Meta Platforms, Inc PRE 14A, filed Mar 29, 2024

Meta Platforms, Inc. (META)

PRE 14A 2024-03-29 For: 2023-12-31

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ý			Preliminary Proxy Statement
¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material under § 240.14a-12


ý			No fee required.
¨			Fee paid previously with preliminary materials.
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.




INTRODUCTION						Page No.

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

CORPORATE GOVERNANCE

Director Nominees and Executive Officers						14
Proposal One: Election of Directors						26
Corporate Governance						26
Responsible Business Practices						35
Shareholder Engagement						44
Related Party Transactions						46
Report of the Audit & Risk Oversight Committee						47
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm						47
Proposal Three: Approval of Amendment to Amended and Restated Certificate of Incorporation						48
Proposal Four: Approval of Amendment to 2012 Equity Incentive Plan						49

COMPENSATION AND SECURITY OWNERSHIP

Director Compensation						55
Executive Compensation, Including Compensation Discussion and Analysis						58
Report of the Compensation, Nominating & Governance Committee						76
Security Ownership of Certain Beneficial Owners and Management						77

SHAREHOLDER PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

Shareholder Proposals						80
Proposal Five: Shareholder Proposal Regarding Dual Class Capital Structure						80
Proposal Six: Shareholder Proposal Regarding Report on Generative AI Misinformation and Disinformation Risks						82
Proposal Seven: Shareholder Proposal Regarding Disclosure of Voting Results Based on Class of Shares						85
Proposal Eight: Shareholder Proposal Regarding Report on Human Rights Risks in Non-US Markets						87
Proposal Nine: Shareholder Proposal Regarding Amendment of Corporate Governance Guidelines						89
Proposal Ten: Shareholder Proposal Regarding Human Rights Impact Assessment on AI Systems Driving Targeted Advertising						90
Proposal Eleven: Shareholder Proposal Regarding Report on Child Safety Impacts and Actual Harm Reduction to Children						93
Proposal Twelve: Shareholder Proposal Regarding Report and Advisory Vote on Minimum Age for Social Media						97
Proposal Thirteen: Shareholder Proposal Regarding Report on Political Advertising and Election Cycle Enhanced Actions						100
Proposal Fourteen: Shareholder Proposal Regarding Report on Framework to Assess Company Lobbying Alignment with Climate Goals						103

INFORMATION ABOUT THE ANNUAL MEETING

Questions and Answers about the Proxy Materials and the Annual Meeting						106
Other Matters						111

Appendix A : Certificate of Amendment of Amended and Restated Cer tificate of In corporation						112
Appendix B-1: 2012 Equity Incentive Plan, As Amended						113
Appendix B-2: Ame ndment to 2012 Equity Incentive Plan						130




To Our Shareholders

I'd like to invite you to attend the 2024 Annual Meeting of Shareholders of Meta Platforms, Inc. to be held on May 29, 2024, 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 an amendment to our Amended and Restated Certificate of Incorporation, approval of an amendment to our 2012 Equity Incentive Plan, 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/META2024. I'm excited to welcome John Arnold and Hock Tan to our board of directors. As president and CEO of Broadcom, Hock brings substantial leadership, global business, and compliance experience as well as considerable expertise in building core technology infrastructure. John has extensive business experience and deep knowledge of finance and energy. Their insight and expertise will help us execute our long-term vision for the company, including for AI. I also want to thank Sheryl Sandberg for her distinguished service as a member of our board since 2012. Sheryl will be retiring from our board when her term concludes at the Annual Meeting. Sheryl has made extraordinary contributions to our company and community, and her dedication and guidance have been instrumental in driving our success. I am deeply grateful for her commitment to Meta over the years.
						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 29, 2024: THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT www.proxyvote.com


•To elect the ten 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, 2024.
•To approve an amendment to our Amended and Restated Certificate of Incorporation to limit liability of officers as permitted by Delaware law.
•To approve an amendment to our 2012 Equity Incentive Plan.
•To consider and vote upon ten shareholder proposals, if properly presented.
•To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.



