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each of our directors would be assigned by the then-current board of directors to a class. If our Class T common 
stock  remains  outstanding,  the  Class  T  directors  and  the  remaining  directors  shall  be  allocated  among  the 
classes  so  that  each  class  includes  a  proportionate  number  of  Class  T  directors  and  other  directors.  Upon 
expiration of the term of a class of directors, directors for that class would each be elected for a three-year term 
at  the  annual  meeting  of  stockholders  in  the  year  in  which  that  term  expires.  As  a  result,  only  one  class  of 
directors would be elected at each annual meeting of our stockholders, with the other classes continuing for the 
remainder  of  their  respective  three-year  terms.  Each  director’s  term  would  continue  until  the  third  annual 
meeting of stockholders following their election and until his or her successor has been elected and qualified, or 
until  his  or  her  earlier  death,  resignation,  or  removal.  Any  increase  or  decrease  in  the  number  of  directors 
would be distributed among the three classes so that, as nearly as practicable, each class would consist of one-
third of our directors.

Regardless of the class or classes of stock by which a director is elected, there is no limit to the number of terms 
a director may serve. 

Stockholder Meetings and Actions by Written Consent  

Our  amended  and  restated  certificate  of  incorporation  that  will  become  effective  immediately  prior  to  the 
completion of this offering will provide that, for so long as our Class F common stock or Class T common stock 
remains outstanding, our stockholders may act by written consent with respect to certain actions, including any 
action to elect or remove directors. Although stockholders will have the ability to take these actions by written 
consent, we value the perspectives of all of our stockholders and, in accordance with the listing standards of the 
Nasdaq Global Select Market, we expect to hold an annual meeting of stockholders and to solicit the votes of 
holders of our Class A common stock in respect of relevant matters to be considered at such meeting, including 
the election of our directors who are not Class T directors.

Board Leadership

Our  board  of  directors  has  appointed  Daniela  Amodei  to  serve  as  Chairperson  of  the  Board.  As  Chairperson, 
Ms. Amodei will preside over meetings of our board of directors and stockholders, advise the Chief Executive 
Officer, and perform such other duties as specified in our amended and restated bylaws or as determined by our 
board of directors from time to time.

Our  board  of  directors  has  appointed  Reed  Hastings  to  serve  as  Lead  Independent  Director.  As  Lead 
Independent  Director,  Mr.  Hastings  will,  among  other  things,  preside  over  meetings  of  our  independent 
directors,  advise  the  Chairperson  on  the  scheduling  and  agenda  for  board  meetings  and  any  other  matters  of 
concern  to  the  independent  directors,  serve  as  a  liaison  between  the  Chairperson  and  the  independent 
directors, and perform such other duties as specified in our amended and restated bylaws or as determined by 
the independent directors from time to time. Our board of directors believes that having a Lead Independent 
Director is an important component of sound corporate governance and provides an effective check and balance 
to ensure that our board of directors can operate independently of management where appropriate, including 
with respect to performance evaluation and compensation matters.

Director Independence and Controlled Company Exemption

Our  board  of  directors  has  undertaken  a  review  of  the  independence  of  each  director.  Based  on  information 
provided  by  each  director  concerning  their  background,  employment,  and  affiliations,  our  board  of  directors 
has determined that Mr. Hastings, Mr. Liddell, Dr. Narasimhan and Ms. Razavi do not have a relationship that 
would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and 
that each of these directors is “independent” as that term is defined under the listing standards of the Nasdaq 
Global Select Market. In making these determinations, our board of directors considered the current and prior 
relationships that each non-employee director has with our company and all other facts and circumstances our 
board  of  directors  deemed  relevant  in  determining  their  independence,  including  the  beneficial  ownership  of 
our capital stock by each non-employee director, and the transactions involving them described in the section 
titled “Certain Relationships and Related Person Transactions.” 

We are considered a “controlled company” within the meaning of the Nasdaq Global Select Market corporate 
governance requirements because the LTBT, as the sole holder of our Class T common stock, generally has the 

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