SEC Form DEF 14A filed by Meta Platforms Inc.

4/17/25 5:08:22 PM ET

$META

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meta-20250417

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

____________________________________________

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Meta Platforms, Inc.

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Table of Contents




INTRODUCTION						Page No.

Letters to Our Shareholders						2
Notice of Annual Meeting						4
Proxy Statement Summary						5

CORPORATE GOVERNANCE

Director Nominees and Executive Officers						13
Proposal One: Election of Directors						27
Corporate Governance						28
Responsible Business Practices						36
Shareholder Engagement						36
Related Party Transactions						38
Report of the Audit & Risk Oversight Committee						39
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm						40

COMPENSATION AND SECURITY OWNERSHIP

Proposal Three: Approval of the 2025 Equity Incentive Plan						41
Proposal Four: Advisory Vote on the Compensation Program of our Named Executive Officers						45
Proposal Five: Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation						45
Executive Compensation, Including Compensation Discussion and Analysis						46
Report of the Compensation, Nominating & Governance Committee						66
Director Compensation						67
Security Ownership of Certain Beneficial Owners and Management						70

SHAREHOLDER PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

Shareholder Proposals						73
Proposal Six : Shareholder Proposal Regarding Dual Class Capital Structure						73
Proposal Seven: Shareholder Proposal Regarding Disclosure of Voting Results Based on Class of Shares						75
Proposal Eight: Shareholder Proposal Regarding Report on Hate Targeting Marginalized Communities						77
Proposal Nine: Shareholder Proposal Regarding Report on Child Safety Impacts and Actual Harm Reduction to Children						78
Proposal Ten: Shareholder Proposal Regarding Report on Risks of Deepfakes in Online Child Exploitation						82
Proposal Eleven: Shareholder Proposal Regarding Report on AI Data Usage Oversight						85
Proposal Twelve : Shareholder Proposal Regarding GHG Emissions Reduction Actions						87
Proposal Thirteen : Shareholder Proposal Regarding Bitcoin Treasury Assessment						89
Proposal Fourteen : Shareholder Proposal Regarding Report on Data Collection and Advertising Practices						91

INFORMATION ABOUT THE ANNUAL MEETING

Questions and Answers about the Proxy Materials and the Annual Meeting						93
Other Matters						98

Appendix A: 2025 Equity Incentive Plan						99




To Our Shareholders

I'd like to invite you to attend the 2025 Annual Meeting of Shareholders of Meta Platforms, Inc. to be held virtually on May 28, 2025, at 10:00 a.m. Pacific Time. We'll begin the meeting with the items of business described in this proxy statement, including the election of directors, ratification of the appointment of our independent registered public accounting firm, approval of our 2025 Equity Incentive Plan, advisory vote on the compensation of our named executive officers, advisory vote on the frequency with which we will conduct an advisory vote on the compensation of our named executive officers, and consideration of shareholder proposals. We'll also provide a company update and hold a question and answer session at the meeting. You can submit a question in advance of the meeting by visiting www.proxyvote.com, and you can also submit a question at any time during the meeting by visiting www.virtualshareholdermeeting.com/META2025. I'm excited to welcome Patrick Collison, John Elkann, Dina Powell McCormick, Charles Songhurst, and Dana White to our board of directors. They bring depth of experience and perspective that will help us support the people and businesses that rely on our services and tackle the massive opportunities ahead with AI, wearables, and the future of human connection.
						Thank you for your continued investment in Meta. We hope your shares will be represented at the Annual Meeting. Mark Zuckerberg, Founder, Chairman, and Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 28, 2025: THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT www.proxyvote.com


2 \| 2025 Proxy Statement



Fellow Shareholders,

Meta is focused on its mission to build the future of human connection and the technology that makes it possible. Over the past year, the board of directors worked closely with management as the company navigated a dynamic business and technology landscape. Meta remains committed to the fundamental principles of ambitious innovation and free expression as the company works to bring new and engaging experiences to its community around the world. On behalf of the entire board, I would like to share some 2024 highlights from the board's governance and oversight work: •We provided active oversight of strategy, risks, and opportunities for Meta's evolving business. In the past year, Meta delivered strong business performance, with 2024 revenue up 22% from 2023. The company remains focused on operating efficiently while investing in company priorities, and continued to make progress on its artificial intelligence initiatives, including through ongoing enhancements to advertising tools and content recommendations across the family of apps, as well as expanded adoption of the Meta AI assistant, Ray-Ban Meta AI glasses, and its open source Llama models. The board worked closely with management to oversee evolving business strategies as well as product development and compliance, with a focus on the company's key risks and opportunities. •We focused on board effectiveness, refreshment, and independence. We have continued to refresh our board with the addition of new independent directors, including the elections of Patrick Collison, John Elkann, Dina Powell McCormick, Charles Songhurst, and Dana White, who have a broad range of skills and experiences in both the public and private sectors in the United States and abroad. They will contribute valuable insights as the company's business and products continue to evolve. •We remain committed to delivering value for shareholders and understanding shareholder perspectives. The board remains focused on the responsibility we have to our shareholders. Meta maintains a robust shareholder engagement program, and feedback from shareholder conversations is shared with the board and relevant committees.
						Together with my fellow board members, I thank you for your support of Meta and look forward to continuing our important work as stewards of the company. Sincerely, Robert M. Kimmitt, Lead Independent Director


						2025 Proxy Statement \| 3

Notice of Annual Meeting of Shareholders to be held on May 28, 2025

Date and Time

May 28, 2025

10:00 a.m. Pacific Time

Place

The 2025 Annual Meeting of Shareholders (Annual Meeting) of Meta Platforms, Inc. will be a virtual meeting of shareholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting

www.virtualshareholdermeeting.com/META2025.