Fellow Shareholders,

2023 was Meta’s "year of efficiency." In this pivotal period, we focused on making Meta a stronger technology company and improving the business to give Meta the stability to deliver on its ambitious long-term vision, including for AI and the metaverse. The board of directors worked closely with management to develop and implement a strategy of being a leaner company to execute better and faster, which are values Meta will carry forward as a permanent part of how the company operates. On behalf of the entire board, I would like to share some key highlights from the board’s governance and oversight work this year: •We focused on board oversight of strategy to lay the foundation for the long-term success of our company and deliver value for our community and shareholders. In the past year, not only did Meta achieve its efficiency goals, but it returned to strong revenue growth, had strong community engagement across its apps, launched a number of new products like Threads, next generation Ray-Ban Meta smart glasses, and mixed reality in Quest 3, and established a world-class AI effort to serve as the foundation for many of its future products. The board worked closely with management on a strategy of increasing Meta's operating discipline and delivering strong execution across Meta’s product priorities, and also provided oversight around Meta's regulatory readiness efforts as well as the initiation of a dividend as part of its capital return program to shareholders. •We focused on board effectiveness, refreshment, and independence while increasing transparency on key topics. As Lead Independent Director, I am actively involved in setting the agenda topics for board discussions and promoting strong independent board leadership. We have continued to refresh our board with the addition of new independent directors in the last several years, including the elections of John Arnold and Hock Tan in February 2024, whose skills and experiences will provide key insights to help oversee the company's long-term business strategy. The board also remains committed to oversight of the company's risk management efforts, including key and evolving risks in areas such as AI, child safety, and human rights, with a view to promoting transparency and accountability. To that end, we were pleased to release Meta's inaugural Responsible Business Practices Report in July 2023, highlighting Meta's impact on society. We also published our second annual Human Rights Report in September 2023, which detailed how we identify and address salient human rights risks. •We remain committed to understanding and being responsive to shareholder perspectives. Shareholder input remains an important consideration in the board's decision-making process and has guided our actions on key topics, including data privacy and safety, content governance, civil rights, cybersecurity, environmental sustainability, human capital management, and expense management. We will continue our governance and oversight work with a view to promoting transparency and accountability and enhancing long-term value for Meta shareholders. Please know that your board is highly focused on the responsibility we have to you, our shareholders, as well as to the broader communities we serve. We take that responsibility very seriously.
						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


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



			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 you could do today. At our scale, this also means 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 products that are useful to billions of people. In our next chapter we'll focus more on inspiring people 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 have chosen to 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 good stewards of our company and mission. It's about the sense of responsibility we have 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
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
Hock E. Tan	2024	President and Chief Executive Officer, Broadcom	ü
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


2023 Shareholder Engagement Overview(1)

Over 50 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 individual 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, 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 ten directors (page 26)	FOR each nominee	•Slate of highly qualified director nominees with broad and diverse backgrounds, experiences, and skill sets aligned to Meta's unique business


Mark Zuckerberg - Founder, Chairman, and Chief Executive Officer

Director Since: 2004 Age: 39 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: 76 Meta Committees: Privacy			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 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


Proposal	Board Voting Recommendation	Rationale
11. A shareholder proposal regarding report on child safety impacts and actual harm reduction to children (page 93)	AGAINST	•We want people, especially young people, to foster their online relationships in a safe, positive, and supportive environment, and we work closely with a broad range of stakeholders to inform our approach to safety. •Our policies prohibit harmful content, as well as content or behavior that exploits young people. We recently introduced enhanced protections designed to give teens more age-appropriate experiences on our apps and are focused on building features and tools that help people connect online safely and responsibly. •We seek to prevent child exploitation through a number of measures, including using sophisticated technology, to proactively find and take action on such content. •We have invested in a combination of technologies and tools designed to provide options to verify age, and protect young people's privacy, even in the absence of clear standards regarding online age verification. •We are committed to providing families with the tools they need to promote safe and age-appropriate social media usage. •We publish Community Standards Enforcement Reports quarterly to track and demonstrate our commitment to online safety and inclusivity. •The board of directors provides oversight of this topic through its audit & risk oversight committee. •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.
12. A shareholder proposal regarding report and advisory vote on minimum age for social media (page 97)	AGAINST	•We already have minimum age requirements for our users and have invested in a combination of technologies and tools designed to provide options to verify age, and protect young people's privacy, even in the absence of clear industry standards regarding online age verification. •We want people, especially young people, to foster their online relationships in a safe, positive, and supportive environment, and we work closely with a broad range of stakeholders to inform our approach to safety. •We seek to prevent child exploitation through a number of measures, including using sophisticated technology, to proactively find and take action on such content. •Our policies prohibit harmful content, as well as content or behavior that exploits young people. We recently introduced enhanced protections designed to give teens more age-appropriate experiences on our apps and are focused on building features and tools that help people connect online safely and responsibly. •The board of directors provides oversight of this topic through its audit & risk oversight committee. •Implementing the requested report and advisory vote would impose substantial burdens and costs on the company, without providing any meaningful benefit to its shareholders.


