Veteran Board Member Submits Conditional Resignation After Failing to Secure Majority Support
Jay Hoag, Netflix‘s lead independent director and a member of its board since 1999, has submitted his resignation following a shareholder vote in which he failed to win majority support.
The move triggers a policy adopted by the company in 2024 that mandates board consideration of any director who does not meet the shareholder approval threshold.
Conditional Resignation Sparks Board Review
According to a June 5 SEC filing, Hoag formally offered his resignation, contingent on the board’s decision to accept it.
“In accordance with the Resignation Policy, the Nominating and Governance Committee … will consider Mr. Hoag’s resignation and recommend to the Board regarding whether to accept or reject the resignation or take other action,” the filing states.
The Netflix board has up to 90 days to make its decision.
Shareholder Advisory Firm ISS Weighs In
Hoag’s failure to secure a majority is widely believed to be linked to a recommendation from Institutional Shareholder Services (ISS), a key proxy advisory firm.
ISS advised shareholders to vote against Hoag due to his poor attendance record in 2023, when he attended only 50 percent of board meetings.
“Support for Jay Hoag is not considered warranted due to poor attendance,” the ISS report noted, citing its policy to issue adverse recommendations for directors who attend less than 75 percent of board and committee meetings without valid reason.
Historical Attendance Raises Questions
Despite the 2023 record, Hoag’s attendance over the prior five years averaged 97 percent, and in 2025 so far, he has reportedly attended 100 percent of meetings. These statistics suggest that last year’s poor attendance may have been an anomaly, not a consistent pattern.
Broader Implications for Corporate Governance
The development places a spotlight on the accountability of long-tenured board members and the growing influence of shareholder advisory firms in shaping corporate governance. As Netflix navigates this decision, it will also signal how much weight it gives to shareholder sentiment in board oversight.
Jay Hoag, a founding General Partner at Technology Crossover Ventures, has long played a pivotal role in Netflix’s governance. He currently chairs the board’s nominating and governance committee.
Whether the board opts to retain or part ways with Hoag will likely serve as a bellwether for similar governance decisions across the corporate landscape.
