Richard Barton
NETFLIXAbout Richard Barton
Richard Barton is an independent director of Netflix, Inc., serving on the Board since 2002. He is co-Executive Chairman and co-founder of Zillow Group; previously founder and CEO of Expedia and co-founder and Chairman of Glassdoor. He holds a B.S. in general engineering: industrial economics from Stanford University and is 57 years old . The Board has determined he is independent under SEC and Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zillow Group | Co-Executive Chairman; Co-founder and CEO | Co-Executive Chairman since 2024; CEO 2005–2011 and 2019–2024 | Leadership and operational experience; strategic and technical insight |
| Glassdoor | Co-founder and Chairman | 2007–2018 | Consumer internet marketing expertise |
| Expedia | Founder and CEO | 1996–2003 | Product and consumer marketing via internet |
| Benchmark | Venture Partner | 2005–2018 | Early-stage tech investing (Twitter, Instagram, Uber, Zillow) |
External Roles
| Company/Institution | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Zillow Group, Inc. | Director; Co-Executive Chairman | Public | Current | Also on Netflix Board; Board interlock exists with Jay C. Hoag (also on Zillow Board) |
| Qurate Retail, Inc. | Director | Public | Current | Formerly Liberty Interactive Corporation |
| Altimeter Growth Corp | Director | Public (SPAC) | 2020–2021 | Prior public board service |
| Altimeter Growth Corp 2 | Director | Public (SPAC) | 2021–2022 | Prior public board service |
Board Governance
- Committee assignments: Audit Committee member (Audit Committee chaired by Ann Mather; other members Leslie Kilgore and Richard Barton; all independent) .
- Independence: Board determined Barton and all committee members are independent under SEC and Nasdaq standards .
- Attendance: The Board met 4 times in 2024; each Board member attended at least 75% of aggregate Board and committee meetings except Jay Hoag (50%). Audit Committee met 7 times, and each member attended all Audit Committee meetings in 2024, indicating Barton’s full Audit engagement .
- Board leadership: Jay C. Hoag serves as Lead Independent Director with defined responsibilities (executive sessions, agenda input, coordination), supporting independent oversight .
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Cash Retainer | $0 | Netflix did not pay cash to directors other than Ambassador Susan Rice ($300,000) in 2024 . |
| Meeting/Committee Fees | $0 | No per-meeting fees disclosed; directors may be reimbursed for reasonable expenses . |
| Committee Chair Fees | $0 | Not applicable to Barton (not a chair) . |
Performance Compensation
- Equity structure: Monthly fully vested stock options granted under Director Equity Compensation Plan; grant date = first trading day of the month; strike price = fair market value; options are fully vested upon grant (at-risk value at grant is zero) .
- Grant formula: $25,000 / ([fair market value on date of grant] × 0.40) determines number of options per month .
2024 monthly option grant fair values
| Grant Month (2024) | Grant Date | Fair Value ($) |
|---|---|---|
| January | 1/2/2024 | 33,945 |
| February | 2/1/2024 | 33,755 |
| March | 3/1/2024 | 33,819 |
| April | 4/1/2024 | 34,235 |
| May | 5/1/2024 | 34,066 |
| June | 6/3/2024 | 33,936 |
| July | 7/1/2024 | 33,644 |
| August | 8/1/2024 | 33,558 |
| September | 9/3/2024 | 33,729 |
| October | 10/1/2024 | 32,642 |
| November | 11/1/2024 | 32,966 |
| December | 12/2/2024 | 32,540 |
Director compensation summary (2024)
| Name | Fees Earned/Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Richard N. Barton | — | 402,835 | 402,835 |
Option holdings (year-end 2024)
| Holder | Aggregate Options Outstanding (#) | Note |
|---|---|---|
| Richard N. Barton | 20,191 | Director options fully vested upon grant; options exercisable at grant strike . |
Other Directorships & Interlocks
| Counterparty | Nature of Interlock | Governance Consideration |
|---|---|---|
| Zillow Group | Barton and Jay C. Hoag both serve on Zillow’s board | Information flow potential; no competitive conflict with Netflix disclosed. Netflix policy caps other public boards at ≤4 for directors (Barton within limit) . |
| Qurate Retail | Barton serves on board | No Netflix-related transactions disclosed. |
Expertise & Qualifications
- Skills matrix badges: Leadership, Strategy, Finance & Accounting, Entertainment & Media, Technology, Marketing .
- Education: B.S. in general engineering: industrial economics, Stanford University .
- Consumer internet and product marketing expertise from Expedia/Glassdoor/Zillow .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of April 7, 2025) | 14,419 shares; less than 1% of outstanding |
| Options included in beneficial ownership | 14,093 options (exercisable within 60 days) |
| Additional holdings | 80 shares via Barton Ventures II, LLC; Barton is sole managing member and disclaims beneficial ownership except to the extent of his pecuniary interest |
| Aggregate options outstanding (12/31/2024) | 20,191 |
| Hedging/Pledging | Netflix Insider Trading Policy prohibits directors from engaging in hedging or derivatives transactions in Company equity securities (policy applies to directors; adopted March 4, 2020) . |
Governance Assessment
- Board effectiveness: Barton’s deep consumer internet operating background and audit committee service add financial acumen and tech-product perspective to Netflix’s oversight during scale-up of ads, live, and games .
- Independence and attendance: Independent under SEC/Nasdaq; attended all Audit Committee meetings (committee met 7 times), signaling strong committee engagement; Board-wide attendance ≥75% (except Hoag) .
- Compensation alignment: Director pay is fully equity via monthly options with zero intrinsic value at grant, aligning compensation with long-term shareholder value creation; Barton’s 2024 option grant value totaled $402,835 .
- Ownership alignment: Barton holds 14,419 shares including 14,093 exercisable options; small percent of shares outstanding; hedging is prohibited, supporting alignment; no pledging disclosed .
- Conflicts/related party: No Item 404 related party transactions disclosed involving Barton; procedures require Audit Committee review of any such transactions; Sarandos family employment was disclosed separately, with Audit oversight process in place .
- Network interlocks: Shared Zillow board service with Lead Independent Director Jay Hoag—information flow potential but no competitive conflict noted; directors subject to limits on outside boards, which Barton appears to meet .
Red flags: None disclosed for Barton regarding related-party transactions, hedging/pledging, attendance shortfalls, or compensation anomalies; overall say-on-pay support improved to 82.2% (signals responsiveness and governance credibility, though focused on executives) .