Record Date

April 1, 2025

We are holding the Annual Meeting for the following purposes, which are more fully described in the proxy statement accompanying this Notice:


•To elect the fifteen directors nominated by our board of directors, all of whom are currently serving on our board of directors, each to serve until the next annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.
•To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
•To approve our 2025 Equity Incentive Plan.
•To hold a non-binding advisory vote on the compensation program for our named executive officers as disclosed in the proxy statement accompanying this Notice.
•To hold a non-binding advisory vote on the frequency with which we will conduct a non-binding advisory vote on the compensation program for our named executive officers.
•To consider and vote upon nine shareholder proposals, if properly presented.
•To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Only shareholders of record at the close of business on April 1, 2025 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials (Notice), proxy statement and form of proxy are being distributed and made available on the internet on or about April 17, 2025.

By Order of the Board of Directors,


Katherine R. Kelly
Vice President and Corporate Secretary
Menlo Park, California

Whether or not you expect to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail.


4 \| 2025 Proxy Statement



			Give People a Voice			People deserve to be heard and to have a voice—even when that means defending the right of people we disagree with.


			Build Connection and Community			Our services help people connect, and when they're at their best, they bring people closer together.


			Serve Everyone			We work to make technology accessible to everyone, and our business model is ads so our services can be free.


			Keep People Safe and Protect Privacy			We have a responsibility to promote the best of what people can do together by keeping people safe and preventing harm.


			Promote Economic Opportunity			Our tools help level the playing field so businesses grow, create jobs and strengthen the economy.



			Move Fast			Move Fast helps us to build and learn faster than anyone else. This means acting with urgency and not waiting until next week to do something we could do today. We continuously work to speed up our highest priority initiatives by methodically removing barriers that get in the way. It's about moving fast in one direction together as a company and as individuals.


			Focus on Long-Term Impact			Focus on Long-Term Impact emphasizes long-term thinking that encourages us to extend the timeline for the impact we have, rather than optimizing for near-term wins. We should take on the challenges that will be the most impactful, even if the full results won't be seen for years.


			Build Awesome Things			Build Awesome Things pushes us to ship things that are not just good, but also awe-inspiring. We've already built technologies that are useful to billions of people. In our next chapter we'll focus more on inspiring them as well, in everything we do.


			Live in the Future			Live in the Future guides us to build the future of work that we want, with an in-person focus designed to support a strong, valuable experience for our people who work from the office, and a thoughtful and intentional approach to where we invest in remote work. This also means being early adopters of the future products we build to help people feel present together wherever they are.


			Be Direct and Respect Your Colleagues			Be Direct and Respect Your Colleagues is about creating a culture where we are straightforward and willing to have hard conversations with each other. At the same time, we are also respectful and when we share feedback we recognize that many of the world's leading experts work here.


			Meta, Metamates, Me			Meta, Metamates, Me is about being stewards of our company and our mission. We have a sense of responsibility for our collective success and to each other as teammates. It's about taking care of our company and each other.


Name	Director Since	Primary Employment	Independent
Peggy Alford	2019	Former Executive Vice President, Global Sales, PayPal Holdings	ü
Marc L. Andreessen	2008	Co-founder and General Partner, Andreessen Horowitz	ü
John Arnold	2024	Co-founder and Co-chair, Arnold Ventures	ü
Patrick Collison	2025	Co-founder and Chief Executive Officer, Stripe	ü
John Elkann	2024	Chief Executive Officer, Exor	ü
Andrew W. Houston	2020	Co-founder and Chief Executive Officer, Dropbox	ü
Nancy Killefer	2020	Retired Senior Partner, McKinsey & Company	ü
Robert M. Kimmitt	2020	Senior International Counsel, WilmerHale	ü
Dina Powell McCormick	2025	Vice Chair, President & Head of Global Client Services, BDT & MSD Partners	ü
Charles Songhurst	2024	Technology Investor	ü
Hock E. Tan	2024	President and Chief Executive Officer, Broadcom	ü
Tracey T. Travis	2020	Executive Vice President and Senior Advisor to the Chief Executive Officer, The Estée Lauder Companies	ü
Dana White	2024	President and Chief Executive Officer, Ultimate Fighting Championship	ü
Tony Xu	2022	Co-founder and Chief Executive Officer, DoorDash	ü
Mark Zuckerberg	2004	Founder, Chairman, and Chief Executive Officer, Meta


