Document

DEF 14A 1 meta2022definitiveproxysta.htm DEFINITIVE PROXY STATEMENT Document

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.

(Name of Registrant as Specified In Its Charter)

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Table of Contents


						Page No.

CORPORATE GOVERNANCE

Director Nominees and Executive Officers						7
Proposal One: Election of Directors						15
Corporate Governance						16
ESG at Meta						27
Shareholder Engagement						33
Related Party Transactions						34
Report of the Audit & Risk Oversight Committee						35
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm						36

COMPENSATION AND SECURITY OWNERSHIP

Director Compensation						37
Executive Compensation						40
Report of the Compensation, Nominating & Governance Committee						59
Proposal Three: Advisory Vote on the Compensation of our Named Executive Officers						60
Security Ownership of Certain Beneficial Owners and Management						61

SHAREHOLDER PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

Shareholder Proposals						64
Proposal Four: Shareholder Proposal Regarding Dual Class Capital Structure						65
Proposal Five: Shareholder Proposal Regarding an Independent Chair						67
Proposal Six: Shareholder Proposal Regarding Concealment Clauses						70
Proposal Seven: Shareholder Proposal Regarding Report on External Costs of Misinformation						72
Proposal Eight: Shareholder Proposal Regarding Report on Community Standards Enforcement						74
Proposal Nine: Shareholder Proposal Regarding Report and Advisory Vote on the Metaverse						76
Proposal Ten : Shareholder Proposal Regarding Human Rights Impact Assessment						78
Proposal Eleven : Shareholder Proposal Regarding Child Sexual Exploitation Online						80
Proposal Twelve : Shareholder Proposal Regarding Civil Rights and Non-Discriminatio n Audit						84
Proposal Thirteen : Shareholder Proposal Regarding Report on Lobbying						86
Proposal Fourteen : Shareholder Proposal Regarding Assessment of Audit & Risk Oversight Committee						88
Proposal Fifteen : Shareholder Proposal Regarding Report on Charitable Donations						90

INFORMATION ABOUT THE ANNUAL MEETING

Questions and Answers about the Proxy Materials and the Annual Meeting						92
Other Matters						97




To Our Shareholders

I'd like to invite you to attend the 2022 Annual Meeting of Shareholders of Meta Platforms, Inc. to be held on May 25, 2022, 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, 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/META2022. This past year, we remained focused on our mission to give people the power to build community and bring the world closer together. We also announced Meta as our company’s new brand, reflecting our vision of helping to bring the metaverse to life. As we begin the next chapter for the internet and our company, I’m excited to welcome Tony Xu to our board of directors. Tony brings a wealth of industry knowledge to the board as well as deep expertise in commerce. I also want to thank Peter Thiel for his distinguished service as a member of our board since 2005. Peter will be retiring from our board when his term concludes at the Annual Meeting. Over his many years of service, Peter has made significant contributions in the boardroom and always encouraged us to think deeply about the fundamentals of our business and strategy. I'm grateful for everything he has done for the company.
						We hope your shares will be represented at the Annual Meeting, and your vote by proxy will ensure your representation regardless of whether you attend. Thank you for your continued investment in Meta. 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 25, 2022: THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT www.proxyvote.com



Fellow Shareholders,

On behalf of Meta's board of directors, I would like to share an update on our efforts over this past year to advance the company's mission and strategy and to address some of the most complex issues facing our company, the internet, and society at large. Most recently, we have focused on the role our services play in helping people affected by the war in Ukraine. We took quick action to launch additional safety features on our apps, fight the spread of misinformation, and support humanitarian efforts through direct donations as well as fundraising tools for our community. Platforms like ours serve a crucial role in bringing people together during times of crisis, and we remain committed to supporting the safety of our community in Ukraine and around the world. 2021 marked an important year for the company as we broadened our vision to building for the metaverse. While the board's governance and oversight activities spanned a number of areas, I am pleased to highlight some key elements of our work: •We oversaw the company's strategic evolution from Facebook to Meta. We believe it is critical for directors to think deeply about the company's strategic direction as well as top business and product priorities. In particular, this past year, we oversaw the company's strategic shift toward the metaverse, culminating with our Meta brand launch in October. We met numerous times during the year to discuss this evolution, as well as business and product priorities such as Reels, and provided management with meaningful, timely input. •We remained focused on board effectiveness and independence. As Lead Independent Director, I am actively involved in setting the agenda topics for board discussions, I regularly meet with each director individually in between meetings, and I share feedback from the independent directors with management. Our committee chairs take their leadership roles equally seriously, and we benefit from our full board's impressive array of skills and diversity. We bring leadership, business, technology, policy, and regulatory experience from service in both the private and public sectors, and a majority of the board is diverse in terms of gender, ethnicity, and LGBTQ status. •We provided active oversight of priority ESG areas for the company. At the full board level and through our committees, we helped to oversee core ESG topics for Meta, including privacy, content governance, human rights, civil rights, cybersecurity, human capital management, and environmental sustainability, in addition to engaging regularly on legal, regulatory, and compliance-related matters. This is a transformative and challenging time for our company. As an innovative company in a rapidly changing world, we face headwinds, including from competition, platform changes, and regulatory developments. As a board, we are focused on overseeing management and helping Meta navigate through this novel and complex environment. Know that your board is acutely aware of the responsibility we have to you, our shareholders, as well as to the broader communities we serve, and we take that responsibility very seriously.
						Along 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

