NETFLIX INC NFLX

34% shingled-prose overlap between the two filings.

2025: 49,768 chars · 2026: 44,970 chars

• Committee Report:66% overlap (451 → 449 chars)
• Pay Ratio (Item 402(u)):54% overlap (2,501 → 2,458 chars)
• Say-on-Pay proposal:0% overlap (2,429 → 25,000 chars)

• changed2025 2024Named Executive Officers
• changedThis Compensation Discussion and Analysis describes the compensation program for our Named Executive Officers listed below, and the titles reflect the positions held by each Named Executive Officer on December 31, 2025. 2024.
• changed• Reed Hastings, former Executive Chairman of the Board(1) Board*
• new• Clete Willems, Chief Global Affairs Officer(2)
• changedSarandos, Peters, Hastings (through April 2025), Hastings,Neumann, Hyman and Willems (from April 2025) Hymanwere the only individuals who served as executive officers as defined under Rule 3b-7 (“Executive Officers”) of Netflix during 2025. 2024.
• changed(1) *Effective April 17, 2025, Mr. Hastings transitioned from Executive Chairman to Chairman of the Board and a non-executive director.
• new(2) Mr. Willems joined Netflix as the Chief Global Affairs Officer effective April 28, 2025.
• changedOur Company and 2025 2024Performance
• newNetflix is one of the world’s leading entertainment services offering TV series, films, games and live programming across a wide variety of genres and languages.
• newIn 2025, we met or exceeded all of our financial objectives.
• newWe finished the year with approximately $45.2 billion in revenue, compared to $39 billion in revenue in the prior year, representing an increase of approximately 16%.
• newOperating margin for 2025 was approximately 29.5%, compared to 26.7% in the prior year.
• newAdvertising revenue grew more than 2.5x to over $1.5 billion.
• newThese achievements informed bonus payouts of approximately 117.57% of the total target bonus opportunity for each of our Named Executive Officers, as further discussed under the heading “2025 Annual Performance-Based Cash Bonus Program” below.
• newIn addition, the Company achieved a relative total shareholder return (compared to constituents of the S&P 500) at the 92nd percentile for the two-year performance period applicable to the second tranche of performance-based restricted stock unit (“PSU”) awards granted in 2024, leading such tranche to vest at 200% of target.
• new2025 Leadership Changes
• newIn April 2025, as part of the natural evolution of our leadership structure and executive planning, Reed Hastings transitioned from Executive Chairman to Chairman of the Board and a non-executive director.
• newIn connection with his transition, Mr. Hastings forfeited all of his then-outstanding 8,610 unvested PSU awards and 7,710 unvested restricted stock unit (“RSU”) awards, which had a value of approximately $827,963 and $741,417, respectively, based on the closing price on April 16, 2025.
• newHe also forfeited the opportunity to earn an annual cash bonus under the 2025 Annual Performance-Based Cash Bonus Program.
• newIn April 2025, we also appointed Clete Willems to the position of Chief Global Affairs Officer.
• newMr. Willems’ background in policy strategy and international relations will be key in guiding our global efforts and advocating for policies that support our continued investment, innovation and growth strategies.
• newThe Compensation Committee approved a sign-on compensation package for Mr. Willems in consultation with Compensia, the Compensation Committee’s independent compensation consultant, and the co-CEOs, taking into consideration the strategic importance of his role and our compensation philosophy.
• newAccordingly, the Compensation Committee provided appropriate, market-competitive compensation to induce Mr. Willems to join Netflix and set his total target compensation at $7 million, as detailed below.
• newThe Compensation Committee approved a new hire RSU award, which vests quarterly over three years, and a sign-on bonus, payable in two installments, for Mr. Willems to provide take-home compensation in the first two years of his employment approximating an annualized $7 million total target compensation, in light of the three-year vesting schedule for his annual RSU and PSU awards.
• newMr. Willems’ total target compensation was sized relative to compensation paid to similarly situated executives and was structured in recognition of the importance of creating meaningful, immediate alignment with our stockholders’ interests through long-term equity incentives.
• newThe table below outlines Mr. Willems’ compensation opportunities awarded for fiscal 2025.
• newCOMPENSATION DISCUSSION AND ANALYSIS | NETFLIX 2026 PROXY STATEMENT