2024 Shareholder Engagement Overview(1)

Over 60 Shareholders Engaged						Representing Over 40% of Outstanding Shares Engaged




Objectives •Attract the top talent in our leadership positions and motivate our executives to deliver the highest level of individual and team impact and results •Encourage our executives to focus on our company priorities •Ensure each of our executives receives a total compensation package that encourages his or her long-term retention •Reward high levels of impact with commensurate levels of compensation •Align the interests of our executives with those of our shareholders in the overall success of our company by emphasizing long-term incentives


Design •Program is heavily weighted towards equity compensation in the form of restricted stock units, with cash compensation that is generally below market relative to executive cash compensation at our peer companies •Annual cash incentives are designed to motivate executive officers to focus on our company priorities and reward them for company results and achievements •Service-based vesting conditions for equity awards •Our CEO continues to receive a base salary of $1 per year in addition to his overall security program, and he does not participate in the annual bonus plan or receive additional equity awards


Compensation Best Practices •Our compensation, nominating & governance committee is comprised of solely independent directors and advised by an independent compensation consultant •Annual review and approval of our compensation strategy by the compensation, nominating & governance committee, including a review of our compensation-related risk profile •Pay philosophy heavily weighted towards equity compensation to best align executive officer interests with the long-term interests of shareholders •Robust stock ownership guidelines that require our executive officers to maintain significant ownership of our common stock


Proposal	Board Voting Recommendation	Rationale
Management Proposals:
1. The election of fifteen directors (page 27)	FOR each nominee	•Slate of highly qualified director nominees with broad and diverse backgrounds, experiences, and skill sets aligned to Meta's unique business.
2. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (page 40)	FOR	•The audit & risk oversight committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm. •Ernst & Young LLP is an independent accounting firm with the breadth of expertise and knowledge necessary to effectively audit Meta’s financial statements.
3. The approval of our 2025 Equity Incentive Plan (page 41)	FOR	•Our broad-based use of equity has been a key facet of our people practices and enables our employees to be owners of the company and committed to our long-term success. •We believe the 2025 Equity Incentive Plan is a key element of the board and management team’s strategy to align our employees’ interests with those of shareholders and motivate employees to help drive long-term growth and shareholder value.
4. Advisory vote on the compensation program for our named executive officers (page 45)	FOR	•Our compensation, nominating & governance committee and board of directors believe that these policies and practices are effective in implementing our compensation philosophy and in achieving our goals.
5. Advisory vote on the frequency with which we will conduct a non-binding advisory vote on the compensation program for our named executive officers (page 45)	THREE YEARS	•A substantial portion of executive compensation is in the form of long-term equity awards with performance periods of greater than three years. Triennial votes will allow our shareholders to evaluate the effectiveness of such long-term compensation strategies and related business outcomes of our company for the corresponding period, while avoiding over-emphasis on short-term variations in compensation and business results. •We believe a triennial vote complements our goal of creating a compensation program that enhances long-term shareholder value.


Mark Zuckerberg - Founder, Chairman, and Chief Executive Officer

Director Since: 2004 Age: 40 Meta Committees: None			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Mr. Zuckerberg should serve as a member of our board of directors due to the perspective and experience he brings as our founder and CEO, and as our largest and controlling shareholder •Mr. Zuckerberg's vision and tenure as our founder, CEO, and Chairman provide our board of directors with unique and invaluable experience and understanding of our company’s priorities and the needs of the people and businesses that use our services Professional Experience: •Meta Platforms, Inc. Founder & Chief Executive Officer (2004-present) Chairman of the board of directors (2012-present) Other Current Public Company Directorships: •None Former Public Company Directorships Held in the Past Five Years: •None Education: •Attended Harvard University (studied computer science)


Robert M. Kimmitt - Lead Independent Director

Director Since: 2020 Age: 77 Meta Committees: Privacy & Product Compliance			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Ambassador Kimmitt should serve as a member of our board of directors due to his distinguished public service and experience with legal, regulatory, compliance, and public policy issues, his finance experience, and his extensive private and public sector leadership, including prior service on other public company boards of directors •Ambassador Kimmitt's legal and compliance experience, prior service in senior U.S. government roles and on outside boards, and international experience provide our board of directors with relevant skills and perspective to navigate the challenges of the dynamic regulatory and geopolitical environments, execute on our strategic priorities, and provide effective oversight of management Professional Experience: •Wilmer Cutler Pickering Hale and Dorr LLP (international law firm) Senior International Counsel (2009-present) •U.S. Department of the Treasury Deputy Secretary (2005-2009) General Counsel (1985-1987) •Time Warner Inc. Executive Vice President of Global Public Policy (2001-2005) •Commerce One Vice Chairman & President (2000-2001) •Wilmer Cutler & Pickering Partner (1997-2000) •Lehman Brothers Managing Director (1993-1997) •United States Ambassador to Germany (1991-1993) •Under Secretary of State for Political Affairs (1989-1991) •Sidley & Austin LLP Partner (1987-1989) •National Security Council Executive Secretary & General Counsel (1983-1985) Other Current Public Company Directorships: •None Former Public Company Directorships Held in the Past Five Years: •None Education: •United States Military Academy at West Point (B.S.) •Georgetown University Law Center (J.D.) Military Service: •Ambassador Kimmitt is a decorated combat veteran of the Vietnam War and attained the rank of Major General in the U.S. Army Reserve


