Mathias Döpfner
NETFLIXAbout Mathias Döpfner
Mathias Döpfner (age 62) is an independent director of Netflix, Inc., serving since 2018. He is Chairman and CEO of Axel Springer SE (publisher of POLITICO, Business Insider, BILD, WELT), with deep media and digital transformation experience; he studied Musicology, German and Theatrical Arts in Frankfurt and Boston and served as a visiting professor at the University of Cambridge (St. John’s College) in 2010 . Netflix identifies him as bringing international perspective, media expertise and business acumen to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axel Springer SE | Chairman and CEO | Since 2002 | Led digital transformation and revenue growth from digital activities |
| Axel Springer SE | Management Board member | Since 2000 | Senior leadership; strategic oversight |
| Die Welt | Editor-in-Chief | 1998–2000 | Editorial leadership |
| University of Cambridge, St. John’s College | Visiting Professor in media | 2010 | Academic engagement in media |
External Roles
| Organization | Role/Connection | Tenure/Status | Notes |
|---|---|---|---|
| American Jewish Committee | Honorary/relationships | Ongoing (not dated) | Provides insight into international media and policy |
| Bilderberg Conference | Steering committee | Ongoing (not dated) | Global networks; perspective on geopolitics |
| Warner Music Group Corp. | Director | Current | Other public company directorship |
| Vodafone Group plc | Director | 2015–2018 | Prior public company board |
| Time Warner Inc. | Director | 2006–2018 | Prior public company board |
Board Governance
- Committee memberships: Compensation Committee member; Compensation Committee consisted of Döpfner, Haley (Chair), and Sweeney; all independent; the committee met four times in 2024 and all members attended all meetings .
- Independence: Board determined Döpfner and all directors serving on key committees are independent under SEC and Nasdaq listing standards .
- Attendance: The Board met four times in 2024; each director attended at least 75% of Board and committee meetings, except Jay Hoag (50%); Döpfner attended all Compensation Committee meetings .
- Years of service: Director since 2018 .
- Lead Independent Director and executive sessions: Jay C. Hoag serves as Lead Independent Director, coordinating independent director activities and chairing executive sessions .
- Board size and election: Netflix completed declassification; annual elections beginning with 2025, majority voting in uncontested elections .
- Director service limits: Directors (other than co-CEOs) may not serve on more than four other public company boards; co-CEOs limited to two .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | — | Netflix directors (other than Ambassador Rice) receive no cash, but are reimbursed for reasonable meeting expenses |
| Option awards (grant date fair value) | 402,582 | Monthly grants under Director Equity Compensation Plan |
| Total | 402,582 | Sum of components above |
- Structure: Monthly stock options, fully vested upon grant, exercisable at strike price equal to fair market value on the grant date; formula: $25,000 ÷ (fair market value × 0.40). No changes to Board compensation program since 2016; Compensia advises the Board annually on director compensation .
2024 monthly option grant fair values (Döpfner):
| Metric | Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Grant Fair Value ($) | 33,692 | 33,755 | 33,819 | 34,235 | 34,066 | 33,936 | 33,644 | 33,558 | 33,729 | 32,642 | 32,966 | 32,540 |
Performance Compensation
| Element | Performance Metric | Target/Weighting | 2024 Outcome |
|---|---|---|---|
| Director option grants | None disclosed (options fully vested at grant; no performance conditions) | N/A | N/A |
- Directors are compensated with fully vested monthly options; there are no disclosed director-specific performance metrics, PSUs, or RSUs for non-employee directors (Ambassador Rice moved from cash retainer to stock options beginning Feb 2025) .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| Warner Music Group Corp. | Director | Current | No compensation committee interlocks or insider participation disclosed for Netflix’s Compensation Committee in 2024; no Item 404 relationship for Döpfner |
| Vodafone Group plc | Director | 2015–2018 | Prior board service |
| Time Warner Inc. | Director | 2006–2018 | Prior board service |
- Netflix states that none of its executive officers serve on boards or compensation committees of companies with interlocks to Netflix’s Board/Compensation Committee; Döpfner had no relationships requiring Item 404 disclosure in 2024 .
Expertise & Qualifications
- Leadership, Strategy, Finance & Accounting: Identified Board skills include Döpfner in Leadership and Strategy; Finance & Accounting expertise also marked .
- Entertainment & Media; Global Business & Government Relations: Döpfner listed under Entertainment & Media and Global Business & Government Relations .
- International perspective and digital transformation track record cited in his biography .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership | 12,246 shares; less than 1% of outstanding shares |
| Options exercisable (beneficial ownership inclusion) | Includes options to purchase 12,221 shares of common stock |
| Aggregate option awards outstanding (as of 12/31/2024) | 11,955 |
| Hedging policy | Netflix prohibits directors and Section 16 officers from initiating hedging/derivative transactions in Company equity securities (policy applies to transactions initiated on or after March 4, 2020) |
| Stock ownership guidelines | Adopted for Executive Officers only in 2024 (6x base salary for co-CEOs; 3x for others); no director ownership guideline disclosed |
Governance Assessment
- Board effectiveness and independence: Döpfner is an independent director with relevant media, strategy, and global governance skills, serving on the Compensation Committee that met four times with full member attendance in 2024 .
- Compensation alignment for directors: Options-only compensation (no cash) is intended to align director pay with long-term shareholder value creation; grants are fully vested at grant and struck at fair market value; Board compensation structure unchanged since 2016 and benchmarked by Compensia .
- Engagement and attendance: Directors participated in ~50% of shareholder engagement meetings; Döpfner met attendance requirements (Board members ≥75% except Hoag); this supports perceived Board engagement and oversight quality .
- Conflicts and related-party exposure: No Item 404 related-party transactions disclosed for Döpfner; Compensation Committee disclosed no interlocks or insider participation; Netflix has policies and processes for related party transactions review by the Audit Committee .
- RED FLAGS: None disclosed specific to Döpfner. Potential overlap from external roles (Axel Springer CEO; WMG director) could theoretically touch content/music licensing ecosystems; however, Netflix discloses no related-party transactions or conflicts involving Döpfner in 2024 .
- Board governance practices: Majority voting in uncontested elections, annual elections post-declassification (2025), proxy access, special meeting right (20% net-long for ≥1 year), and lead independent director structure support investor confidence .
Overall, Döpfner’s independence, Compensation Committee service, and options-only director pay structure indicate alignment with shareholder interests; absence of disclosed conflicts or interlocks and strong attendance reduce governance risk .