Notice of Annual Meeting of Shareholders to be held on May 25, 2022

Date and Time

May 25, 2022

10:00 a.m. Pacific Time

Place

The 2022 Annual Meeting of Shareholders (Annual Meeting) of Meta Platforms, Inc. will be a completely virtual meeting of shareholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/META2022.

Record Date

April 1, 2022

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


Proposal			Board Voting Recommendation
To elect the nine 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.			FOR each nominee
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.			FOR
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.			FOR
To consider and vote upon twelve shareholder proposals, if properly presented.			AGAINST
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, 2022 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 8, 2022.

By Order of the Board of Directors,


Katherine R. Kelly
Vice President, Deputy General Counsel, and 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.


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Director Nominees and Executive Officers

The following section provides information regarding our director nominees and executive officers as of April 8, 2022. Our executive officers are designated by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.

DIRECTOR NOMINEES


Mark Zuckerberg - Founder, Chairman, and Chief Executive Officer

Director Since: 2004 Age: 37	Experience: Meta Platforms, Inc. Founder & Chief Executive Officer (2004-present) Chairman of the board of directors (2012-present)	Other Public Company Directorships: None Former Public Company Directorships Held in the Past Five Years: None Education: Attended Harvard University (studied computer science)
Qualifications: 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, Chairman, and CEO, and as our largest and controlling shareholder.


Sheryl K. Sandberg - Director and Chief Operating Officer

Director Since: 2012 Age: 52	Experience: Meta Platforms, Inc. Chief Operating Officer (2008-present) Google, Inc. Various positions, including Vice President, Global Online Sales & Operations (2001-2008) U.S. Department of the Treasury Chief of Staff (1999-2001) Senior Advisor to Deputy Secretary (1996-1999) McKinsey & Company Consultant (1995-1996) The World Bank Economist (1991-1993)	Other Public Company Directorships: Momentive Global, Inc. Former Public Company Directorships Held in the Past Five Years: The Walt Disney Company Education: Harvard University (A.B. in economics) Harvard Business School (M.B.A.)
Qualifications: We believe that Ms. Sandberg should serve as a member of our board of directors due to the perspective and experience she brings as our COO, as well as her service on other boards of directors.


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Robert M. Kimmitt - Lead Independent Director

Director Since: 2020 Age: 74	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)	Meta Committees: Privacy Other Public Company Directorships: None Former Public Company Directorships Held in the Past Five Years: Deutsche Lufthansa AG 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
Qualifications: 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 service on other boards of directors.


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Peggy Alford - Independent Director

Director Since: 2019 Age: 50	Experience: PayPal Holdings, Inc. (digital payments company) Executive Vice President, Global Sales (2020-present) 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)	Meta Committees: Audit & Risk Oversight Privacy Other Public Company Directorships: The Macerich Company Former Public Company Directorships Held in the Past Five Years: None Education: University of Dayton (B.S. in accounting and business administration)
Qualifications: 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.


Marc L. Andreessen - Independent Director

Director Since: 2008 Age: 50	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)	Meta Committees: Compensation, Nominating & Governance Other Public Company Directorships: Coinbase Global, Inc. Samsara Inc. Former Public Company Directorships Held in the Past Five Years: Hewlett Packard Enterprise Company Education: University of Illinois at Urbana-Champaign (B.S. in computer science)
Qualifications: 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.


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Andrew W. Houston - Independent Director

Director Since: 2020 Age: 39	Experience: Dropbox, Inc. (global collaboration platform) Chief Executive Officer & Chairman of the board of directors (2007-present)	Meta Committees: Compensation, Nominating & Governance Other 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)
Qualifications: 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.


Nancy Killefer - Independent Director

Director Since: 2020 Age: 68	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)	Meta Committees: Audit & Risk Oversight Privacy (Chair) Other Public Company Directorships: Cardinal Health, Inc. Natura & Company Certara, Inc. Former Public Company Directorships Held in the Past Five Years: The Advisory Board Company Avon Products, Inc. CSRA, Inc. Taubman Centers, Inc. Education: Vassar College (B.A. in economics) Massachusetts Institute of Technology (M.S.M. in finance)
Qualifications: 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.