Peggy Alford - Independent Director

Director Since: 2019 Age: 53 Meta Committees: Compensation, Nominating & Governance (Chair) Audit & Risk Oversight Privacy & Product Compliance			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Ms. Alford should serve as a member of our board of directors due to her extensive leadership, business, and compliance experience, as well as her experience with finance and product development •Ms. Alford's global business, leadership, and compliance experience in both operational and financial oversight roles, as well as her experience as a senior executive within the technology industry, provide our board of directors with insights related to our sector that are relevant to our evolving strategy, business, and operations Professional Experience: •PayPal Holdings, Inc. (digital payments company) Executive Vice President, Global Sales (2020-2024) Senior Vice President, Core Markets (2019-2020) Various other positions (2011-2017) •Chan Zuckerberg Initiative (philanthropic organization) Chief Financial Officer & Head of Operations (2017-2019) •Rent.com (an eBay Inc. company) President & General Manager (2007-2011) Chief Financial Officer (2005-2009) •eBay Inc. Marketplace Controller and Director of Accounting Policy (2002-2005) Other Current Public Company Directorships: •None Former Public Company Directorships Held in the Past Five Years: •The Macerich Company Education: •University of Dayton (B.S. in accounting and business administration)


Proposal	Board Voting Recommendation	Rationale
10. A shareholder proposal regarding report on risks of deepfakes in online child exploitation (page 82)	AGAINST	•Meta’s Community Standards clearly prohibit content or activity that sexually exploits or endangers children, including deepfakes. •Meta has invested in enhanced child safety tools and works closely with internal and external stakeholders to fight child sexual exploitation and improve policies and enforcement around online safety issues. •In April 2024, we signed on to principles set by Thorn and All Tech is Human, along with Google, Microsoft, Amazon, OpenAI and others, to address issues around AI-generated CSAM and child sexual exploitation material (CSEM). •We report on actions we take against child sexual exploitation, abuse, and nudity in our Transparency Center. •The board of directors provides oversight over our efforts in this area primarily through the privacy & product compliance committee. •Given our ongoing efforts to address this topic, the board of directors believes the requested report is unnecessary and would not provide additional benefit to shareholders in light of our existing practices, and disclosures regarding child safety.
11. A shareholder proposal regarding report on AI data usage oversight (page 85)	AGAINST	•Protecting people’s privacy is core to how we build technology, including AI. •We have strong privacy practices that address how we use information for both AI and generative AI models and features. •We collaborate extensively with internal and external stakeholders on our AI data practices to help address key issues around the use of data in our models. •The board of directors, primarily through the privacy & product compliance committee, oversees our AI data practices. •Given our ongoing efforts to address this topic, the board of directors believes the requested report is unnecessary and would not provide additional benefit to our shareholders.
12. A shareholder proposal regarding GHG emissions reduction actions (page 87)	AGAINST	•We have matched our operational electricity consumption with 100% clean and renewable energy since 2020. •We design and operate some of the most sustainable data centers in the industry, and promote data center sustainability by prioritizing energy efficiency and clean and renewable energy. •We continue to prioritize matching our electricity use with 100% renewable energy by adding new projects to local grids. •Our board’s audit & risk oversight committee receives updates on our environmental and sustainability strategy. •Given our existing efforts, the board of directors believes that the additional request is unnecessary.


Proposal	Board Voting Recommendation	Rationale
13. A shareholder proposal regarding Bitcoin treasury assessment (page 89)	AGAINST	•Meta utilizes a thorough decision-making process that considers many types of investable assets. •This requested assessment is unnecessary given Meta’s existing processes to manage its corporate treasury.
14. A shareholder proposal regarding report on data collection and advertising practices (page 91)	AGAINST	•We take privacy seriously and have invested over $8 billion since 2019 in a rigorous privacy program that is designed to identify and address privacy risks early and embed privacy into our products from the start. •Our Privacy Center provides answers to common privacy questions, information about how we use data, and links to tools that allow people who use our technologies and programs to protect their own privacy. •We provide users with a variety of tools to view, manage, control, and download their personal information. •We regularly report on our privacy progress. •Given our ongoing efforts to address this topic, the board of directors believes that the requested report is unnecessary and would not provide additional benefit to our shareholders.


