NETFLIX INC, DEF 14A filed on 4/17/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name NETFLIX, INC.
Entity Central Index Key 0001065280
v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay-Versus-Performance
Table
The following table sets forth information concerning
pay-versus-performance
for our Principal Executive Officer (“PEO”) and other
non-PEO
Named Executive Officers (“NEOs”) prepared in accordance with Item 402(v) of Regulation
S-K
under the Exchange Act (the “Pay Versus Performance Rules”) for 2024, 2023, 2022, 2021, and 2020. For 2020-2022, Reed Hastings and Ted Sarandos served as
co-CEOs,
in 2023, each of Reed Hastings, Ted Sarandos and Greg Peters served as a
co-CEO
for part or all of 2023, and in 2024, Ted Sarandos and Greg Peters served as
co-CEOs,
and each of them is presented as a PEO for the year(s) served as a CEO.
As discussed in the Compensation Discussion and Analysis section above, target compensation for a given year is determined at the end of the prior year. The dollar amounts in the total column of the Summary Compensation Table and in the columns that begin with either “Summary Compensation Table” or “Average Summary Compensation Table” in the
Pay-Versus-Performance
Table reflect the grant date fair values with respect to stock options and other equity awards (if applicable) granted during the respective fiscal year, computed in accordance with generally accepted accounting principles in the U.S.
 
Year
  
Summary
Compensation
Table Total
for Reed
Hastings
($)
  
Summary
Compensation
Table Total
for Ted
Sarandos
($)
  
Summary
Compensation
Table Total
for Greg
Peters
($)
  
Compensation
Actually Paid
to Reed
Hastings
($)
(1)(5)
  
Compensation
Actually Paid
to Ted
Sarandos
($)
(1)(5)
  
Compensation
Actually Paid
To Greg
Peters
($)
(1)(5)
  
Average
Summary
Compensation
Table Total
for
Non-PEO

NEOs
($)
(2)
  
Average 
Compensation
 Actually Paid 
 to
Non-PEO 

 NEOs 
 ($)
(1)(2)(5)
 
       
Value of Initial Fixed
$100 Investment Based
On:
       
Net
Income
($ Millions)
  
F/X Neutral
Operating
Margin
(4)
 
Total
Shareholder
Return ($)
  
Peer Group
Total
Shareholder
Return ($)
(3)
2024
       —       61,922,397       60,272,574       —       117,146,823       112,547,114       13,970,130       21,788,762           275.46       158.48           8,712       26.4 %
2023
       11,290,411       49,834,936       40,117,124       13,536,949       57,780,177       46,723,963       10,980,792       10,980,792           150.47       118.93           5,408       20.9 %
2022
       51,073,237       50,299,296       —       51,073,237       50,299,296       —       16,336,478       16,336,478           91.13       81.50           4,492       20.0 %
2021
       40,823,725       38,232,164       —       40,823,725       38,232,164       —       12,097,270       12,097,270           186.19       134.41           5,116       21.6 %
2020
       43,226,024       39,318,251       —       43,226,024       39,318,251       —       12,392,648       12,392,648                 167.11       137.32                 2,761       19.9 %
 
(1)
  
Historically, we granted fully vested stock options to our Named Executive Officers, except the stock options granted to Messrs. Hastings, Sarandos and Peters as part of their 2023 compensation package had a
one-year
vesting period. We transitioned to the use of an equal mix of PSU awards and RSU awards for 2024 Named Executive Officer compensation to incorporate longer vesting periods and specific performance criteria in our equity awards. The Compensation Actually Paid amounts shown in the table reflect that the grant date value of options that were vested at the time of grant are the same as their fair value at vesting. For years where unvested awards were granted, Compensation Actually Paid tends to deviate more significantly from the corresponding Summary Compensation Table numbers.
 
(2)
  
The
non-PEO
NEOs for each of 2022, 2021 and 2020 were Messrs. Neumann, Peters and Hyman, and Ms. Whetstone. The
non-PEO
NEOs for 2023 were Messrs. Neumann, Hyman and Ezama, and Ms. Whetstone. The
non-PEO
NEOs for 2024 were Messrs. Neumann, Hyman and Hastings.
 