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Tracey T. Travis - Independent Director

Director Since: 2020 Age: 59	Experience: The Estée Lauder Companies Inc. (manufacturer and marketer of skin care, makeup, fragrance, and hair care products) Executive Vice President & Chief Financial Officer (2012-present) 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)	Meta Committees: Audit & Risk Oversight (Chair) Other Public Company Directorships: Accenture plc Former Public Company Directorships Held in the Past Five Years: Campbell Soup Company Education: University of Pittsburgh (B.S.E. in industrial engineering) Columbia University (M.B.A. in finance and operations)
Qualifications: 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 experience with finance and consumer products.


Tony Xu - Independent Director

Director Since: 2022 Age: 37	Experience: DoorDash, Inc. (local commerce platform) Co-founder & Chief Executive Officer (2013-present) Chairman of the board of directors (2020-present)	Meta Committees: Compensation, Nominating & Governance Other 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.)
Qualifications: 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 development and the consumer experience.


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EXECUTIVE OFFICERS


Nick Clegg - President, Global Affairs

Age: 55	Experience: Meta Platforms, Inc. President, Global Affairs (2022-present) Vice President, Global Affairs and Communications (2018-2022) United Kingdom Deputy Prime Minister (2010-2015) Liberal Democrats Party Leader (2007-2015) U.K. Parliament, House of Commons Member for Sheffield Hallam (2005-2017)	Other Public Company Directorships: None Former Public Company Directorships Held in the Past Five Years: None Education: Robinson College, Cambridge (M.A. in Social Anthropology)


David M. Wehner - Chief Financial Officer

Age: 53	Experience: Meta Platforms, Inc. Chief Financial Officer (2014-present) Vice President, Corporate Finance and Business Planning (2012-2014) Zynga Inc. Chief Financial Officer (2010-2012) Allen & Company Managing Director (2006-2010) Director (2005-2006) Various other positions (2001-2005)	Other Public Company Directorships: Alector, Inc. Former Public Company Directorships Held in the Past Five Years: None Education: Georgetown University (B.S. in chemistry) Stanford University (M.S. in applied physics)


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Andrew Bosworth - Chief Technology Officer

Age: 40	Experience: Meta Platforms, Inc. Chief Technology Officer (2022-present) Vice President, Reality Labs (2017-2022) Various other positions (2006-2017)	Other 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: 39	Experience: Meta Platforms, Inc. Chief Product Officer (2014-2019 and 2020-present) Vice President, Product (2009-2014) Various other positions (2005-2009)	Other 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)


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Marne L. Levine - Chief Business Officer

Age: 51	Experience: Meta Platforms, Inc. Chief Business Officer (2021-present) Vice President of Global Partnerships, Business and Corporate Development (2019-2021) Chief Operating Officer of Instagram (2014-2019) Vice President of Global Public Policy (2010-2014) White House National Economic Council Chief of Staff (2009-2010) Revolution of Money Head of Product Management (2006-2008) Harvard University Chief of Staff, Office of the President (2001-2003) U.S. Department of the Treasury Various positions, including Deputy Assistant Secretary (Banking & Finance) for Legislative Affairs and Public Liaison (1993-2000)	Other Public Company Directorships: Chegg, Inc. Former Public Company Directorships Held in the Past Five Years: None Education: Miami University (B.A. in political science and communications) Harvard Business School (M.B.A.)


Jennifer G. Newstead - Chief Legal Officer

Age: 52	Experience: Meta Platforms, Inc. Chief Legal Officer (2021-present) Vice President & General Counsel (2019-2021) Secretary (2021-2021) U.S. Department of State Legal Adviser (2018-2019) Davis Polk & Wardwell LLP (international 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 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


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Proposal One: Election of Directors

Our board of directors has set the authorized number of directors at nine, effective as of the Annual Meeting. The following nine individuals are nominated for election to the board of directors at the Annual Meeting, all of whom are currently serving on our board of directors:


Name	Director Since	Occupation	Independent
Peggy Alford	2019	Executive Vice President, Global Sales, PayPal Holdings	ü
Marc L. Andreessen	2008	Co-founder & General Partner, Andreessen Horowitz	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	Lead Independent Director
Sheryl K. Sandberg	2012	Chief Operating Officer, Meta
Tracey T. Travis	2020	Executive Vice President and Chief Financial Officer, The Estée Lauder Companies	ü
Tony Xu	2022	Co-founder and Chief Executive Officer, DoorDash	ü
Mark Zuckerberg	2004	Founder, Chairman, and Chief Executive Officer, Meta

If elected, each of these individuals will 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. In the event that any nominee for any reason is unable or unwilling to stand for election, the proxies will be voted for such substitute nominee as our board of directors may determine or we may adjust the authorized number of directors of the board.

The relevant experiences, qualifications, attributes, or skills of each nominee that led our board of directors to recommend the above persons as a nominee for director are described in the sections of this proxy statement entitled "Director Nominees and Executive Officers" and "Corporate Governance."

