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Meta Board Salaries, Trading Activity and new Layoff Data
Curious how much Meta's board gets paid? Wonder no more
Niya Dragova
June 02, 2023
Ahoy Metamates! 🚢 🏴☠️
🆕 The TLDR This Week
Meta takes est. 87% loss in Giphy <> Shutterstock deal
Canadians will pay $19.99 to be verified on Facebook and Instagram
Data from VGT: META is currently the leading reporter of detected child sexual abuse to the The National Center for Missing and Exploited Children
What WARN Data Can Tell us About META Layoffs
My friend Steven is doing a kick-ass job analyzing all the data from the layoffs - follow him for the latest here. Here are the cumulative losses by org so far:
Source: WARNTracker.com ( based on CA data)
Negotiating a META Salary? Benchmark correctly
It’s that special time of year when Meta chooses which companies it will most aggressively negotiate executive salaries against. Put simply: you will have the most leverage if you have a competing offer from one of the following:
Yes, really, Cisco and Comcast.
How do I know this? Meta has to legally disclose it every year.
How is this used?
If you’re a senior employee, your salary band is directly decided from these benchmarks.
Old school companies are only relevant for anchoring C level and board comp.
If you’re mid level, then the comp team uses a sub-set of these depending on your role. It’s not too hard to figure out.
Money Flows At The Top
While many META employees continue to hold RSUs, executives have started trading more aggressively again. Bull runs bring back the 10b5-1 plans. The latest from May:
Source: SEC Data
Trades have the 10b5-1 box checked off confirming they’re part of a plan.
Some interesting moves on the comp-side as well - options seem to be in renaissance with Mark’s inner circle. My deepest condolences to META’s transfer agent lol.
If you’ve ever wondered who is the most anointed amongst the leadership team, feast your eyes:
Latest this month. Source: SEC Data
So far in 2023. Source: SEC Data
But perhaps most importantly …
This Shareholder Meeting Was… Interesting
Many of you who read my newsletter also follow the Earnings call, but I don’t see as much discussion around the Shareholder Meeting. And it’s a pretty big deal - it lays out the leadership structure of Meta and the key issues for shareholders going into the next year.
Who’s on the board, what they do and how they get paid
Meta’s set the max number of board members to 9 and asked to re-elect folks who already sit on the board and run the following comittees:
Source: SEC Filing
TLDR on who does what is:
Tracey T. Travis ( CFO of Estee Lauder) runs the Audit & Risk Committee - they define the core risk areas of the company and work on mitigating them.
Nancy Killefer ( Retired McKinsey Partner) runs the Privacy committee, which would be self explanatory.
Peggy Alford (EVP, Paypal) runs Compensation, Nomination and Governance. fancy way of saying that who decides how much everyone gets paid. She’s also in charge of leadership succession and evaluating executive’s performance. Tony Xu (CEO Doordash) and Mark Andreesen (needs no introduction) also sit on the same committee.
Not surprisingly, this is the committee with the real juicy drama. At least based on the SEC filings on Exempt Solicitation.
In 2022, one of these submissions had the following concerns laid out ( take it with a grain of salt because everyone making these filings is peddling an agenda):
In a 2016 lawsuit2 , for example, shareholders alleged that Mr. Andreessen coached Mr. Zuckerberg to help him get the Board to approve a new stock structure giving Mr. Zuckerberg even more control. Mr. Andreesen was assigned to a special board committee reviewing the proposal, but text messages submitted as evidence for the lawsuit support the claim that Mr. Andreesen was secretly giving Meta’s CEO information and assisted him during the negotiations to secure endorsement of the proposal from independent Board members.3 In 2021, another lawsuit filed by shareholders accused Mr. Andreessen and several of his colleagues of breaching their fiduciary duty in the context of the $5 billion 2019 Federal Trade Commission settlement. The suit alleges that the Board authorized the multi-billion deal – instead of a $106 million settlement option – to avoid liability for Mr. Zuckerberg.4
Ms. Peggy A. Alford was appointed as a Board Member in 2019. Just two years earlier, she was hired as Chief Financial Officer and Head of Operations for the Chan Zuckerberg Initiative, Mr. Zuckerberg’s personal charity, which we believe disqualifies her for designation as an independent director. Considering the myriad legal, regulatory and human rights risks the Company faces and the disproportionate influence Mr. Zuckerberg has over the Board, Ms. Alford's presence on the Audit & Risk Oversight Committee is particularly concerning.
_____________________________
2 https://www.bloomberg.com/news/articles/2016-12-08/facebook-s-investors-criticize-marc-andreessen-for-conflict-of-interest?cmpid=medium.inline
3 https://www.businessinsider.com/Marc-zuckerberg-marc-andreessen-text-message-stock-reclassification-lawsuit-2016-12
4 https://techpolicy.press/facebook-sued-by-pension-funds-over-alleged-governance-issues/
Show me the money:
Board members make cash + equity. Prepare to be underwhelmed:
Mark Andreesen gets an extra $4k per meeting after the 4th meeting of the year.
Things look a little better on the equity side:
$375K initial grant for everyone ( except Mark Andreesen who gets $300k)
Annual vest at the shareholder meeting anniversary date
Overall director comp is capped at $1M per year ( and $2M for the first year)
Meta “may provide” personal security to its board, which is not factored into the comp calculation
The Grand Total the board earned in 2022:
Source: SEC Filing from Meta ( has tons of footnotes so refer to original filing)
On a different note: Meta Quest 3 is pretty badass
I’m a voracious gamer so I got on the VR bandwagon early with Oculus. It was cool for 5 minutes, and then a massive waste a space in my apartment for 6 months before I finally sold to some tech bro.
Quest 3 is very very different - in a good way. And it got released before Apple’s own headset, so bonus points for making Tim Cook seethe.
More here:
The information provided herein is for general informational purposes only and is not intended to provide tax, legal, or investment advice and should not be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation of any security by That's So Meta, its employees and affiliates, or any third-party. Any expressions of opinion or assumptions are for illustrative purposes only and are subject to change without notice. Past performance is not a guarantee of future results and the opinions presented herein should not be viewed as an indicator of future performance. Investing in securities involves risk. Loss of principal is possible.Third-party data has been obtained from sources we believe to be reliable; however, its accuracy, completeness, or reliability cannot be guaranteed.