Netflix has rejected independent director Jay Hoag's resignation from the board and also appointed Ellie Mertz, chief financial officer at Airbnb, as a new member.
Hoag, a tech investor and founding General Partner at TCV, had served on Netflix's board since 1999, and serves as the board's lead independent director and chair of its nominating and governance committee.
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He failed to secure a majority of votes from shareholders at the company's annual meeting on June 5. Company policy dictates that if a director does not secure a majority of votes, they are expected to submit their resignation, and the board will then meet to decide whether to accept it.
Shareholder advisory firm ISS had recommended shareholders vote against Hoag because he only attended 50 percent of board meetings in 2024.
However, in an SEC filing Tuesday, Netflix's nominating and governance committee "recommended that the Board reject Mr. Hoag's resignation offer," citing his continued engagement with the board.
"Mr. Hoag's continued service as a member of the Board is in the best interests of the Company and its stockholders," the filing states. "The Board determined that his absences in 2024 did not indicate a lack of commitment to his duties, noting that Mr. Hoag possesses an otherwise exemplary attendance record. Mr. Hoag's attendance rate was 97% in the five years prior to 2024."
New board member Mertz has served as CFO of Airbnb since March 2024 and previously served as the company's vice president of finance. She had served as Netflix's vice president of finance from 2006 to 2013.
Mertz also sits on the boards of DoorDash and Faire Wholesale. As part of the appointment, Mertz will also serve on the Netflix board's audit committee.
"We are very pleased to welcome Ellie Mertz to the Netflix board," said Netflix co-CEOs Ted Sarandos and Greg Peters. "Ellie's tenure at Airbnb, combined with her deep understanding of Netflix, makes her uniquely positioned to contribute to our strategic vision. Her experience as a public company finance professional and leader will be invaluable as we accelerate innovation and continue to entertain the world."
"I'm honored to be joining the board of Netflix, a company that played a formative role in my career," said Mertz. "I've always held a deep respect for Netflix's product and culture, and I look forward to working with the team to continue scaling the business and delighting consumers globally."
Mertz holds a B.A. in Science, Technology & Society from Stanford University, an M.A. in History from Stanford University, an M.I.A. from Columbia University, and an M.B.A. from the Stanford Graduate School of Business.
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