The board of directors recommends a vote FOR the election of each of the nominated directors.


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Corporate Governance

BOARD OF DIRECTORS

Our board of directors may establish the authorized number of directors from time to time by resolution. The current authorized number of directors is ten. Our board of directors has set the number of directors at nine, effective as of the 2022 Annual Meeting of Shareholders (Annual Meeting), following Mr. Thiel's retirement from the board. Each of our director nominees, if elected, will serve as a director 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.

Lead Independent Director

Ambassador Kimmitt has significant responsibilities as our Lead Independent Director, including working with the Chairman to set agendas for meetings of our board of directors and having authority to call special meetings of our board of directors.

Independent Nominations

Our independent compensation, nominating & governance committee has sole authority to recommend nominees to our board of directors and recommend the appointment of candidates to our privacy committee.

Board Leadership and Independence Highlights

Board Independence

Seven out of our nine director nominees are independent. All members of our standing committees are independent.

Executive Sessions

Independent directors regularly meet

in executive sessions, which are led by our Lead Independent Director without management present.

Board Tenure

Six out of nine of our director nominees have a tenure of less than five years.

BOARD COMPOSITION

Our board of directors believes that its composition appropriately reflects the knowledge, experience, skills, diversity, and other characteristics required to fulfill its duties. The following tables provide information regarding the diversity, age, and tenure of our directors as of April 8, 2022:


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Board Diversity Matrix (as of April 8, 2022)
Total Number of Directors	10
	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	4	6	-	-
Number of Directors who Identify in Any of the Categories Below:
African American or Black	2	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	1	-	-
Hispanic or Latinx	1	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	3	5	-	-
Two or more races or ethnicities	1	-	-	-
LGBTQ+	1
Did not disclose demographic background	-

Our current director nominees have diverse backgrounds and perspectives that enable them to provide valuable guidance on both strategic and operational issues. Our nominees have extensive leadership and compliance experience, as well as corporate governance expertise arising from service on other boards of directors. Many of our nominees have global business experience, including through service as CEO or in other senior corporate leadership positions involving management of complex operations, business challenges, risks, and growth. Several nominees have experience with technology or product innovation and development, entrepreneurship, commerce, and the dynamics of our industry. Other nominees have significant public sector experience from serving in high-level government positions, including experience with significant regulatory and public policy issues. Our nominees also have a demonstrated sense of social mission, having contributed to social causes through nonprofit organizations and/or philanthropy. Our board of directors benefits from these qualifications, as well as the perspectives of nominees with in-depth knowledge of our company through their service as executive officers. The skills and qualifications of our director nominees are more fully described below.


DIRECTOR SKILLS AND QUALIFICATIONS

Peggy Alford			•Global business, leadership, and compliance experience in both operational and financial oversight roles, as well as experience with technology, product development, and the dynamics of our industry, as Executive Vice President, Global Sales at PayPal Holdings, Inc. and through prior service in senior leadership positions at PayPal, eBay Inc., and Rent.com, an eBay company •Outside board experience as a director of The Macerich Company


Marc L. Andreessen			•Finance and investment expertise, as well as experience with technology and the dynamics of our industry, as co-founder and General Partner of Andreessen Horowitz •Extensive leadership, business, technology, and entrepreneurship experience through prior service as co-founder and Chairman of the board of directors of Opsware, Inc. (formerly known as Loudcloud Inc.), Chief Technology Officer of America Online, Inc., and co-founder of, and service in senior leadership positions at, Netscape Communications Corporation, including as Chief Technology Officer and Executive Vice President of Products •Outside board experience as a director of Coinbase Global, Inc., Samsara Inc., and numerous private companies, as well as prior service as a director of eBay Inc., Hewlett-Packard Company, and Hewlett Packard Enterprise Company


Andrew W. Houston			•Extensive leadership, entrepreneurship, business, technology, and product innovation and development experience, as well as experience with the dynamics of our industry, as Chief Executive Officer of Dropbox, Inc. •Outside board experience as Chairman of the board of directors of Dropbox


Nancy Killefer			•Extensive leadership, business, and compliance experience through prior service as Senior Partner and in other leadership roles at McKinsey & Company, an international management consulting firm, including as a member of the firm's governing board •Prior service in senior U.S. government roles, including as Assistant Secretary for Management, Chief Financial Officer, and Chief Operating Officer of the U.S. Department of the Treasury and as Chair of the IRS Oversight Board •Outside board experience as a director of Cardinal Health, Inc., Certara, Inc., and Natura & Company, as well as prior service as a director of the Advisory Board Company, Avon Products, Inc., Computer Sciences Corporation, CSRA, Inc., and Taubman Centers, Inc.


