Last year, Netflix held four board meetings. Jay Hoag, the company’s lead independent director, showed up for only two of them. He also missed one of two meetings of the board’s nominating and governance committee — which he chairs.
Life happens. Things come up. People get sick or have personal issues. But Netflix didn’t disclose the reason for Hoag’s absence, which boards usually do when a director doesn’t hit the 75% attendance threshold.
Most of us would get in trouble for missing half of our work meetings without explanation. Netflix shareholders seemed to think the same should go for Hoag, rejecting his reelection to the board. His fellow directors, however, decided to keep him on anyway. Hoag, they said, had committed to “returning to his historic pattern of meeting attendance.”
Hoag's attendance last year is out of step with the realities of board work today. It has never been so demanding and time-consuming, in part because there’s always a crisis on the horizon. With CEO transitions hitting a record high last year, more boards are stuck running time-consuming executive searches. Activist investors are circling. The DEI and ESG backlashes loom. So do tariffs, AI, wars in Ukraine and Gaza and supply chain disruptions.
My latest for Bloomberg Opinion on the end of the rubber-stamping and phoning-it-in era on corporate boards.
https://lnkd.in/e8AhNvvv