XML 70 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2024

USD ($)

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, 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 2024, 2023, 2022, 2021, and 2020. For 2020-2022, Reed Hastings and Ted Sarandos served as

co-CEOs,

in 2023, each of Reed Hastings, Ted Sarandos and Greg Peters served as a

co-CEO

for part or all of 2023, and in 2024, Ted Sarandos and Greg Peters served as

co-CEOs,

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 and other equity awards (if applicable) granted during the respective fiscal year, computed in accordance with generally accepted accounting principles in the U.S.


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)(5)		Compensation Actually Paid to Ted Sarandos ($) (1)(5)		Compensation Actually Paid To Greg Peters ($) (1)(5)		Average Summary Compensation Table Total for Non-PEO NEOs ($) (2)		Average Compensation Actually Paid to Non-PEO NEOs ($) (1)(2)(5)		Value of Initial Fixed $100 Investment Based On:				Net Income ($ Millions)		F/X Neutral Operating Margin (4)
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)(5)		Compensation Actually Paid to Ted Sarandos ($) (1)(5)		Compensation Actually Paid To Greg Peters ($) (1)(5)						Total Shareholder Return ($)		Peer Group Total Shareholder Return ($) (3)		Net Income ($ Millions)		F/X Neutral Operating Margin (4)

2024		—		61,922,397		60,272,574		—		117,146,823		112,547,114		13,970,130		21,788,762		275.46		158.48		8,712		26.4	%

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)

Historically, we granted fully vested stock options to our Named Executive Officers, except the stock options granted to Messrs. Hastings, Sarandos and Peters as part of their 2023 compensation package had a

one-year

vesting period. We transitioned to the use of an equal mix of PSU awards and RSU awards for 2024 Named Executive Officer compensation to incorporate longer vesting periods and specific performance criteria in our equity awards. The Compensation Actually Paid amounts shown in the table reflect that the grant date value of options that were vested at the time of grant are the same as their fair value at vesting. For years where unvested awards were granted, Compensation Actually Paid tends to deviate more significantly from the corresponding Summary Compensation Table numbers.

(2)

The

non-PEO

NEOs for each of 2022, 2021 and 2020 were Messrs. Neumann, Peters and Hyman, and Ms. Whetstone. The

non-PEO

NEOs for 2023 were Messrs. Neumann, Hyman and Ezama, and Ms. Whetstone. The

non-PEO

NEOs for 2024 were Messrs. Neumann, Hyman and Hastings.

(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” (CAP) to our Named Executive Officers, for the years ended December 31, 2023 and 2024, to company performance (the “Company Selected Measure” as defined in the Pay Versus Performance Rules).

(5)

The following table shows the adjustments from the Summary Compensation Table total compensation to calculate the CAP to our PEOs and Non-PEO NEOs in accordance with the Pay Versus Performance Rules in 2024. To the extent vested options were granted in an applicable year, 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
	Ted Sarandos ($)			Greg Peters ($)			Average for Non-PEO NEOs ($)

Summary Compensation Table (“SCT”) Total		61,922,397			60,272,574			13,970,130

Minus Amounts reported as “Option Awards” and “Stock Awards” in the SCT		(44,960,939	)		(44,659,483	)		(8,748,399	)

Plus the change as of the fiscal 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 the fiscal year end		0			0			0

Plus the Fair Value as of the vesting date for awards that were both granted and vested in the relevant year (a)		24,955,387			24,955,387			5,274,574

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 the relevant year		17,335,443			14,793,653			1,060,447

Minus the Fair Value as of the end of the prior year of awards that were forfeited during the relevant year		0			0			0

Plus the Fair Value as of the fiscal year end of Equity Awards Granted in the Year and Unvested as of the fiscal year end (a)		57,894,535			57,184,983			10,232,010

Equals Compensation Actually Paid		117,146,823			112,547,114			21,788,762

(a)

Because PSUs are earned based on achievement of a market condition, in computing these amounts with respect to PSUs, fair value as of fiscal year end is based on an updated market-based fair value using data through year end and fair value as of the vesting date is based on the market-based fair value as of the vesting date. There were no other assumptions made in the valuation of equity awards, including RSUs and stock options, that differ materially from those disclosed as of the grant date of such awards.