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Robert M. Kimmitt			•Legal and compliance experience as Senior International Counsel at Wilmer Cutler Pickering Hale and Dorr LLP, and prior service as partner at Wilmer Cutler & Pickering and Sidley & Austin LLP •Prior service in senior U.S. government roles, including experience with privacy issues, as Deputy Secretary of the Treasury, United States Ambassador to Germany, Under Secretary of State for Political Affairs, General Counsel for the U.S. Department of the Treasury, and National Security Council Executive Secretary and General Counsel •Global business, leadership, policy, and finance experience, including through prior service as Executive Vice President of Global Public Policy at Time Warner Inc., Vice Chairman and President of Commerce One, and managing director at Lehman Brothers •Outside board experience through prior service as a director of Deutsche Lufthansa AG, Commerce One, Inc., Siemens AG, United Defense Industries, Inc., and Big Flower Press Holdings, Inc.


Sheryl K. Sandberg			•Extensive leadership, global business, technology, and product development experience, as well as in-depth knowledge of our company and experience with the dynamics of our industry, through service as our Chief Operating Officer •Global business, leadership, and finance experience through prior service as Vice President, Global Online Sales & Operations at Google, Inc., a consultant with McKinsey & Company, and an economist with The World Bank •Prior service in U.S. government as a Chief of Staff of the U.S. Department of the Treasury and Senior Advisor to the Deputy Secretary of the Treasury •Outside board experience as a director of Momentive Global Inc. and prior service as a director of Starbucks Corporation and the Walt Disney Company


Tracey T. Travis			•Global business and extensive financial experience as Executive Vice President and Chief Financial Officer of The Estée Lauder Companies Inc., as well as prior service as Senior Vice President and Chief Financial Officer of Ralph Lauren Corporation and in senior finance leadership positions at Limited Brands, Intimate Brands Inc., and Americas Group of American National Can Group, Inc. •Outside board experience as a director of Accenture plc, as well as prior service as a director of Campbell Soup Company


Tony Xu			•Extensive leadership, entrepreneurship, business, technology, and product innovation and development experience, as well as experience with the dynamics of our industry, as Chief Executive Officer of DoorDash, Inc. •Outside board experience as Chairman of the board of directors of DoorDash


Mark Zuckerberg			•Extensive leadership, entrepreneurship, global business, technology, and product innovation and development experience, as well as in-depth knowledge of our company and experience with the dynamics of our industry, through service as our founder, Chairman of our board of directors, and Chief Executive Officer

Our board of directors also believes that the current director nominees represent an effective balance with respect to director tenure. Ms. Alford joined the board of directors in 2019, Mr. Houston, Mses. Killefer and Travis, and Ambassador Kimmitt joined the board of directors in 2020, and Mr. Xu joined the board of directors in 2022. These additions provide our board of directors with fresh perspectives and diverse experiences, while directors with longer tenure provide continuity and valuable insight into our business and strategy.

BOARD LEADERSHIP STRUCTURE

We believe that our current board structure is effective in supporting strong board leadership. The board of directors has determined in its judgment that the company benefits from having a combined Chairman and CEO position at this time. Mr. Zuckerberg's unique perspective and experience, as highlighted more fully below, are valuable in setting the overall direction and business and product strategy for the company. As a counter-balance to Mr. Zuckerberg's combined Chairman/CEO role, the board has a strong Lead Independent Director role to further promote effective corporate governance. Our Lead Independent Director is appointed annually by our independent directors, and Ambassador Kimmitt currently serves in this role.

Mr. Zuckerberg brings valuable insight to our board of directors due to his perspective and experience as our founder and CEO. As a result of his leadership since our inception, Mr. Zuckerberg has unparalleled knowledge of our business, products, and operations, as well as experience navigating opportunities and challenges particular to our company. As our largest and controlling shareholder, Mr. Zuckerberg is also invested in our long-term success. Ambassador Kimmitt brings extensive governance, legal, and compliance experience, including through service in the public sector and experience navigating complex business opportunities and challenges in the private sector, and plays a significant and meaningful role in leading our board of directors.


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The Chairman and the Lead Independent Director work together to facilitate effective oversight, governance, and policy- and decision-making by the board of directors. The Chairman and the Lead Independent Director collaborate to set the agenda for meetings of the board of directors, and either may call special meetings of the board of directors. As Chairman, Mr. Zuckerberg presides over meetings of the board of directors. As our Lead Independent Director, Ambassador Kimmitt provides independent oversight and promotes effective communication between our board of directors and management, including Mr. Zuckerberg. As more fully described in our corporate governance guidelines, our Lead Independent Director role also includes the following authority and responsibilities, among others:

•presiding at all meetings of the board of directors at which the Chairman is not present, including executive sessions of the independent directors;

•calling separate meetings of the independent directors;

•facilitating discussion and open dialogue among the independent directors during meetings of the board of directors, executive sessions, and otherwise;

•serving as principal liaison between the independent directors and the Chairman;

•providing the Chairman with feedback and counsel concerning his interactions with the board of directors;

•providing leadership to the board of directors if circumstances arise in which the role of the Chairman may be, or may be perceived to be, in conflict;

•taking into account input from other independent directors in coordinating with the Chairman to set the agenda for meetings of the board of directors; and

•leading our board of directors in governance matters in coordination with our compensation, nominating & governance committee, including the evaluation of the performance of the CEO, the selection of committee chairs and memberships, and our annual board of directors and committee self-evaluations.

