Susan Rice
NETFLIXAbout Susan Rice
Ambassador Susan Rice, age 60, is an independent director of Netflix and has served on the Board since 2023. She is a former U.S. Permanent Representative to the United Nations, National Security Advisor, and Domestic Policy Advisor to the President; she holds a BA from Stanford and an MPhil/DPhil in International Relations from Oxford (Rhodes Scholar) . She sits on Netflix’s Nominating and Governance Committee and is designated independent under SEC/Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The White House | U.S. Domestic Policy Advisor | 2021–2023 | Led domestic policy; government/public policy expertise |
| National Security Council | U.S. National Security Advisor | 2013–2017 | Global security, crisis management |
| United Nations | U.S. Permanent Representative | 2009–2013 | International diplomacy and multilateral governance |
| U.S. Dept. of State | Assistant Secretary of State for African Affairs | 1997–2001 | Regional policy leadership |
| The White House | Special Assistant to the President | 1995–1997 | National security and policy coordination |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stanford University | Bernard and Susan Liautaud Visiting Fellow | 2024 | Academic fellowship |
| American University (SIS) | Distinguished Visiting Research Fellow | 2024 | Academic fellowship |
| Harvard (Belfer Center) | Non-Resident Senior Fellow | 2024 | Policy research |
| Harvard (Institute of Politics) | Visiting Fellow | 2024 | Public policy engagement |
| Brookings Institution | Senior Fellow | Various | Policy research |
| The New York Times | Contributing Opinion Writer | Various | Public commentary |
| JFK Center, BNA, NDI, US Fund for UNICEF | Board/Trustee roles (prior) | Various | Non-profit governance |
| Netflix | Director (prior term) | 2018–2021 | Prior service on NFLX board |
Board Governance
- Committee assignments: Nominating and Governance Committee member; the committee met twice in 2024. All members attended, except Chair Jay Hoag missed one meeting .
- Independence: The Board determined Ambassador Rice is independent under SEC/Nasdaq rules .
- Attendance: The Board held 4 meetings in 2024; all directors attended at least 75% of aggregate Board/committee meetings except Jay Hoag (50%). Rice met attendance thresholds; and attended Nominating and Governance Committee meetings .
- Board leadership: Reed Hastings is Chairman (non-executive since April 17, 2025); Jay Hoag serves as Lead Independent Director, chairing executive sessions and coordinating independent director activities .
- Other governance practices: Annual elections (post-declassification), majority voting, proxy access, special meeting rights (20%), and restrictions on directors serving on >4 other public company boards .
Fixed Compensation
| Year | Cash Retainer ($) | Notes |
|---|---|---|
| 2024 | 300,000 | Only director paid cash in 2024; others received options |
| 2025 (from Feb) | — | Began receiving monthly stock options under Director Equity Compensation Plan, replacing cash retainer |
Performance Compensation
| Program Element | Terms | Vesting/Trigger |
|---|---|---|
| Director Equity Compensation Plan | Monthly stock options calculated as $25,000 / (fair market value × 0.40); grant on first trading day monthly; strike at FMV on grant date | Fully vested upon grant; exercisable at strike; ongoing monthly |
- No director performance metrics (e.g., revenue/TSR/ESG) tied to director compensation were disclosed; director equity is formulaic and not contingent on performance beyond long-term value realization .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public boards | Netflix (2018–2021) |
| Compensation committee interlocks | None reported for any Netflix directors; committee members are independent and not officers/employees |
Expertise & Qualifications
- International affairs, global security, and public policy expertise; governance experience across U.S. government and non-profit boards .
- Adds Board diversity of perspective and global business/government relations competency per Board skills matrix .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Options Outstanding (12/31/2024) |
|---|---|---|---|
| Ambassador Susan Rice | 195 | <1% (asterisk) | 0 |
- Ownership computation includes shares issuable within 60 days (e.g., RSUs/options); Rice’s figure as of April 7, 2025 reflects beneficial ownership standards .
- Hedging prohibition: Directors/officers are prohibited from hedging or derivative transactions in Netflix equity under the Insider Trading Policy (effective March 4, 2020 for covered transactions) .
Governance Assessment
- Strengths: Independent status; active participation on Nominating and Governance; high board/committee attendance; no other public board commitments reducing overboarding risk; extensive public policy and international governance expertise that strengthens risk oversight and stakeholder engagement .
- Alignment: Transition from 2024 cash retainer to monthly options in 2025 brings her compensation in line with peers on the Netflix board and increases equity-linked exposure to long-term value creation .
- Shareholder responsiveness context: Board improved executive pay structure and governance practices; 2024 say‑on‑pay approval at 82.2% signals improved investor confidence in broader governance framework (benefits board credibility) .
- Watch items: Netflix’s unusual practice of fully‑vested monthly options for directors may raise concerns about short-term exercise incentives versus longer-horizon equity, though intrinsic value at grant is zero and alignment is intended via future value creation . Board-level attendance issue noted for Lead Independent Director Jay Hoag (50% in 2024) is a broader governance consideration, not specific to Rice .
- Conflicts/related parties: No related-party transactions disclosed involving Rice; only disclosed item relates to compensation of Mr. Sarandos’s daughter in content productions (approved as consistent with peers) .
Appendix: Key Netflix Governance Policies (selected)
- Majority voting; annual elections; proxy access (up to 20 holders with ≥3% for ≥3 years may nominate up to 2 or 20% of Board); special meeting rights (≥20% net-long for ≥1 year) .
- Prohibition on hedging; compensation clawback policy compliant with Rule 10D‑1; executive officer stock ownership guidelines (not disclosed for directors) .