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Compensation Committee Interlocks and Insider Participation 

None of the members of our compensation committee is or has been an officer or employee of our company. 
None  of  our  executive  officers  currently  serves,  or  in  the  past  year  has  served,  as  a  member  of  the  board  of 
directors or compensation committee (or other board committee performing equivalent functions) of any entity 
that has one or more of its executive officers serving on our board of directors or compensation committee. See 
the section titled “Certain Relationships and Related Person Transactions” for more information about related 
person transactions involving members of our compensation committee or their affiliates. 

Non-Employee Director Compensation 

Mr.  Hastings,  Ms.  Razavi,  and  our  employee  directors,  Dr.  Amodei  and  Ms.  Amodei,  did  not  receive  any 
compensation for their services as directors for the year ended December 31, 2025. The compensation received 
by  Dr.  Amodei  and  Ms.  Amodei  as  employees  is  set  forth  in  the  section  titled  “Executive  Compensation—
Summary Compensation Table.”

The following table provides information regarding the compensation of our non-employee directors for service 
as directors for the year ended December 31, 2025:

Name(1)
Reed Hastings
Jay Kreps(2)
Christopher Liddell(3)
Vas Narasimhan(4)
Yasmin Razavi

Fees Earned 
or Paid in 
Cash ($)

Total ($)

—

—

200,000

200,000

—

—

—

—

—

—

______________
(1) None of our non-employee directors held any outstanding equity awards as of December 31, 2025. 
(2) Mr. Kreps resigned from our board of directors in May 2026.
(3) Mr. Liddell joined our board of directors in February 2026.
(4) Dr. Narasimhan joined our board of directors in April 2026.

Prior  to  this  offering,  we  did  not  have  a  formal  policy  with  respect  to  compensation  payable  to  our  non-
employee directors for service as directors.

Non-Employee Director Compensation Policy

In  September  2026,  our  board  of  directors  adopted,  and  our  stockholders  approved,  a  formal  compensation 
policy  for  our  non-employee  directors  (the  “Director  Compensation  Policy”),  which  will  become  effective  the 
day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a 
part. 

Following the effectiveness of our Director Compensation Policy, each non-employee director will receive cash 
and  equity  compensation  for  board  services  as  described  below.  We  also  will  reimburse  our  non-employee 
directors  for  reasonable,  customary,  and  properly  documented  expenses  for  travel  to  board  and  committee 
meetings.

Cash Compensation

Non-employee directors will be entitled to receive the following cash compensation for their services:

•

•

•

•

$100,000 per year for service as a board member;

$75,000 per year for service as non-executive chair of the board of directors (if applicable);

$60,000 per year for service as lead independent director (if applicable);

$40,000 per year for service as chair of the audit committee;

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