Marc L. Andreessen - Independent Director

Director Since: 2008 Age: 53 Meta Committees: Compensation, Nominating & Governance			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Mr. Andreessen should serve as a member of our board of directors due to his extensive leadership and business experience as an internet entrepreneur, venture capitalist, and technologist, as well as his service on numerous public and private boards of directors •Mr. Andreessen's finance and investment expertise, as well as his extensive leadership, business, technology, and entrepreneurship experience, support our strategic and operational decision-making Professional Experience: •Andreessen Horowitz (venture capital firm) Co-founder & General Partner (2009-present) •Opsware, Inc. (formerly known as Loudcloud Inc.) Co-founder & Chairman of the board of directors (1999-2007) •America Online, Inc. Chief Technology Officer (1999) •Netscape Communications Corporation Co-founder & various other positions, including Chief Technology Officer & Executive Vice President of Products (1994-1999) Other Current Public Company Directorships: •Coinbase Global, Inc. •Samsara Inc. Former Public Company Directorships Held in the Past Five Years: •None Education: •University of Illinois Urbana-Champaign (B.S. in computer science)


John Arnold - Independent Director

Director Since: 2024 Age: 51 Meta Committees: Audit & Risk Oversight			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Mr. Arnold should serve as a member of our board of directors due to his extensive leadership and business experience as an entrepreneur, as well as his financial expertise and experience as an investor, including serving as a founder and chief executive officer of a multi-billion dollar energy-focused investment fund •Mr. Arnold's extensive leadership experience, as well as his experience as an investor, provide our board of directors with expertise to support oversight of corporate strategy and decision-making Professional Experience: •Arnold Ventures (philanthropic organization) Co-founder & Co-Chair (2006-present) •Grid United (energy infrastructure company) Co-founder & Chairman (2021-present) •Centaurus Capital, LLC (investment fund) Founder & Principal (2006-present) •Centaurus Energy, LLC Founder & CEO (2002-2012) •Enron Vice President (1995-2002) Other Current Public Company Directorships: •None Former Public Company Directorships Held in the Past Five Years: •None Education: •Vanderbilt University (B.A. in math and economics)


Patrick Collison - Independent Director

Director Since: 2025 Age: 36 Meta Committees: None			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Mr. Collison should serve as a member of our board of directors due to his extensive leadership, entrepreneurship, and business experience as chief executive officer of a large technology company, as well as his experience with product innovation and development •Mr. Collison's extensive leadership, entrepreneurship, business, technology, and product innovation and development experience, as well as his deep understanding of the dynamics of our industry as chief executive officer and co-founder of a large technology company, provide our board of directors with insights related to the management of technology companies and dynamics of a founder-led company Professional Experience: •Stripe, Inc. (global financial infrastructure platform) Chief Executive Officer & member of the board of directors (2010-present) •Meta Platforms, Inc. Member of Meta Advisory Group (2024-2025) Other Current Public Company Directorships: •None Former Public Company Directorships Held in the Past Five Years: •None Education: •Attended Massachusetts Institute of Technology (studied mathematics and physics)


John Elkann - Independent Director

Director Since: 2024 Age: 49 Meta Committees: None			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Mr. Elkann should serve as a member of our board of directors due to his extensive leadership and global business experience as chief executive officer of one of the largest European investment companies, as well as his experience with business strategy and development at multinational consumer product companies •Mr. Elkann's global experience and long-term perspective, as well as his service on other public company boards of directors, provide our board of directors with insights to oversee our corporate strategy as a large, global technology company Professional Experience: •Exor N.V. (investment holding company) Chief Executive Officer & Director (2011-present) Chairman (2009-2022) •Stellantis N.V. (global automaker and provider of mobility solutions) Executive Chair & Director (2021-present) •Ferrari N.V. (luxury sports car manufacturer) Executive Chair & Director (2018-present) Other Current Public Company Directorships: •Exor N.V. •Stellantis N.V. •Ferrari N.V. and Ferrari S.p.A. Former Public Company Directorships Held in the Past Five Years: •GEDI Gruppo Editoriale S.p.A. •Fiat Chrysler Automobiles N.V. Education: •Lycée Victor Duruy (Scientific baccalauréat) •Politecnico di Torino (Degree in engineering)


Andrew W. Houston - Independent Director

Director Since: 2020 Age: 42 Meta Committees: Compensation, Nominating & Governance			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Mr. Houston should serve as a member of our board of directors due to his extensive leadership, entrepreneurship, and business experience as chief executive officer of a large technology company, as well as his experience with product innovation and development •Mr. Houston's extensive leadership, entrepreneurship, business, technology, and product innovation and development experience, as well as his deep understanding of the dynamics of our industry as chief executive officer and founder of a large technology company, provide our board of directors with insights related to the management of technology companies and dynamics of a founder-led company Professional Experience: •Dropbox, Inc. (global collaboration platform) Chief Executive Officer & Chairman of the board of directors (2007-present) Other Current Public Company Directorships: •Dropbox, Inc. Former Public Company Directorships Held in the Past Five Years: •None Education: •Massachusetts Institute of Technology (B.S. in electrical engineering and computer science)