Company Selected Measure Name

F/X Neutral Operating Margin

Named Executive Officers, Footnote

The

non-PEO

NEOs for each of 2022, 2021 and 2020 were Messrs. Neumann, Peters and Hyman, and Ms. Whetstone. The

non-PEO

NEOs for 2023 were Messrs. Neumann, Hyman and Ezama, and Ms. Whetstone. The

non-PEO

NEOs for 2024 were Messrs. Neumann, Hyman and Hastings.

Peer Group Issuers, Footnote

Represents the cumulative TSR of the RDG Internet Composite Index for each year.

Adjustment To PEO Compensation, Footnote

(5)


	2024
	Ted Sarandos ($)			Greg Peters ($)			Average for Non-PEO NEOs ($)

Summary Compensation Table (“SCT”) Total		61,922,397			60,272,574			13,970,130

Minus Amounts reported as “Option Awards” and “Stock Awards” in the SCT		(44,960,939	)		(44,659,483	)		(8,748,399	)

Plus the change as of the fiscal 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 the fiscal year end		0			0			0

Plus the Fair Value as of the vesting date for awards that were both granted and vested in the relevant year (a)		24,955,387			24,955,387			5,274,574

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 the relevant year		17,335,443			14,793,653			1,060,447

Minus the Fair Value as of the end of the prior year of awards that were forfeited during the relevant year		0			0			0

Plus the Fair Value as of the fiscal year end of Equity Awards Granted in the Year and Unvested as of the fiscal year end (a)		57,894,535			57,184,983			10,232,010

Equals Compensation Actually Paid		117,146,823			112,547,114			21,788,762

(a)

Non-PEO NEO Average Total Compensation Amount

$ 13,970,130

$ 10,980,792

$ 16,336,478

$ 12,097,270

$ 12,392,648

Non-PEO NEO Average Compensation Actually Paid Amount

$ 21,788,762

10,980,792

16,336,478

12,097,270

12,392,648

Adjustment to Non-PEO NEO Compensation Footnote

(5)


	2024
	Ted Sarandos ($)			Greg Peters ($)			Average for Non-PEO NEOs ($)

Summary Compensation Table (“SCT”) Total		61,922,397			60,272,574			13,970,130

Minus Amounts reported as “Option Awards” and “Stock Awards” in the SCT		(44,960,939	)		(44,659,483	)		(8,748,399	)

Plus the change as of the fiscal 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 the fiscal year end		0			0			0

Plus the Fair Value as of the vesting date for awards that were both granted and vested in the relevant year (a)		24,955,387			24,955,387			5,274,574

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 the relevant year		17,335,443			14,793,653			1,060,447

Minus the Fair Value as of the end of the prior year of awards that were forfeited during the relevant year		0			0			0

Plus the Fair Value as of the fiscal year end of Equity Awards Granted in the Year and Unvested as of the fiscal year end (a)		57,894,535			57,184,983			10,232,010

Equals Compensation Actually Paid		117,146,823			112,547,114			21,788,762

(a)

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

Tabular List of Most Important Financial Performance Measures for Fiscal Year 2024

For the fiscal year ended December 31, 2024, the following represent the most important financial performance measures used by us to link compensation actually paid to our Named Executive Officers for fiscal year 2024 to company performance:

F/X Neutral Operating Margin

(1)

F/X Neutral Revenue

(1)

Company TSR relative to the TSR of the companies in the S&P 500

(2)

(1)

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 2024 Performance Bonus Program. Both of these measures are

non-GAAP

financial measures. 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 and for 2024, excludes the impact of hedging gains or losses realized as revenues and excludes revenues denominated in ARS. F/X Neutral Operating Margin was computed by dividing Adjusted Operating Profit by Adjusted Revenue. Adjusted Revenue is calculated using foreign exchange rates as of the beginning of the fiscal year, and for 2024, excludes the impact of hedging gains or losses realized as revenues from cash flow hedges entered into after January 1 and excludes revenues denominated in ARS. 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.

(2)

The PSUs granted to Named Executive Officers in fiscal year 2024 will vest based on our TSR performance relative to companies in the S&P 500.

Aside from the measures listed above, we did not use any financial performance measures to link CAP to company performance in fiscal year 2024.

Total Shareholder Return Amount

$ 275.46

150.47

91.13

186.19

167.11

Peer Group Total Shareholder Return Amount

158.48

118.93