• newClete Willems, Chief Global Affairs Officer, effective April 28, 2025 Annual Base Salary $1,200,000 Target Bonus under the Performance-Based Cash Bonus Program $2,400,000 (200% of base salary), with actual amount earned for 2025 to be prorated relative to Mr. Willems’ start date Target Annual Long-Term Incentive Award $3,400,000 (target dollar value), awarded 50% as RSUs and 50% as PSUs ► RSUs vest ratably on a quarterly basis through the end of 2027 ► PSUs vest, if at all, on the same basis as our 2025 PSUs awarded to all Named Executive Officers, described herein, for the three-year performance period ending December 31, 2027 New-Hire Long-Term Incentive Award $4,000,000 (target dollar value), awarded in RSUs vesting ratably on a quarterly basis over three years, with a first vesting date on May 3, 2025 (or, to the extent it is not a trading day, the first trading day thereafter) Sign-On Bonus $4,250,000, awarded in cash in two installments: ► $2,750,000 payable within 30 days of hire, and subject to repayment in full upon Mr. Willems’ resignation or termination for cause, as defined in the Netflix Executive Officer Severance Plan, before the one-year anniversary of hire ► $1,500,000 payable within 30 days of Mr. Willems’ one-year anniversary of hire, and subject to repayment in full upon Mr. Willems’ resignation or termination for cause, as defined in the Netflix Executive Officer Severance Plan, before the two-year anniversary of hire
• new2025 Say-on-Pay Vote and Stockholder Engagement
• newAt our 2025 annual meeting, our say-on-pay proposal received the support of over 85% of votes cast.
• newWe believe this result reflects stockholders’ continued support for our executive compensation program and updated program design as initially introduced for the 2024 executive compensation program.
• newAs part of our ongoing dialogue with our stockholders, which provides key input into the Compensation Committee’s considerations regarding our approach to executive compensation, we continued our outreach efforts since the last annual meeting as outlined under our heading, “Netflix 2025 Year in Review–Stockholder Engagement.” Feedback on the executive compensation structure was generally positive, with some investors inquiring about any potential future changes to the program.
• changedWe view the say-on-pay vote as a meaningful opportunity to receive feedback from our stockholders shareholdersabout our executive compensation program.
• newGiven the strong support for our program as expressed through the 2025 vote, we did not make any significant changes to our 2026 program design in response to this vote outcome.
• changedThe Board and the Compensation Committee will continue to carefullyconsider the results of the say-on-pay vote, as well as stockholder shareholderfeedback received throughout the year, when making decisions on the design of our executive compensation program.
• newNETFLIX 2026 PROXY STATEMENT | COMPENSATION DISCUSSION AND ANALYSIS
• newThe Compensation Committee has designed our compensation program to achieve the following objectives:
• changed• Pay for Performance: The Compensation Committee sought to tie a significant portion of each Named Executive Officer’s total target compensation to Company performance, both in the short and long term, to incentivize execution on our strategy. term.
• changed• Align with Stockholder ShareholderInterests: The 2025 2024compensation structure is intended to promote strong alignment with stockholders’ interests shareholdersby emphasizing increasingtheproportionofperformance-based incentives and long-term equity awards with multi-year vesting or performance requirements.
• changedSuch evaluations, along with input from our stockholders, shareholders,may result in refinements to the executive compensation program, including changes in how compensation is determined and awarded.
• changedIn determining executive compensation for 2025, 2024,the Compensation Committee retained Compensia to advise on executive and director compensation matters.
• changedCompensia provided various services to the Compensation Committee during 2025, 2024,including the review, analysis and update of our compensation peer group; the review and analysis of our Named Executive Officer compensation against competitive market data based on the companies in our compensation peer group; the analysis of potential and actual executive compensation program changes for 2026; 2025;the review and analysis of our non-employee director compensation; and support on other ad hoc matters.
• changedThe Compensation Committee reviewed and discussed this information and the recommendation by the co-CEOs, and then determined the total target compensation and the target compensation of each element of compensation for each Named Executive Officer. Officer,asitdeemedappropriateinDecember2023.
• newFollowing this review, the Compensation Committee determined the total target compensation and the target compensation of each element of compensation.
• changedIn establishing each co-CEO’s compensation, the Compensation Committee was also mindful of the results of the say-on-pay vote for the prior year and input received from stockholders. shareholders.
• changedThe 2025 2024compensation for our Named Executive Officers was approved at the end of 2024. 2023.
• newAfter review of the revenue, market capitalization, geographic and industry criteria used to evaluate current and potential peer companies, respectively, the Compensation Committee determined that no changes were needed to the peer group for 2025.
• changedAccordingly, the compensation peer group for 2025 2024was composed of the following companies:
• changed2025 2024Netflix Peer Group
• changed2025 2024Executive Compensation Program
• changedElements of the 2025 2024Executive Compensation Program
• newNamed Executive Officers’ 2025 compensation consisted primarily of annual base salary, annual performance-based cash bonus, and long-term equity award opportunities.