Nancy Killefer - Independent Director

Director Since: 2020 Age: 71 Meta Committees: Audit & Risk Oversight Privacy & Product Compliance (Chair)			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Ms. Killefer should serve as a member of our board of directors due to her extensive leadership and compliance experience in both the public and private sector, as well as her finance experience and extensive service on other boards of directors •Ms. Killefer provides our board of directors with strong oversight gained through her experience as a trusted advisor and strategist working with leaders of corporations and governments, as well as relevant skills and perspectives to navigate the challenges of the dynamic regulatory and geopolitical environments Professional Experience: •McKinsey & Company (international management consulting firm) Senior Partner (1992-2013) Governing Board Member (2000-2006 and 2007-2013) Head and Founder of global public sector practice (2005-2012) Head of Washington, D.C. office (2000-2007) Various other positions (1979-1992) •U.S. Department of the Treasury Assistant Secretary for Management, Chief Financial Officer & Chief Operating Officer (1997-2000) •IRS Oversight Board Member (2000-2005) Chair (2002-2004) Other Current Public Company Directorships: •Cardinal Health, Inc. •Certara, Inc. Former Public Company Directorships Held in the Past Five Years: •Natura & Company •Taubman Centers, Inc. Education: •Vassar College (B.A. in economics) •Massachusetts Institute of Technology (M.S.M. in finance)


Dina Powell McCormick - Independent Director

Director Since: 2025 Age: 51 Meta Committees: None			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Ms. Powell McCormick should serve as a member of our board of directors due to her extensive leadership experience in both the public and private sector, as well as her geopolitical, national security, and economic expertise •Ms. Powell McCormick's extensive financial and investment experience, as well as her service in diplomatic and national security roles, provide our board of directors with relevant skills and perspective to navigate the challenges of the dynamic regulatory and geopolitical environments and execute on our strategic priorities Professional Experience: •BDT & MSD Partners (advisory and investment platform) Vice Chair, President & Head of Global Client Services (2023-present) •The Goldman Sachs Group Inc. (global financial institution) Member of Management Committee (2018-2023) Global Head of Sovereign Investment Banking Business (2018-2023) President, Goldman Sachs Foundation & Head of Impact Investment Business (2007-2016) •Executive Office of the President Deputy National Security Advisor & Assistant to the President (2017-2018) Assistant to the President, Presidential Personnel (2003-2005) Deputy Assistant to the President, Presidential Personnel (2001-2003) •U.S. Department of State Assistant Secretary of State (2005-2007) Other Current Public Company Directorships: •Exxon Mobil Corporation Former Public Company Directorships Held in the Past Five Years: •None Education: •University of Texas at Austin (B.A. in humanities)


Charles Songhurst - Independent Director

Director Since: 2024 Age: 46 Meta Committees: None			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Mr. Songhurst should serve as a member of our board of directors due to his extensive experience in technology, including enterprise Software as a Service (SaaS), AI, and deep tech, and his ability to provide strategic insights into market trends and innovation •Mr. Songhurst's extensive experience in technology investment and corporate strategy, as well as his deep understanding of mergers and acquisition processes and integration strategies, provide our board of directors with insights in strategic direction and oversight Professional Experience: •Technology Investor (2013-present) •Meta Platforms, Inc. Member of Meta Advisory Group (2024-2024) •Microsoft Corporation General Manager of Global Corporate Strategy (2009-2013) General Manager (2005-2009) Other Current Public Company Directorships: •None Former Public Company Directorships Held in the Past Five Years: •None Education: •University of Oxford (B.A. in politics, philosophy and economics)


Hock E. Tan - Independent Director

Director Since: 2024 Age: 73 Meta Committees: Audit & Risk Oversight			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Mr. Tan should serve as a member of our board of directors due to his extensive leadership, global business, and compliance experience as chief executive officer of a large multinational company, as well as his experience with technology, innovation, and business development •Mr. Tan's extensive leadership, global business, compliance, technology, innovation, and business development experience provides our board of directors with critical insights to oversee our business operations, capital planning, risk oversight, and corporate strategy as a large, global technology company Professional Experience: •Broadcom Inc. (semiconductor and infrastructure software company) President, Chief Executive Officer & Director (2006-present) •The President's National Security and Telecommunications Advisory Committee Member (2020-present) •Integrated Device Technology, Inc. Chairman of the board of directors (2005-2008) •Integrated Circuit Systems, Inc. President & Chief Executive Officer (1999-2005) Chief Operating Officer (1996-1999) Senior Vice President & Chief Financial Officer (1995-1999) •Commodore International, Ltd. Vice President of Finance (1992-1994) •Pacven Investment, Ltd. Co-founder & Managing Director (1988-1992) •Hume Industries Ltd. Managing Director (1983-1988) Other Current Public Company Directorships: •Broadcom Inc. Former Public Company Directorships Held in the Past Five Years: •None Education: •Harvard University (M.B.A.) •Massachusetts Institute of Technology (B.S. and M.S.)


