NETFLIX INC
For the period ended Jun 6, 2024. Filed Apr 18, 2024.
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Jun 6, 2024 · Filed Apr 18, 2024
Contents
Pay-Versus-Performance Table
Pay-Versus-Performance
Table
The following table sets forth information concerning
pay-versus-performance
for our Principal Executive Officer (“PEO”) and other non-PEO Named Executive Officers (“NEOs”) prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act (the “Pay Versus Performance Rules”) for 2023, 2022, 2021, and 2020. For 2020-2022, Reed Hastings and Ted Sarandos served as
co-CEOs,
in 2023, each of Reed Hastings, T
ed Sarandos
and Greg Peters served as a
co-CEO
for part or all of 2023, and each of them is presented as a PEO for the year(s) served as a CEO.
As discussed in the Compensation Discussion and Analysis section above, target compensation for a given year is determined at the end of the prior year. The dollar amounts in the total column of the Summary Compensation Table and in the columns that begin with either “Summary Compensation Table” or “Average Summary Compensation Table” in the
Pay-Versus-Performance
Table reflect the grant date fair values with respect to stock options granted during the respective fiscal year, computed in accordance with generally accepted accounting principles in the U.S. Those amounts may vary significantly year over year due to factors such as stock price volatility, as was the case for the years presented here, with increased volatility in 2022 versus 2021 and slightly decreased volatility in 2023 versus 2022.
| Year · Summary Compensation Table Total for Reed Hastings($) · Summary Compensation Table Total for Ted Sarandos($) · Summary Compensation Table Total for Greg Peters($) · Compensation Actually Paid to Reed Hastings($)(1) · Compensation Actually Paid to Ted Sarandos($)(1) · Compensation Actually Paid To Greg Peters($)(1) · Average Summary Compensation Table Total for Non-PEO NEOs($)(2) · Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) · Value of Initial Fixed$100 Investment BasedOn: · Net Income($ Millions) · F/X Neutral Operating Margin(4) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return ($) · Peer Group Total Shareholder Return ($)(3) | ||||||||||||
| 2023 | 11,290,411 | 49,834,936 | 40,117,124 | 13,536,949 | 57,780,177 | 46,723,963 | 10,980,792 | 10,980,792 | 150.47 | 118.93 | 5,408 | 20.9% |
| 2022 | 51,073,237 | 50,299,296 | — | 51,073,237 | 50,299,296 | — | 16,336,478 | 16,336,478 | 91.13 | 81.50 | 4,492 | 20.0% |
| 2021 | 40,823,725 | 38,232,164 | — | 40,823,725 | 38,232,164 | — | 12,097,270 | 12,097,270 | 186.19 | 134.41 | 5,116 | 21.6% |
| 2020 | 43,226,024 | 39,318,251 | — | 43,226,024 | 39,318,251 | — | 12,392,648 | 12,392,648 | 167.11 | 137.32 | 2,761 | 19.9% |
| (1) | As discussed in our Compensation Discussion and Analysis, the stock options granted in 2022, 2021, and 2020 vested immediately upon grant, as did the stock options granted to Messrs. Neumann, Hyman, and Ezama and Ms. Whetstone in 2023. As such, there was no difference between the grant date fair value of the stock option awards set forth in the Summary Compensation Table and the fair value of the stock option awards on the vesting date for such awards. |
| (2) | The non-PEO Named Executive Officers for each of 2022, 2021 and 2020 were Messrs. Neumann, Peters and Hyman, and Ms. Whetstone. The non-PEO Named Executive Officers for 2023 were Messrs. Neumann, Hyman and Ezama and Ms. Whetstone. |
| (3) | Represents the cumulative TSR of the RDG Internet Composite Index for each year. |
| (4) | We have determined that F/X Neutral Operating Margin is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure used to link “compensation actually paid” to our Named Executive Officers, for the year ended December 31, 2023, to company performance (the “Company Selected Measure” as defined in the Pay Versus Performance Rules). |
The following table shows the adjustments from the Summary Compensation Table total compensation to calculate the “compensation actually paid” (“CAP”) to our PEOs and
Non-PEO
Named Executive Officers in accordance with the Pay Versus Performance Rules in 2023. As noted above, the stock options granted in 2022, 2021, and 2020 vested immediately upon grant, as did stock options granted to Messrs. Neumann, Hyman and Ezama, and Ms. Whetstone in 2023. As such, there was no difference between the grant date fair value of such stock option awards as included in the Summary Compensation Table and the fair value of the stock option awards on the vesting date. No adjustments were made for defined benefit and actuarial pension plans because the company does not have defined benefit or actuarial pension plans.
| 2024 Proxy Statement | 97 |
| Reed Hastings($) | Ted Sarandos($) | Greg Peters($) | Average for Non-PEO NEOs($) | |
|---|---|---|---|---|
| Summary Compensation Table (“SCT”) Total | 11,290,411 | 49,834,936 | 40,117,124 | 10,980,792 |
| Minus Amounts reported as “Option Awards” in the SCT | (10,643,357) | (28,308,620) | (22,667,588) | (5,809,874) |
| Plus the change as of 2023 Year End (from the end of the prior year) in Fair Value (whether positive or negative) of Equity Awards granted in a prior year that are outstanding and unvested as of 2023 Year End | 0 | 0 | 0 | 0 |
| Plus the Fair Value as of the vesting date for awards that were both granted and vested in 2023 | 4,142,910 | 2,436,994 | 974,832 | 5,809,874 |
| Plus the change as of the vesting date (from the end of the prior year) in Fair Value (whether positive or negative) of Equity Awards granted in a prior year that vested during 2023 | 0 | 0 | 0 | 0 |
| Minus the Fair Value as of the end of the prior year of awards that were forfeited during 2023 | 0 | 0 | 0 | 0 |
| Plus the Fair Value of Equity Awards Granted in the Year and Unvested as of Year End | 8,746,985 | 33,816,867 | 28,299,595 | 0 |
| Equals Compensation Actually Paid | 13,536,949 | 57,780,177 | 46,723,963 | 10,980,792 |
Financial Performance Measures for Fiscal Year 2023
For the fiscal year ended December 31, 2023, we used F/X Neutral Operating Margin and F/X Neutral Revenue as financial performance measures to link CAP to company performance, as these were the metrics used in the 2023 Performance Bonus Program. Only Ted Sarandos and Greg Peters, the
co-CEOs
on December 31, 2023 participated in the Performance Bonus Program in 2023. F/X Neutral Revenue was calculated assuming foreign exchange rates had remained constant with foreign exchange rates from each of the corresponding months of the prior-year period. F/X Neutral Operating Margin was calculated by dividing Adjusted Operating Profit by Adjusted Revenue. Adjusted Revenue is calculated using foreign exchange rates as of the beginning of the fiscal year. Adjusted Operating Profit is calculated as Adjusted Revenue less Adjusted Operating Expenses. Adjusted Operating Expenses was calculated using foreign exchange rates as of the beginning of the fiscal year, excluding the foreign exchange impact on content amortization as titles are amortized at a historical blended rate based on the timing of spend. The Company did not use financial performance measures to inform compensation for the Named Executive Officers in years prior to 2023, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
Other Information
Description of the Relationship Between Pay and Performance
| 2024 Proxy Statement | 99 |
Other Information
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.