• newConsistent with our compensation philosophy, all Named Executive Officers’ target compensation opportunities were significantly at-risk and comprised primarily of long-term and performance elements.
• changed• AnnualPerformance-BasedCashBonusProgram:TheCompensationCommitteeexpandedparticipationintheAnnual Performance-Based Cash Bonus Program (the “Bonus Program”): Program”)underThe Compensation Committee granted Company’sAmendedandRestatedPerformanceBonusPlan(the“BonusPlan”)toall Named Executive Officers withtarget bonus opportunities at 200% of base salary for 2025. 2024.
• newFor the 2025 Bonus
• changedForthe2024BonusProgram, the Compensation Committee used the following performance metrics: F/X Neutral Revenue and F/X Neutral Operating Margin, as they represent key performance indicators that are directly impacted by Named Executive Officers’ decision-making.
• changedFor details on 2025 2024performance, see “2025 “2024Annual Performance-Based Cash Bonus Program.”
• new• PSU and RSU Awards: For 2025, we completed the transition of our executive long-term incentive program to PSUs and RSUs.
• newConsistent with 2024, the Compensation Committee granted an equal mix of PSU awards (at target performance) and RSU awards for 2025, but for 2025, PSUs featured a single three-year performance period.
• newAs a reminder, to facilitate the transition of our program from stock options to RSUs and PSUs, the PSUs granted in 2024 featured three equal tranches with one, two and three-year performance periods, respectively.
• changed• Performance-Based Restricted Stock Units Are Tied to Relative TSR Performance Metric: The PSU awards (weighted 50% of long-term equity awards) are intended to promote pay-for-performance and alignment with stockholder shareholderinterests.
• changedThe Compensation Committee selected Company TSR relative to the TSR of the companies in the S&P 500 as the performance metric for PSUs to incentivize long-term, above market performance over a single three-year performance period and strongly align Named Executive Officers’ long-term incentive compensation opportunities with the creation of long-term stockholder shareholdervalue.
• changedConsistent with this intent, the 2024 and 2025 PSUs require outperformance at the 55th percentile of the S&P 500 to earn target payouts.
• newSee “Long-Term Equity Incentive Awards and Results” for additional details.
• changedThe Compensation Committee reviewed equity award grant practice trends and market data and determined that RSU awards vesting quarterly over a three-year period continue to wouldbe the best incentive structure for our Named Executive Officers to reward performance over time and achieve our retention objectives.
• changedNamed Executive Officer Target Compensation for 2025 2024
• changedIn determining total target compensation for our Named Executive Officers for 2025, 2024,in consultation with Compensia, the Compensation Committee considered our compensation philosophy, including comparative market data.
• changedFor Mr. Sarandos, Mr. Peters and Mr. Hastings, the Compensation Committee considered the competitive market compensation paid for comparable roles by other similarly-situated companies and determined to keep their Mr.Sarandos’total target compensation flat as compared to 2024. 2023.
• newFor Mr. Hyman and Mr. Neumann, the Compensation Committee also considered their growth in their respective roles, the increasing complexity of their organizational responsibilities, and alignment with market data, and thereafter determined to increase their respective base salaries from $1,500,000 to $2,000,000.
• changedRSU awards granted in 2025 2024alsovest over a three-year period even though the full grant date fair value of the award is reflected in 2025 2024compensation in the Summary Compensation Table.
• newBase Salaries
• newThe Compensation Committee maintained 2025 base salaries for the co-CEOs, and for our former Executive Chairman during his employment with Netflix.
• newFollowing review, the Compensation Committee determined to increase salaries for Mr. Neumann and Hyman for the reasons noted above.
• newMr. Willems’ salary was established in connection with his hiring in April 2025.
• newExecutive Fiscal Year 2024Annual BaseSalary Fiscal Year 2025Annual BaseSalary Percent Change Ted Sarandos $ 3,000,000 $ 3,000,000 0% Greg Peters $ 3,000,000 $ 3,000,000 0% Reed Hastings* $ 100,000 $ 100,000 0% Spencer Neumann $ 1,500,000 $ 2,000,000 33% David Hyman $ 1,500,000 $ 2,000,000 33% Clete Willems* N/A $ 1,200,000 N/A
• new* Mr. Hastings ceased to be an employee of Netflix effective April 17, 2025 and Mr. Willems joined Netflix effective April 28, 2025.
• newThe amount reported in the Summary Compensation Table reflects proration for their respective periods of employment during 2025.
• changed2025 2024Annual Performance-Based Cash Bonus Program
• changedIn2024,The Compensation Committee granted expandedtheBonusProgramtoincludeall Named Executive Officers andestablishedtarget bonus opportunities at 200% of base salary for 2025. salary.
• changedForthe2024BonusProgram,The Compensation Committee used the following performance metrics: F/X Neutral Revenue and F/X Neutral Operating Margin, as they represent key performance indicators that are directly impacted by Named Executive Officers’ decision-making.

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