Our Lead Independent Director also performs such additional duties as the board of directors may otherwise determine and delegate.

INDEPENDENT BOARD OVERSIGHT

We believe that our current board structure enables independent board oversight. All of the standing committees of our board of directors are comprised of independent directors. The board of directors also establishes ad hoc special committees of independent directors from time to time, as appropriate. We have a Lead Independent Director who has authority that mirrors that of the Chairman, including coordinating board meeting agendas and the ability to call special meetings of the board of directors. Our Lead Independent Director regularly meets with the independent directors on an individual basis, and also meets with the chief executive officer and shares perspectives from the independent directors.

The independent compensation, nominating & governance committee reviews and approves the compensation of our chief executive officer, including perquisites related to executive security. In addition, the performance of our chief executive officer is evaluated by all of the independent directors of the board, and our Lead Independent Director provides our chief executive officer with feedback regarding his performance.

BOARD COMMITTEES

Our board of directors has established an audit & risk oversight committee, a compensation, nominating & governance committee, and a privacy committee, each of which has the composition and responsibilities described below. Our board of directors has adopted a written charter for each of these standing committees, which are available on our website at investor.fb.com/leadership-and-governance.


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The following table provides information regarding the composition of our standing committees following the Annual Meeting:

Director

Audit & Risk Oversight Committee(1)

Compensation, Nominating & Governance Committee(2)

Privacy Committee

Peggy Alford(3)

Marc L. Andreessen

Andrew W. Houston

Nancy Killefer

Robert M. Kimmitt

Sheryl K. Sandberg

Tracey T. Travis

Tony Xu

Mark Zuckerberg

Committee member

Committee chair

(1)Marc L. Andreessen served on our audit & risk oversight committee until February 2021. Nancy Killefer was appointed to our audit & risk oversight committee in February 2021.

(2)Tony Xu was appointed to our compensation, nominating & governance committee in February 2022. Peter A. Thiel currently serves as chair of our compensation, nominating & governance committee.

(3)Following the Annual Meeting, Peggy Alford will serve as chair of our compensation, nominating & governance committee and is expected to step down from our privacy committee. Our compensation, nominating & governance committee expects to recommend, and our board of directors expects to appoint, Ms. Alford's replacement on the privacy committee by the time of the Annual Meeting.

The charts below provide information about the responsibilities and membership of our standing committees, effective as of the Annual Meeting. From time to time, the board of directors may also establish ad hoc committees to address particular matters.


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AUDIT & RISK OVERSIGHT COMMITTEE

Chair: Tracey T. Travis Other Members: Peggy Alford Nancy Killefer Committee Meetings in 2021: 10						Principal Responsibilities •Selecting the independent registered public accounting firm to audit our financial statements •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, environmental sustainability, social responsibility (including content governance, community safety and security, human rights, and civil rights), and cybersecurity) 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 Independence and Other Qualifications •Each committee member satisfies the independence standards for audit committees established by applicable SEC rules and Nasdaq rules. •Ms. Travis 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 2021: 9						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 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 •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.


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The charter for our compensation, nominating & governance committee allows the committee from time to time to delegate its authority to subcommittees and to our officers, as it may be deemed necessary or appropriate and to the extent permitted under applicable law, Securities and Exchange Commission (SEC) and The Nasdaq Stock Market LLC (Nasdaq) rules, and our certificate of incorporation and bylaws. In December 2013, our compensation committee (which was a predecessor to our compensation, nominating & governance committee) authorized the formation and delegation of certain authority to an equity subcommittee, which is now a subcommittee of the compensation, nominating & governance committee. The current members of the equity subcommittee are Ms. Sandberg and Mr. Wehner, and the members, acting either individually or jointly, have the authority to review and approve grants of restricted stock units (RSUs) to employees and consultants, other than to our directors and executive officers, which are reviewed and approved by our compensation, nominating & governance committee.


PRIVACY COMMITTEE

Chair: Nancy Killefer Other Members: Peggy Alford Robert M. Kimmitt Committee Meetings in 2021: 9						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 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 committee and determined that each such member meets the privacy and compliance baseline requirements for committee membership under our FTC consent order.