(3)
  
Represents the cumulative TSR of the RDG Internet Composite Index for each year.
 
(4)
  
We have determined that F/X Neutral Operating Margin is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure used to link “compensation actually paid” (CAP) to our Named Executive Officers, for the years ended December 31, 2023 and 2024, to company performance (the “Company Selected Measure” as defined in the Pay Versus Performance Rules).
 
(5)
  
The following table shows the adjustments from the Summary Compensation Table total compensation to calculate the CAP to our PEOs and Non-PEO NEOs in accordance with the Pay Versus Performance Rules in 2024. To the extent vested options were granted in an applicable year, there was no difference between the grant date fair value of such stock option awards as included in the Summary Compensation Table and the fair value of the stock option awards on the vesting date. No adjustments were made for defined benefit and actuarial pension plans because the Company does not have defined benefit or actuarial pension plans.
  
 
   
2024
  
 
   
Ted Sarandos
($)
  
Greg Peters
($)
  
Average for
Non-PEO

NEOs
($)
Summary Compensation Table (“SCT”) Total
        61,922,397       60,272,574       13,970,130
Minus
Amounts reported as “Option Awards” and “Stock Awards” in the SCT
        (44,960,939 )       (44,659,483 )       (8,748,399 )
Plus
the change as of the fiscal year end (from the end of the prior year) in Fair Value (whether positive or negative) of Equity Awards granted in a prior year that are outstanding and unvested as of the fiscal year end
        0       0       0
Plus
the Fair Value as of the vesting date for awards that were both granted and vested in the relevant year
(a)
        24,955,387       24,955,387       5,274,574
Plus
the change as of the vesting date (from the end of the prior year) in Fair Value (whether positive or negative) of Equity Awards granted in a prior year that vested during the relevant year
        17,335,443       14,793,653       1,060,447
Minus
the Fair Value as of the end of the prior year of awards that were forfeited during the relevant year
        0       0       0
Plus
the Fair Value as of the fiscal year end of Equity Awards Granted in the Year and Unvested as of the fiscal year end
(a)
        57,894,535       57,184,983       10,232,010
Equals
Compensation Actually Paid
        117,146,823       112,547,114       21,788,762
 
(a)
  
Because PSUs are earned based on achievement of a market condition, in computing these amounts with respect to PSUs, fair value as of fiscal year end is based on an updated market-based fair value using data through year end and fair value as of the vesting date is based on the market-based fair value as of the vesting date. There were no other assumptions made in the valuation of equity awards, including RSUs and stock options, that differ materially from those disclosed as of the grant date of such awards.
       
Company Selected Measure Name F/X Neutral Operating Margin        
Named Executive Officers, Footnote The
non-PEO
NEOs for each of 2022, 2021 and 2020 were Messrs. Neumann, Peters and Hyman, and Ms. Whetstone. The
non-PEO
NEOs for 2023 were Messrs. Neumann, Hyman and Ezama, and Ms. Whetstone. The
non-PEO
NEOs for 2024 were Messrs. Neumann, Hyman and Hastings. 		       
Peer Group Issuers, Footnote Represents the cumulative TSR of the RDG Internet Composite Index for each year.        
Adjustment To PEO Compensation, Footnote
(5)
  
The following table shows the adjustments from the Summary Compensation Table total compensation to calculate the CAP to our PEOs and Non-PEO NEOs in accordance with the Pay Versus Performance Rules in 2024. To the extent vested options were granted in an applicable year, there was no difference between the grant date fair value of such stock option awards as included in the Summary Compensation Table and the fair value of the stock option awards on the vesting date. No adjustments were made for defined benefit and actuarial pension plans because the Company does not have defined benefit or actuarial pension plans.
  