Tracey T. Travis - Independent Director

Director Since: 2020 Age: 62 Meta Committees: Audit & Risk Oversight (Chair)			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Ms. Travis should serve as a member of our board of directors due to her extensive leadership and business experience, including service on other boards of directors, as well as her financial expertise and experience with consumer products •Ms. Travis' global business and financial experience as a chief financial officer of multiple global companies provides our board of directors with extensive financial and operational expertise to support oversight of our evolving strategy, capital allocation practices, and international presence Professional Experience: •The Estée Lauder Companies Inc. (manufacturer and marketer of skin care, makeup, fragrance, and hair care products) Executive Vice President & Senior Advisor to the Chief Executive Officer (2024-present) Executive Vice President & Chief Financial Officer (2012-2024) •Ralph Lauren Corporation Senior Vice President & Chief Financial Officer (2005-2012) •Limited Brands Senior Vice President of Finance (2002-2004) •Intimate Brands Inc. Chief Financial Officer (2001-2002) •Americas Group of American National Can Group, Inc. Chief Financial Officer (1999-2001) •PepsiCo/Pepsi Bottling Group Various positions (1989-1999) Other Current Public Company Directorships: •Accenture plc •Hyatt Hotels Corporation Former Public Company Directorships Held in the Past Five Years: •None Education: •University of Pittsburgh (B.S.E. in industrial engineering) •Columbia University (M.B.A. in finance and operations)

SEC Form DEF 14A filed by Meta Platforms Inc.

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Leadership Updates


Dana White - Independent Director

Director Since: 2024 Age: 55 Meta Committees: None			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Mr. White should serve as a member of our board of directors due to his extensive leadership and business experience as president and chief executive officer of the world's leading mixed martial arts organization, including his experience in driving growth, brand expansion, and user engagement •Mr. White's experience in scaling a global sports, media, and entertainment business, including his expertise in digital content distribution and building brands, provide our board of directors with insights relevant to our evolving strategy, business, and operations Professional Experience: •Ultimate Fighting Championship (mixed martial arts organization) President and Chief Executive Officer (2001-present) Other Current Public Company Directorships: •None Former Public Company Directorships Held in the Past Five Years: •None Education: •Attended the University of Massachusetts Boston


Tony Xu - Independent Director

Director Since: 2022 Age: 40 Meta Committees: Compensation, Nominating & Governance			Key Qualifications and Notable Experience Aligned with Meta's Strategy: •We believe that Mr. Xu should serve as a member of our board of directors due to his extensive leadership, entrepreneurship, and business experience as chief executive officer of a large technology company, as well as his experience with product innovation and the consumer experience •Mr. Xu's extensive leadership, entrepreneurship, business, technology, and product innovation and development experience, as well as his deep understanding of the dynamics of our industry as chief executive officer and founder of a large technology company, provide our board of directors with insights related to the management of technology companies and dynamics of a founder-led company Professional Experience: •DoorDash, Inc. (local commerce platform) Co-founder & Chief Executive Officer (2013-present) Chairman of the board of directors (2020-present) Other Current Public Company Directorships: •DoorDash, Inc. Former Public Company Directorships Held in the Past Five Years: •None Education: •University of California, Berkeley (B.S. in industrial engineering and operations research) •Stanford Graduate School of Business (M.B.A.)


Javier Olivan - Chief Operating Officer

Age: 47			Professional Experience: •Meta Platforms, Inc. Chief Operating Officer (2022-present) Chief Growth Officer & Vice President, Cross-Meta Products and Infrastructure (2022-2022) Vice President, Central Products (2018-2022) Vice President, Growth (2011-2018) Head of International Growth (2007-2011) •Siemens AG Various positions (2003-2005) Other Current Public Company Directorships: •None Former Public Company Directorships Held in the Past Five Years: •VY Global Growth Education: •University of Navarra (M.S. in both electrical engineering and industrial engineering) •Stanford Graduate School of Business (M.B.A.)


Susan Li - Chief Financial Officer

Age: 39			Professional Experience: •Meta Platforms, Inc. Chief Financial Officer (2022-present) Vice President, Finance (2016-2022) Various other positions (2008-2016) •Morgan Stanley Analyst (2005-2008) Other Current Public Company Directorships: •None Former Public Company Directorships Held in the Past Five Years: •Alaska Air Group Education: •Stanford University (B.A. in economics, B.S. in mathematical & computational science)


Andrew Bosworth - Chief Technology Officer

Age: 43			Professional Experience: •Meta Platforms, Inc. Chief Technology Officer (2022-present) Vice President, Reality Labs (2017-2022) Various other positions (2006-2017) Other Current Public Company Directorships: •None Former Public Company Directorships Held in the Past Five Years: •None Education: •Harvard University (A.B. in computer science)


Christopher K. Cox - Chief Product Officer

Age: 42			Professional Experience: •Meta Platforms, Inc. Chief Product Officer (2014-2019 and 2020-present) Vice President, Product (2009-2014) Various other positions (2005-2009) Other Current Public Company Directorships: •None Former Public Company Directorships Held in the Past Five Years: •None Education: •Stanford University (B.S. in symbolic systems with a concentration in artificial intelligence)


