Strive Masiyiwa
NETFLIXAbout Strive Masiyiwa
Strive Masiyiwa (age 64) has served as an independent director of Netflix since 2020. He is the Founder and Executive Chairman of Econet Global and holds a BSc in Electrical and Electronic Engineering from the University of Wales, with multiple honorary doctorates (Morehouse College, Yale University, Nelson Mandela University, Cardiff University). His international telecom/technology leadership and global advisory engagements give Netflix a unique global perspective as it expands worldwide .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Econet Global | Founder & Executive Chairman | 1993–Present | Built telecom/technology operations across Africa/LatAm/Europe/Israel; provides global expansion insight |
| African Union | Special Envoy to Africa’s COVID response | Prior | Pan-African policy coordination and crisis management experience |
| Rockefeller Foundation | Board member | Prior (15 years) | Global development governance; philanthropic strategy experience |
| Alliance for a Green Revolution in Africa (AGRA) | Chairman Emeritus | Prior | Agricultural and sustainability oversight in Africa |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Geographic Society | Board member | Current | Non-profit governance |
| Bank of America | Global Advisory Board member | Current | Policy/strategy advisory (not a public company board) |
| Stanford University | Global Advisory Board member | Current | Academic advisory |
| Prince of Wales Trust for Africa | Global Advisory Board member | Current | Philanthropic advisory |
| US Holocaust Museum | Committee on Antisemitism (member) | Current | Civil society governance |
| Unilever plc | Non-executive director | 2016–2024 | Prior public company board; ended 2024 |
| Other Public Company Boards | None current | — | Netflix proxy lists “None” for current public boards |
Board Governance
- Committees: Member, Nominating and Governance Committee (chair: Jay Hoag; members include Brad Smith, Strive Masiyiwa, Ambassador Susan Rice). The committee met twice in 2024; all members attended except Hoag missed one meeting (Masiyiwa attended) .
- Independence: Board determined Masiyiwa is independent under SEC and Nasdaq standards; all members of Audit, Compensation, and Nominating & Governance committees are independent .
- Board attendance: Board held four meetings in 2024; each director attended at least 75% of aggregate Board/committee meetings, except Hoag (50%) .
- Lead Independent Director: Jay C. Hoag; responsibilities include coordinating independent directors, chairing executive sessions, agenda input, and facilitating communication with Chair/CEOs .
- Other governance practices: Majority voting in uncontested elections; annual director elections (declassified in 2025); proxy access; special meeting right (20% net long for one year); policy limiting other public boards (non-CEOs ≤4; co-CEOs ≤2) .
Fixed Compensation
Netflix compensates non-employee directors (except Ambassador Susan Rice in 2024) solely with fully vested monthly stock options; no cash retainers or meeting fees. Options are granted monthly at $25,000 ÷ (FMV × 0.40), fully vested at grant, struck at FMV, and exercisable for 10 years; program administered/advised by Compensia; no Board compensation program changes since 2016 .
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $0 (Masiyiwa) |
| Option Awards ($) | $402,582 |
| Total ($) | $402,582 |
| Aggregate Options Outstanding at 12/31/2024 (#) | 7,301 |
Monthly grant fair values for Masiyiwa (grant-date ASC 718):
| Grant Date | Fair Value ($) |
|---|---|
| 1/2/2024 | 33,692 |
| 2/1/2024 | 33,755 |
| 3/1/2024 | 33,819 |
| 4/1/2024 | 34,235 |
| 5/1/2024 | 34,066 |
| 6/3/2024 | 33,936 |
| 7/1/2024 | 33,644 |
| 8/1/2024 | 33,558 |
| 9/3/2024 | 33,729 |
| 10/1/2024 | 32,642 |
| 11/1/2024 | 32,966 |
| 12/2/2024 | 32,540 |
Notes:
- Director equity plan provides monthly grants; options vest immediately; strike at FMV; 10-year term .
Performance Compensation
No performance-based compensation disclosed for directors (no PSUs/RSUs or bonus metrics for directors in 2024; directors compensated via options only) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock |
|---|---|---|---|
| Unilever plc | Public | Director (2016–2024) | Ended 2024; no Netflix-disclosed conflict |
| Current public boards | — | None | None disclosed |
| Advisory/non-profit roles | Various | Advisory/board roles | Non-competitive; no related-party exposure disclosed |
Expertise & Qualifications
- Strategy and leadership: Listed in Board skills for Leadership and Strategy .
- Global business & government relations: Listed; brings international market/public policy expertise .
- Technology: Listed; telecom/tech background relevant to technology trends/business models .
- Demographic diversity: Self-identified diversity contributes to global stakeholder understanding .
- Education: BSc Electrical and Electronic Engineering (University of Wales); multiple honorary doctorates .
Equity Ownership
| Metric | As of April 7, 2025 |
|---|---|
| Total Beneficial Ownership (shares) | 4,754* |
| Components | Includes options to purchase 4,754 shares |
| Ownership % of outstanding | Less than 1% (proxy notation) |
| Hedging/Pledging | Hedging prohibited for directors under Insider Trading Policy; pledging not disclosed |
*Beneficial ownership includes options currently exercisable or vesting within 60 days per SEC rules .
Governance Assessment
- Independence and committee effectiveness: Masiyiwa is an independent director on the Nominating & Governance Committee; the committee met twice in 2024 with full attendance by members other than the chair (Masiyiwa attended all), supporting strong governance oversight .
- Board attendance: Board met four times; directors generally met the 75% attendance threshold; no attendance issues disclosed for Masiyiwa .
- Pay alignment: Director pay is entirely in at-risk options (intrinsic value zero at grant), aligning compensation with long-term value creation; no cash compensation for Masiyiwa in 2024 .
- Shareholder sentiment: Netflix’s say-on-pay rose to 82.2% support in 2024 after program changes, indicating improving investor confidence in oversight of executive pay; while a management vote, it reflects board-led compensation governance responsiveness .
- Shareholder rights and oversight: Majority voting, annual elections, proxy access, and a lead independent director structure strengthen accountability; special meeting right set at 20% net-long (one year) balances flexibility and guardrails .
- Conflicts/related-party transactions: Proxy discloses one related-party transaction involving an executive’s family; no transactions involving Masiyiwa were disclosed, suggesting low conflict risk .
Red flags
- None identified specific to Masiyiwa: no related-party dealings, no attendance concerns, no current public company interlocks that pose conflicts per proxy disclosures .
Signals for investors
- Global expertise and technology background add valuable perspective to Netflix’s international expansion and technology risk oversight .
- Option-only director compensation enhances alignment with shareholder value; beneficial ownership exists but remains below 1%, consistent with Netflix’s broad-based option approach for directors .
Additional governance references
- Code of Ethics and Insider Trading Policy (hedging prohibited; disclosures posted/Exhibit reference) support compliance culture .
- Robust shareholder engagement with directors participating (~50% of engagements; 23% of shares represented) underscores board-investor dialogue .