Peggy Alford - Independent Director

Director Since: 2019 Age: 52 Meta Committees: Compensation, Nominating & Governance (Chair) Audit & Risk Oversight Privacy			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: •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)


Marc L. Andreessen - Independent Director

Director Since: 2008 Age: 52 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 at Urbana-Champaign (B.S. in computer science)


John Arnold - Independent Director

Director Since: 2024 Age: 50 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, provides our board of directors with expertise to support oversight of corporate strategy; he also has a deep understanding of various societal issues as the founder of a philanthropic venture fund focused on solving systemic problems through transformative and evidence-based policy solutions which supports our mission of building an online community Professional Experience: •Arnold Ventures Co-founder & Co-Chair (2006-present) •Grid United Co-founder & Chairman (2021-present) •Centaurus Capital, LLC 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)


Andrew W. Houston - Independent Director

Director Since: 2020 Age: 41 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: 70 Meta Committees: Audit & Risk Oversight Privacy (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: •Avon Products, Inc. •Natura & Company •Taubman Centers, Inc. Education: •Vassar College (B.A. in economics) •Massachusetts Institute of Technology (M.S.M. in finance)


Hock E. Tan - Independent Director

Director Since: 2024 Age: 72 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. 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: 61 Meta Committees: Audit & Risk Oversight (Chair and Audit Committee Financial Expert)			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 & 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) Other Current Public Company Directorships: •Accenture plc 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)


Tony Xu - Independent Director

Director Since: 2022 Age: 39 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: 46			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 •MercadoLibre.com Education: •University of Navarra (M.S. in both electrical engineering and industrial engineering) •Stanford Graduate School of Business (M.B.A.)


Nick Clegg - President, Global Affairs

Age: 57			Professional 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 Current Public Company Directorships: •None Former Public Company Directorships Held in the Past Five Years: •None Education: •Robinson College, Cambridge (M.A. in social anthropology)


Susan Li - Chief Financial Officer

Age: 38			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: 42			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: 41			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: 54			Professional Experience: •Meta Platforms, Inc. Chief Legal Officer (2021-present) Vice President and 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 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


Board Diversity Matrix (as of April [●], 2024)
Total Number of Directors	11
	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	4	7	-	-
Number of Directors who Identify in Any of the Categories Below:
African American or Black	2	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	2	-	-
Hispanic or Latinx	1	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	3	5	-	-
Two or more races or ethnicities	1	-	-	-
LGBTQ+	-
Did not disclose demographic background	-


AUDIT & RISK OVERSIGHT COMMITTEE

Chair: Tracey T. Travis Other Members: Peggy Alford John Arnold Nancy Killefer Hock E. Tan Committee Meetings in 2023: 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 •Reviewing our environmental, social, and governance program and strategy •Overseeing our major risk exposures (including in the areas of financial and enterprise risk, legal and regulatory compliance, cybersecurity, and special topics including content governance, community safety and security, human rights, and civil rights) 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. •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 2023: 6						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 •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 COMMITTEE

Chair: Nancy Killefer Other Members: Peggy Alford Robert M. Kimmitt Committee Meetings in 2023: 6						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 the activities of the internal audit function related to privacy and data use •Overseeing our compliance with the European Digital Markets Act and other privacy and data use laws 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 OF DIRECTORS

•Strategic and business risk management •CEO succession planning


SENIOR MANAGEMENT

•The identification and assessment of key risks, risk mitigation strategies, and ongoing developments, and regularly reporting to our board of directors and its committees on the most significant risks and management's plans to address those risks