Jennifer G. Newstead - Chief Legal Officer

Age: 55			Professional Experience: •Meta Platforms, Inc. Chief Legal Officer (2021-present) Vice President and General Counsel (2019-2021) Corporate Secretary (2021) •U.S. Department of State The Legal Adviser (2018-2019) •Davis Polk & Wardwell LLP (global law firm) Partner (2006-2018) •Office of Management and Budget General Counsel (2003-2005) •White House Special Assistant to the President and Associate White House Counsel (2002-2003) •U.S. Department of Justice Principal Deputy Assistant Attorney General of the Office of Legal Policy (2001-2002) Other Current Public Company Directorships: •None Former Public Company Directorships Held in the Past Five Years: •None Education: •Harvard University (A.B. in government) •Yale Law School (J.D.) Judiciary and Academic Experience: •Ms. Newstead previously served as a law clerk for Justice Stephen Breyer of the United States Supreme Court and Judge Laurence Silberman of the U.S. Court of Appeals for the D.C. Circuit, and as an Adjunct Professor of Law at Georgetown University Law Center


AUDIT & RISK OVERSIGHT COMMITTEE

Chair: Tracey T. Travis Other Members: Peggy Alford John Arnold Nancy Killefer Hock E. Tan Committee Meetings in 2024: 15						Principal Responsibilities •Selecting the independent registered public accounting firm to audit our financial statements and internal control over financial reporting •Ensuring the independence of the independent registered public accounting firm •Discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results •Developing procedures to enable submission of anonymous concerns about accounting or auditing matters •Considering the adequacy of our internal accounting controls and audit procedures •Reviewing related party transactions •Reviewing our program for promoting and monitoring compliance with applicable legal and regulatory requirements •Overseeing our major risk exposures (including in the areas of financial and enterprise risk, legal and regulatory compliance, and cybersecurity, among others) and the steps management has taken to monitor and control such exposures, and assisting our board of directors in overseeing the risk management of our company •Pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm •Overseeing our internal audit function •Overseeing significant financial matters, including our tax policies, planning, and compliance, treasury policies, and share repurchase activities Independence and Other Qualifications •Each committee member satisfies the independence standards for audit committees established by applicable SEC rules and Nasdaq rules. •Each of Mses. Travis and Killefer qualifies as an audit committee financial expert, as that term is defined under SEC rules, and possesses financial sophistication as defined under Nasdaq rules.


COMPENSATION, NOMINATING & GOVERNANCE COMMITTEE

Chair: Peggy Alford Other Members: Marc L. Andreessen Andrew W. Houston Tony Xu Committee Meetings in 2024: 8						Principal Responsibilities •Evaluating the performance of our executive officers •Evaluating, recommending, approving and reviewing executive officer compensation arrangements, plans, policies and programs maintained by us •Administering our equity-based compensation plans and our annual bonus plan •Considering and making recommendations regarding non-employee director compensation •Considering and making recommendations to our board of directors regarding its remaining responsibilities relating to executive compensation •Reviewing and developing policies regarding the desired knowledge, experience, skills, diversity, independence, and other characteristics of members of our board of directors and its committees, as well as our director nomination and committee appointment processes •Identifying, evaluating, and recommending potential candidates for nomination to and membership on our board of directors and certain of its committees, including having sole authority to recommend nominees to our board of directors •Having sole authority to recommend the appointment of candidates to, or removal of members from, our privacy & product compliance committee •Monitoring succession planning for our board of directors and certain of our key executives •Developing and recommending corporate governance guidelines and policies •Overseeing the annual self-evaluation process for our board of directors and committees thereof •Reviewing and granting proposed waivers of the code of conduct for executive officers •Reviewing and approving policies and procedures with respect to the clawback or recoupment of compensation from our current or former officers, employees, directors, or other individuals •Advising our board of directors on corporate governance matters and board of director performance matters, including recommendations regarding the size, structure, and composition of our board of directors and committees thereof Independence and Other Qualifications •Each committee member satisfies the independence standards for compensation committees established by applicable SEC rules and Nasdaq rules, and otherwise meets the independence requirements under our FTC consent order. •Each committee member is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act.


PRIVACY & PRODUCT COMPLIANCE COMMITTEE

Chair: Nancy Killefer Other Members: Peggy Alford Robert M. Kimmitt Committee Meetings in 2024: 4						Principal Responsibilities •Overseeing our comprehensive privacy program adopted in compliance with our FTC consent order •Overseeing management's periodic assessment of the privacy program and any related policies with respect to risk assessment and risk management •Overseeing the selection and performance of employees to coordinate and be responsible for the privacy program •Overseeing the selection of an independent, third-party assessor to review our privacy practices, as well as the assessor's biennial assessments of the privacy program •Overseeing our product compliance, including in the areas of content governance and integrity, youth and well-being, and artificial intelligence development and implementation, and related risk exposures •Overseeing our compliance with the European Digital Markets Act and other privacy and data use laws •Overseeing the activities of the internal audit function related to privacy and data use and product compliance Independence and Other Qualifications •Each committee member is an independent director under Nasdaq rules, and otherwise meets the independence requirements under our FTC consent order. •Our compensation, nominating & governance committee has recommended the appointment of each member to the privacy & product compliance committee and determined that each such member meets the privacy and compliance baseline requirements for committee membership under our FTC consent order.