Netflix’s Jay Hoag has replaced co-founder and former CEO Reed Hastings as the streamer’s board chairman following the conclusion of its annual meeting on Thursday.
Hoag, who is the founding general partner of growth equity firm TCV, has served as the Netflix board’s lead independent director since 2012. He is also chair of the nominating and governance committee.
“The Board determined it will no longer need a separate Lead Independent Director, as Mr. Hoag is an independent director under the applicable rules of the Securities and Exchange Commission and the listing standards of the Nasdaq Stock Market,” Netflix said in an SEC filing on Friday.
In addition to Netflix, Hoag serves on the boards of Zillow Group, Inc. and Peloton Interactive. He is also on the Investment Advisory Committee at the University of Michigan, the Board of Trustees of Northwestern University, and the Board of Trust at Vanderbilt University.
The transition comes after over 93% of shares voted to reelect Hoag. A total of 4.2 billion outstanding shares of common stock were eligible to vote, with roughly 3.6 billion represented.
Notably, a majority of Netflix shareholders voted to oust Hoag during last year’s annual meeting, but the board ultimately decided to not accept his resignation.
In addition to Hoag, Netflix shareholders voted to reelect co-CEOs Ted Sarandos and Greg Peters, former UN Ambassador Susan Rice, Microsoft vice chair and president Brad Smith, former FX Networks chair and CEO Anne Sweeney, Airbnb chief financial officer Elinor Mertz, former Pixar chief financial officer Ann Mather, Econet Group founder Strive Masiyiwa, former Netflix chief marketing officer Leslie Kilgore, Axel Springer SE CEO Mathias Döpfner and Zillow co-founder Richard Barton.
The group will serve as the board of directors until the 2027 annual meeting.
In addition to the election of Netflix’s slate of board candidates, shareholders approved the company’s executive compensation packages and appointment of Ernst & Young LLP as its independent registered public accounting firm.
Netflix Co-CEO Ted Sarandos’ pay fell 13% to $53.9 million, while Co-CEO Greg Peters’ pay fell 12% to $53.2 million. The pair each received a $3 million base salary, $41.4 million in stock awards and $7.1 million in non-equity incentive plan compensation. Sarandos and Peters also received $2.5 million and $1.73 million in “other” compensation, respectively.
In comparison, the median Netflix employee made $211,201, putting Sarandos’ CEO pay ratio at 255 to 1 and Peters’ at 252 to 1.
Meanwhile, Hastings saw his compensation fall 29% to $1.2 million, Chief Financial Officer Spencer Neumann saw his pay decline 9% to $20.8 million and Chief Legal Officer David Hyman’s pay dipped 1o.7% to $15.4 million. Clete Willems, who joined the company in 2025 as chief global affairs officer, took in $14.3 million.
Shareholders also rejected outside proposals for the right to act by written consent, the adoption of cumulative voting and for the board to publish reports on “politicized brand mismanagement” and ESG return on investment.
