flag for Hoag’s continued leadership as Lead Independent Director, partially mitigated by long-term contribution and Board’s explicit rationale for retention; watch for concrete attendance improvements and proactive shareholder engagement to restore confidence .