 
   
2024
  
 
   
Ted Sarandos
($)
  
Greg Peters
($)
  
Average for
Non-PEO

NEOs
($)
Summary Compensation Table (“SCT”) Total
        61,922,397       60,272,574       13,970,130
Minus
Amounts reported as “Option Awards” and “Stock Awards” in the SCT
        (44,960,939 )       (44,659,483 )       (8,748,399 )
Plus
the change as of the fiscal year end (from the end of the prior year) in Fair Value (whether positive or negative) of Equity Awards granted in a prior year that are outstanding and unvested as of the fiscal year end
        0       0       0
Plus
the Fair Value as of the vesting date for awards that were both granted and vested in the relevant year
(a)
        24,955,387       24,955,387       5,274,574
Plus
the change as of the vesting date (from the end of the prior year) in Fair Value (whether positive or negative) of Equity Awards granted in a prior year that vested during the relevant year
        17,335,443       14,793,653       1,060,447
Minus
the Fair Value as of the end of the prior year of awards that were forfeited during the relevant year
        0       0       0
Plus
the Fair Value as of the fiscal year end of Equity Awards Granted in the Year and Unvested as of the fiscal year end
(a)
        57,894,535       57,184,983       10,232,010
Equals
Compensation Actually Paid
        117,146,823       112,547,114       21,788,762
 
(a)
  
Because PSUs are earned based on achievement of a market condition, in computing these amounts with respect to PSUs, fair value as of fiscal year end is based on an updated market-based fair value using data through year end and fair value as of the vesting date is based on the market-based fair value as of the vesting date. There were no other assumptions made in the valuation of equity awards, including RSUs and stock options, that differ materially from those disclosed as of the grant date of such awards.
       
Non-PEO NEO Average Total Compensation Amount $ 13,970,130 $ 10,980,792 $ 16,336,478 $ 12,097,270 $ 12,392,648
Non-PEO NEO Average Compensation Actually Paid Amount $ 21,788,762 10,980,792 16,336,478 12,097,270 12,392,648
Adjustment to Non-PEO NEO Compensation Footnote
(5)
  
The following table shows the adjustments from the Summary Compensation Table total compensation to calculate the CAP to our PEOs and Non-PEO NEOs in accordance with the Pay Versus Performance Rules in 2024. To the extent vested options were granted in an applicable year, there was no difference between the grant date fair value of such stock option awards as included in the Summary Compensation Table and the fair value of the stock option awards on the vesting date. No adjustments were made for defined benefit and actuarial pension plans because the Company does not have defined benefit or actuarial pension plans.
  
 
   
2024
  
 
   
Ted Sarandos
($)
  
Greg Peters
($)
  
Average for
Non-PEO

NEOs
($)
Summary Compensation Table (“SCT”) Total
        61,922,397       60,272,574       13,970,130
Minus
Amounts reported as “Option Awards” and “Stock Awards” in the SCT
        (44,960,939 )       (44,659,483 )       (8,748,399 )
Plus
the change as of the fiscal year end (from the end of the prior year) in Fair Value (whether positive or negative) of Equity Awards granted in a prior year that are outstanding and unvested as of the fiscal year end
        0       0       0
Plus
the Fair Value as of the vesting date for awards that were both granted and vested in the relevant year
(a)
        24,955,387       24,955,387       5,274,574
Plus
the change as of the vesting date (from the end of the prior year) in Fair Value (whether positive or negative) of Equity Awards granted in a prior year that vested during the relevant year
        17,335,443       14,793,653       1,060,447
Minus
the Fair Value as of the end of the prior year of awards that were forfeited during the relevant year
        0       0       0
Plus
the Fair Value as of the fiscal year end of Equity Awards Granted in the Year and Unvested as of the fiscal year end
(a)
        57,894,535       57,184,983       10,232,010
Equals
Compensation Actually Paid
        117,146,823       112,547,114       21,788,762
 
(a)
  
Because PSUs are earned based on achievement of a market condition, in computing these amounts with respect to PSUs, fair value as of fiscal year end is based on an updated market-based fair value using data through year end and fair value as of the vesting date is based on the market-based fair value as of the vesting date. There were no other assumptions made in the valuation of equity awards, including RSUs and stock options, that differ materially from those disclosed as of the grant date of such awards.
       