BOARD ROLE IN RISK OVERSIGHT

Our board of directors as a whole has responsibility for overseeing our risk management and believes that a thorough and strategic approach to risk oversight is critical. The board of directors exercises this oversight responsibility directly and through its committees. The oversight responsibility of the board of directors and its committees is informed by regular reports from our management team, including senior personnel that lead a variety of functions across the business, and from our internal audit department, as well as input from external advisors, as appropriate. These reports are designed to provide timely visibility to the board of directors and its committees about the identification and assessment of key risks, our risk mitigation strategies, and ongoing developments.

The full board of directors has primary responsibility for evaluating strategic and operational risk management, and for CEO succession planning. Our audit & risk oversight committee has responsibility for overseeing certain of our major risk exposures, including in the areas of financial and enterprise risk, legal and regulatory compliance, environmental sustainability, social responsibility (including content governance, community safety and security, human rights, and civil rights), and cybersecurity, as well as risks in other areas as our audit & risk oversight committee deems necessary or appropriate from time to time. Our audit & risk oversight committee also oversees the steps we have taken to monitor or mitigate these exposures, including policies and procedures for assessing and managing risk and related compliance efforts. Our board of directors also may exercise direct oversight with respect to these areas or delegate such oversight to committees in its discretion. In addition, our audit & risk oversight committee oversees our internal audit function. Our privacy committee oversees the risks related to privacy and data use matters, including our compliance with the comprehensive privacy program that we adopted in compliance with our FTC consent order and the steps that we have taken or plan to take to monitor or mitigate such risks. Our compensation, nominating & governance committee evaluates risks arising from our corporate governance and compensation policies and practices, as more fully described in the section of this proxy statement entitled "Executive Compensation—Compensation Discussion and Analysis—Compensation Risk Assessment," and oversees succession planning for our board of directors and certain key executives other than the CEO. Each of these committees provide reports to the full board of directors regarding these and other matters.


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BOARD MEETINGS

Our board of directors held 12 meetings during 2021. In 2021, no incumbent member of our board of directors attended fewer than 75% of the aggregate of (i) the total number of meetings of the board of directors (held during the period for which he or she was a director) and (ii) the total number of meetings held by all committees of the board of directors on which such director served (held during the period that such director served). Members of our board of directors are invited and encouraged to attend each annual meeting of shareholders. Six directors attended our 2021 Annual Meeting of Shareholders.

Each regular meeting of our board of directors includes an executive session of our independent directors without management present. Additional executive sessions and separate meetings of the independent directors are also held from time to time, as needed. As more fully described below, our Lead Independent Director presides at executive sessions and separate meetings of the independent directors.

CONTROLLED COMPANY STATUS

Because Mr. Zuckerberg controls a majority of our outstanding voting power, we are a "controlled company" under the corporate governance rules of Nasdaq. Therefore, we are not required to have a majority of our board of directors be independent, nor are we required to have a compensation committee or an independent nominating function. We have nevertheless opted to have a majority of our board of directors be independent and to have a compensation, nominating & governance committee comprised of independent directors, as more fully described below.

DIRECTOR INDEPENDENCE

The rules of Nasdaq generally require that a majority of the members of a listed company's board of directors be independent. In addition, the Nasdaq rules generally require that, subject to specified exceptions, each member of a listed company's audit, compensation, and nominating committees be independent. Although we are a "controlled company" under the corporate governance rules of Nasdaq and, therefore, are not required to comply with certain rules requiring director independence, we have nevertheless opted, under our corporate governance guidelines, to have a majority of the members of our board of directors be independent.

On at least an annual basis, our compensation, nominating & governance committee reviews the independence of our non-employee directors and makes recommendations to the full board of directors. Based, in part, on the recommendations of the compensation, nominating & governance committee, our board of directors has determined that none of our current non-employee directors has 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 rules of Nasdaq.

Our board of directors has also determined that Mses. Alford, Killefer, and Travis, who comprise our audit & risk oversight committee, and Messrs. Andreessen, Houston, Thiel, and Xu, who comprise our compensation, nominating & governance committee, satisfy the respective independence standards for those committees established by applicable SEC rules and Nasdaq rules. With respect to the independence of Ms. Alford, Mr. Andreessen, Mr. Houston, Ms. Travis, and Mr. Xu, our board of directors considered that PayPal Holdings, Inc. (PayPal), of which Ms. Alford is Executive Vice President, Global Sales; Coinbase Global, Inc. (Coinbase), of which Mr. Andreessen is a member of the board of directors and may be deemed a significant shareholder primarily through Andreessen Horowitz, a venture capital firm affiliated with Mr. Andreessen; Dropbox, Inc. (Dropbox), of which Mr. Houston is Chief Executive Officer and Chairman of the board of directors; The Estée Lauder Companies Inc., of which Ms. Travis is Executive Vice President and Chief Financial Officer; and DoorDash, Inc., of which Mr. Xu is Chief Executive Officer and Chairman of the board of directors, purchased and in some cases received credits to purchase advertising from us in the ordinary course of business pursuant to our standard terms and conditions, including through a competitive bid auction. Our board of directors also considered that we made payments to PayPal and Dropbox for services relating to payment processing and data storage, respectively, in the ordinary course of business pursuant to standard terms and conditions. Our board of directors also considered that Coinbase and Andreessen Horowitz were members of the Diem Association, of which Meta was also a member until the Diem Association sold its assets in 2022, and that in 2021, Meta entered into an agreement to acquire Within Unlimited, Inc., of which Mr. Andreessen may be deemed to have less than a three percent interest through Andreessen Horowitz. With regard to Ms. Alford, Mr. Andreessen, Mr. Houston, Ms. Travis, and Mr. Xu, our board of directors determined that such arrangements, transactions, or relationships do not interfere with the exercise of independent judgment by these directors in carrying out their responsibilities as our directors.