Compensation Actually Paid vs. Total Shareholder Return LOGO        
Compensation Actually Paid vs. Net Income LOGO        
Compensation Actually Paid vs. Company Selected Measure LOGO        
Total Shareholder Return Vs Peer Group LOGO        
Tabular List, Table
Tabular List of Most Important Financial Performance Measures for Fiscal Year 2024
For the fiscal year ended December 31, 2024, the following represent the most important financial performance measures used by us to link compensation actually paid to our Named Executive Officers for fiscal year 2024 to company performance:
 
 
F/X Neutral Operating Margin
(1)
 
F/X Neutral Revenue
(1)
 
Company TSR relative to the TSR of the companies in the S&P 500
(2)
 
(1)
  
We used F/X Neutral Operating Margin and F/X Neutral Revenue as financial performance measures to link CAP to company performance, as these were the metrics used in the 2024 Performance Bonus Program. Both of these measures are
non-GAAP
financial measures. F/X Neutral Revenue was calculated assuming foreign exchange rates had remained constant with foreign exchange rates from each of the corresponding months of the prior-year period and for 2024, excludes the impact of hedging gains or losses realized as revenues and excludes revenues denominated in ARS. F/X Neutral Operating Margin was computed by dividing Adjusted Operating Profit by Adjusted Revenue. Adjusted Revenue is calculated using foreign exchange rates as of the beginning of the fiscal year, and for 2024, excludes the impact of hedging gains or losses realized as revenues from cash flow hedges entered into after January 1 and excludes revenues denominated in ARS. Adjusted Operating Profit is calculated as Adjusted Revenue less Adjusted Operating Expenses. Adjusted Operating Expenses was calculated using foreign exchange rates as of the beginning of the fiscal year, excluding the foreign exchange impact on content amortization as titles are amortized at a historical blended rate based on the timing of spend. The Company did not use financial performance measures to inform compensation for the Named Executive Officers in years prior to 2023, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
 
(2)
  
The PSUs granted to Named Executive Officers in fiscal year 2024 will vest based on our TSR performance relative to companies in the S&P 500.
Aside from the measures listed above, we did not use any financial performance measures to link CAP to company performance in fiscal year 2024.
       
Total Shareholder Return Amount $ 275.46 150.47 91.13 186.19 167.11
Peer Group Total Shareholder Return Amount 158.48 118.93 81.5 134.41 137.32
Net Income (Loss) $ 8,712,000,000 $ 5,408,000,000 $ 4,492,000,000 $ 5,116,000,000 $ 2,761,000,000
Company Selected Measure Amount 0.264 0.209 0.20 0.216 0.199
Measure:: 1          
Pay vs Performance Disclosure          
Name F/X Neutral Operating Margin        
Non-GAAP Measure Description
(1)
  
We used F/X Neutral Operating Margin and F/X Neutral Revenue as financial performance measures to link CAP to company performance, as these were the metrics used in the 2024 Performance Bonus Program. Both of these measures are
non-GAAP
financial measures. F/X Neutral Revenue was calculated assuming foreign exchange rates had remained constant with foreign exchange rates from each of the corresponding months of the prior-year period and for 2024, excludes the impact of hedging gains or losses realized as revenues and excludes revenues denominated in ARS. F/X Neutral Operating Margin was computed by dividing Adjusted Operating Profit by Adjusted Revenue. Adjusted Revenue is calculated using foreign exchange rates as of the beginning of the fiscal year, and for 2024, excludes the impact of hedging gains or losses realized as revenues from cash flow hedges entered into after January 1 and excludes revenues denominated in ARS. Adjusted Operating Profit is calculated as Adjusted Revenue less Adjusted Operating Expenses. Adjusted Operating Expenses was calculated using foreign exchange rates as of the beginning of the fiscal year, excluding the foreign exchange impact on content amortization as titles are amortized at a historical blended rate based on the timing of spend. The Company did not use financial performance measures to inform compensation for the Named Executive Officers in years prior to 2023, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name F/X Neutral Revenue        
Non-GAAP Measure Description
(1)
  