Additionally with respect to Ms. Alford, our board of directors considered that she served as Chief Financial Officer and Head of Operations for the Chan Zuckerberg Initiative for approximately 18 months prior to joining our board of directors in 2019. Our board of directors determined that this prior affiliation with the Chan Zuckerberg Initiative does not interfere with Ms.


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Alford's exercise of independent judgment in carrying out her responsibilities as a director based on the short term of her service to such organization and her conduct as a director to date.

In addition, our board of directors considered that Ambassador Kimmitt is senior international counsel at the law firm of Wilmer Cutler Pickering Hale and Dorr LLP (WilmerHale), an international law firm based in Washington, D.C. From time to time and in the ordinary course of its business, WilmerHale provides legal services to Meta amounting to less than 5% of WilmerHale's total revenue in 2021. Ambassador Kimmitt has not provided any legal services to Meta during his term as a director and only provided de minimis legal services to Meta in the three years prior to his appointment to our board. Ambassador Kimmitt is not an equity partner in the firm and does not receive any compensation from the firm that is generated by or related to our payments to WilmerHale for such services. In addition, WilmerHale has agreed to implement certain measures to help ensure that Ambassador Kimmitt is walled off from any legal representation of Meta undertaken by WilmerHale. Further, our compensation, nominating & governance committee reviewed the nature of Meta's engagement of WilmerHale and the services rendered, including the expertise and relevant experience of the firm, and determined that Ambassador Kimmitt's service on our board should not impair our company's ability to engage WilmerHale when our company determines such engagements to be appropriate and in our best interests. Our compensation, nominating & governance committee is satisfied that WilmerHale, when engaged for legal work, is chosen by our company's legal group on the basis of the directly relevant factors of experience, expertise, and efficiency. After taking into account all relevant facts and circumstances, our board of directors determined that Meta's professional engagement of WilmerHale does not interfere with Ambassador Kimmitt's exercise of independent judgment in carrying out his responsibilities as a director.

CLASSIFIED BOARD

So long as the outstanding shares of our Class B common stock represent a majority of the combined voting power of our outstanding common stock, we will not have a classified board of directors, and all directors will be elected for annual terms. As of the close of business on April 1, 2022, the outstanding shares of our Class B common stock represented a majority of the combined voting power of our outstanding common stock.

Our amended and restated certificate of incorporation and our amended and restated bylaws provide that when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our outstanding common stock, we will automatically shift to having a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms. At such time, our directors will be assigned by the then-current board of directors to a class. Upon expiration of the term of a class of directors, directors for that class will be elected for three-year terms at the annual meeting of shareholders in the year in which that term expires. As a result, only one class of directors will be elected at each annual meeting of our shareholders, with the other classes continuing for the remainder of their respective three-year terms. Each director's term will continue until the third annual meeting of shareholders following their election and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.

In addition, when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our outstanding common stock and we have a classified board, only our board of directors may fill vacancies on our board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors.

This shift to a classified board structure, if and when implemented, may have the effect of delaying or preventing changes in our control or management.

DIRECTOR NOMINATIONS AND BOARD DIVERSITY POLICY

The policy of our board of directors is to encourage the selection of directors who will contribute to Meta's success and our mission to give people the power to build community and bring the world closer together. Our compensation, nominating & governance committee is responsible for identifying and evaluating candidates for membership on our board of directors, based on the criteria set forth in our corporate governance guidelines, and has sole authority to recommend nominees to our board of directors. The compensation, nominating & governance committee considers recommendations from other directors, shareholders, management, and others as it deems appropriate and uses the same criteria for evaluating candidates regardless of the source of the recommendation. Our board of directors is responsible for nominating persons for election to our board of directors upon the recommendation of our compensation, nominating & governance committee, and may not nominate any person for election without the prior favorable recommendation of our compensation, nominating & governance committee.

Meta is committed to a policy of inclusiveness and to pursuing diversity in terms of background and perspective. As such, when evaluating candidates for nomination as new directors, it is the policy of our compensation, nominating & governance

SEC Form DEF 14A filed by Meta Platforms Inc.