We used F/X Neutral Operating Margin and F/X Neutral Revenue as financial performance measures to link CAP to company performance, as these were the metrics used in the 2024 Performance Bonus Program. Both of these measures are
non-GAAP
financial measures. F/X Neutral Revenue was calculated assuming foreign exchange rates had remained constant with foreign exchange rates from each of the corresponding months of the prior-year period and for 2024, excludes the impact of hedging gains or losses realized as revenues and excludes revenues denominated in ARS. F/X Neutral Operating Margin was computed by dividing Adjusted Operating Profit by Adjusted Revenue. Adjusted Revenue is calculated using foreign exchange rates as of the beginning of the fiscal year, and for 2024, excludes the impact of hedging gains or losses realized as revenues from cash flow hedges entered into after January 1 and excludes revenues denominated in ARS. Adjusted Operating Profit is calculated as Adjusted Revenue less Adjusted Operating Expenses. Adjusted Operating Expenses was calculated using foreign exchange rates as of the beginning of the fiscal year, excluding the foreign exchange impact on content amortization as titles are amortized at a historical blended rate based on the timing of spend. The Company did not use financial performance measures to inform compensation for the Named Executive Officers in years prior to 2023, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
       
Measure:: 3          
Pay vs Performance Disclosure          
Name Company TSR relative to the TSR of the companies in the S&P 500        
Non-GAAP Measure Description
(2)
  
The PSUs granted to Named Executive Officers in fiscal year 2024 will vest based on our TSR performance relative to companies in the S&P 500.
       
Reed Hastings [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 0 $ 11,290,411 $ 51,073,237 $ 40,823,725 $ 43,226,024
PEO Actually Paid Compensation Amount $ 0 13,536,949 51,073,237 40,823,725 43,226,024
PEO Name Reed Hastings        
Ted Sarandos [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 61,922,397 49,834,936 50,299,296 38,232,164 39,318,251
PEO Actually Paid Compensation Amount $ 117,146,823 57,780,177 50,299,296 38,232,164 39,318,251
PEO Name Ted Sarandos        
Greg Peters [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 60,272,574 40,117,124 0 0 0
PEO Actually Paid Compensation Amount $ 112,547,114 $ 46,723,963 $ 0 $ 0 $ 0
PEO Name Greg Peters        
PEO | Ted Sarandos [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (44,960,939)        
PEO | Ted Sarandos [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 57,894,535        
PEO | Ted Sarandos [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Ted Sarandos [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 24,955,387        
PEO | Ted Sarandos [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 17,335,443        
PEO | Ted Sarandos [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Greg Peters [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (44,659,483)        
PEO | Greg Peters [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 57,184,983        
PEO | Greg Peters [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Greg Peters [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 24,955,387        
PEO | Greg Peters [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 14,793,653        
PEO | Greg Peters [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (8,748,399)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 10,232,010        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,274,574        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,060,447        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Equity Grant Practices
We generally grant equity awards to employees, including our Named Executive Officers, on a
pre-established
schedule and do not grant any form of equity compensation in anticipation of the release of material,
non-public
information. Similarly, we do not time the release of material,
non-public
information based on equity award grant dates.
Historically, a core component of our executive compensation program consisted of monthly stock option grants to our Named Executive Officers on a formulaic basis based on a stock option allocation amount that the Compensation Committee approved during the December of the prior calendar year. For example, the Compensation Committee approved the stock option allocation amount for each Named Executive Officer’s 2023 compensation in December 2022, with stock options for the 2023 compensation year granted beginning in February 2023 through January 2024. We granted stock options on the first trading day of each such month, with the number of options granted based on (a) the closing stock price on that trading day and (b) the stock option allocation amount approved in December 2022. Please see the discussion about stock options under the heading “Elements of the Prior Executive Compensation Program” in our proxy statement filed on April 18, 2024 for additional details about the formula we used to grant options.
In 2024, we transitioned from the stock option allocation program to granting RSUs and PSUs to our Named Executive Officers. Our Compensation Committee approved the target dollar value of the RSU and PSU grants to our Named Executive Officers in December 2023 and specified that the grant date for such awards be the second business day following the January 2024 earnings release. In December 2023, the Compensation Committee also approved the formula for converting the target dollar value of the RSU and PSU grants into a number of RSUs and PSUs.
During 2024, we did not grant options to our Named Executive Officers during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form
8-K
that discloses material,
non-public
information.
Award Timing Method We generally grant equity awards to employees, including our Named Executive Officers, on a
pre-established
schedule and do not grant any form of equity compensation in anticipation of the release of material,
non-public
information. Similarly, we do not time the release of material,
non-public
information based on equity award grant dates.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered During 2024, we did not grant options to our Named Executive Officers during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form
8-K
that discloses material,
non-public
information.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true